Nxt-Infra Trust Auditor Reports

The Board of Directors

Walter Infra Manager Private Limited

(As Investment Manager of Nxt-lnfra Trust)

Unit No. S-39, 2nd Floor, "Vasant Square Mall Plot No. A,

Community Centre, Pocket-V, Sector-B, Vasant Kunj,

New Delhi-110070

Report on the Audit of Special Purpose Combined Financial Statements Opinion

We have audited the accompanying Special Purpose Combined Financial Statements comprising of

Nxt-lnfra CT Highway Private limited (formerly known as Chikali-Tarsod Highways Private Limited ("CTHPL")

Nxt-lnfra CGRG Highways Limited (formerly known as MBL (CGRG) Road Limited,

Nxt-lnfra GSY Highways Limited (formerly known as MBL (GSY) Road Limited,

Welspun Delhi Meerut Expressway Private Limited and Welspun Road Infra Private Limited (individually referred to as "SPV"), Nxt-lnfra Trust ("Trust") and Nxt-lnfra MCP Highway Private Limited (formerly known as Welspun Infra facility Private Limited) (accounted using equity method) ("Investment Entity") (the Trust, each SPV and Investment Entity hereinafter together referred to as the "Group"), which comprise the Special Purpose Combined Balance Sheets as at December 31, 2023, March 31, 2023, March 31, 2022 and March 31, 2021, the Special Purpose Combined Statements of Profit and Loss (including Other Comprehensive Income), the Special Purