NDR INVIT Trust Auditor Reports

INDEPENDENT AUDITORS REPORT ON SPECIAL PURPOSE COMBINED FINANCIAL STATEMENTS OF THE PROPOSED TRUST GROUP

To

The Board of Directors,

NDR INVIT Managers Private Limited (the "Investment Manager") in its capacity as an Investment

Manager of NDR InvIT Trust (the "Issuer" or the "Trust")

Ground Floor, KHIL House,

CTS No. 54, Vile Parle (East),

Mumbai- 400099

Report on the Audit of the Special Purpose Combined Financial Statements of the Proposed Trust Group

Opinion

We have audited the accompanying Special Purpose Combined Financial Statements of the Trust and its proposed subsidiaries comprising of:

1 Broadview Constructions and Holdings Private Limited;

2 Fabio Beverages Private Limited;

3 Forefront Logistics Private Limited;

4 Kautilya Warehousing Private Limited;

5 NDRAVG Business Park Private Limited;

6 NDR Bhadra Estates Private Limited (erstwhile NDR Bhadra Estates LLP);

7 NDR Distribution Centers Private Limited;

8 NDR Factor Private Limited;

9 NDR Goaspace Private Limited;

10 N D R Plantations Private Limited;

NDR Safe Store Private Limited

11 (erstwhile NDR Safe Store LLP);

12 NDR Store House Private Limited;

13 NDR Vanshil Warehouse Park Private Limited (erstwhile NDR Vanshil Warehouse Park LLP);

14 Seahorse Distribution and Freight Services Private Limited;

15 Sri Amruthalingeswara Warehousing Private Limited (erstwhile Sri Amruthalingeswara Warehousing LLP);

16 Svahgraha Constructions and Holdings Private Limited;

Valiant Amrut India Infra Private Limited (erstwhile NDR Valiant Amrut India Infra LLP);

18 Varama Sir (India) Logistic & Infrastructure Private Limited;

19 Nasda Infra Private Limited and

20 LSA Warehousing Solutions Private Limited (collectively, the "Proposed Trust Group") as described in Note 1 of the Special Purpose Combined Financial Statements, which comprise the Special Purpose Combined Balance Sheet as at September

30, 2023 and as at March 31, 2023, the Special Purpose Combined Statement of Profit and Loss (including Other Comprehensive Income), the Special Purpose Combined Statement of Cash Flows and the Special Purpose Combined Statement of Changes in Equity for the six month period ended September 30, 2023 and for the year ended March 31, 2023, and a summary of accounting policies and other explanatory information (together referred to as the "Special Purpose Combined Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Special Purpose Combined Financial Statements give a true and fair view in accordance with the basis of preparation set out in Note 2 to the Special Purpose Combined Financial Statements, of the combined state of affairs of the Proposed Trust Group as at September 30, 2023 and as at March

31, 2023 and of their combined loss/profit including their combined total comprehensive income, their combined cash flows and their combined changes in equity for the six month period ended September 30, 2023 and for the year ended March 31, 2023.

Basis for Opinion

We conducted our audit of the Special Purpose Combined Financial Statements in accordance with the Standards on Auditing (SAs) issued by the Institute of Chartered Accountants of India (ICAI). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the audit of the Special Purpose Combined Financial Statements section of our report. We are independent of the Proposed Trust Group in accordance with the Code of Ethics issued by the ICAI and we have fulfilled our ethical responsibilities in accordance with the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Special Purpose Combined Financial Statements.

Emphasis of Matter - Basis of Accounting and Restriction on Use

We draw attention to Note 2 to the Special Purpose Combined Financial Statements, which describes the purpose and basis of preparation of the Special Purpose Combined Financial Statements. The Special Purpose Combined Financial Statements have been prepared by the Investment Manager to meet the requirements of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended and the guidelines and circulars issued thereunder (the "InvIT Regulations") and for inclusion in the Placement Memorandum and Final Placement Memorandum (collectively, the "Offer Documents") prepared by the Investment Manager in connection with the proposed private placement of the units of the Trust. As a result, the Special Purpose Combined Financial Statements may not be suitable for another purpose. Our report is intended solely for the purpose of inclusion in Offer Documents and is not to be used, referred to or distributed for any other purpose without our prior written consent.

Our opinion is not modified in respect of this matter.

Managements Responsibility for the Special Purpose Combined Financial Statements

The Investment Managers Board of Directors are responsible for the preparation and presentation of these Special Purpose Combined Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive profit, cash flows and changes in equity of the Proposed Trust Group in accordance with the basis of preparation as set out in Note 2 to the Special Purpose Combined Financial Statements for the purpose set out in "Emphasis of Matter- Basis of Accounting and Restriction on Use" paragraph above.

The respective Board of Directors of the companies included in the Proposed Trust Group and the Board of Directors of Investment Manager are responsible for maintenance of adequate accounting records for safeguarding of the assets of the Proposed Trust Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Special Purpose Combined Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Special Purpose Combined Financial Statements by the Board of Directors of the Investment Manager, as aforesaid.

In preparing the Special Purpose Combined Financial Statements, the Board of Directors of the Investment Manager and the respective Board of Directors of companies included in the Proposed Trust Group are responsible for assessing the ability of the Proposed Trust Group and the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors of the Investment Manager and the respective Board of Directors of companies included in the Proposed Trust Group either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.

The Board of Directors of the Investment Manager and the respective Board of Directors of companies included in the Proposed Trust Group are also responsible for overseeing the Proposed Trust Groups financial reporting process.

Auditors Responsibilities for the Audit of the Special Purpose Combined Financial Statements

Our objectives are to obtain reasonable assurance about whether the Special Purpose Combined Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Special Purpose Combined Financial Statements.

As part of our audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Special Purpose Combined Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Proposed Trust Groups internal financial control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors of the Investment Manager.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Proposed Trust Groups ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Special Purpose Combined Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Proposed Trust Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Special Purpose Combined Financial Statements, including the disclosures, and whether the Special Purpose Combined Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Special Purpose Combined Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Special Purpose Combined Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Special Purpose Combined Financial Statements.

We communicate with those charged with governance of the Proposed Trust Group and such other entities included in the Special Purpose Combined Financial Statements regarding, among other matters, the planned scope and timing of the audit and significant audit findings that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

The comparative special purpose combined financial information of the Proposed Trust Group as at and for the years ended March 31, 2022 and 2021, which comprises the Special Purpose Combined Balance Sheets as at March 31, 2022 and 2021, the Special Purpose Combined Statements of Profit and Loss (including other comprehensive Income), the Special Purpose Combined Statement of Cash Flows and the Special Purpose Combined Statements of Changes in Equity for the years ended March 31, 2022 and 2021 and the notes thereon, included in these Special Purpose Combined Financial Statements have been audited by other auditors whose report dated December 04, 2023 expressed an unmodified opinion.

Our opinion on the Special Purpose Combined Financial Statements above and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the report of the other auditors.

Report on Other Legal and Regulatory Requirements

As required by the InvIT Regulations, based on our audit report as at and for the six months period ended September 30, 2023 and as at and for the year ended March 31, 2023 and on the consideration of the report of the other auditors on the special purpose combined financial statements as at and for the years ended March 31, 2022 and 2021 referred to in the Other Matter section above, we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid Special Purpose Combined Financial Statements;

b) The Special Purpose Combined Balance Sheet, the Special Purpose Combined Statement of Profit and Loss (including Other Comprehensive Income), the Special Purpose Combined Statement of Cash Flow and the Special Purpose Combined Statement of Changes in Equity, dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Special Purpose Combined Financial Statements;

c) In our opinion, the aforesaid Special Purpose Combined Financial Statements comply with the basis of preparation as stated in Note 2 to the Special Purpose Combined Financial Statements; and

d) In our opinion and to the best of our information and according to the explanations given to us, the Special Purpose Combined Financial Statements give the disclosures, in accordance with the InvIT Regulations, in respect of the Net Assets at fair value as at September 30, 2023, the Total Returns at fair value for the six month period ended September 30, 2023 and for the year ended March 31, 2023.

	For Deloitte Haskins & Sells LLP
	Chartered Accountants
	(Firms Registration No. 117366W/W-100018)
	G. K. Subramaniam
	Partner
	Membership No. 109839
	UDIN: 23109839BGXQLV6629
Place: Mumbai
Date: December 04, 2023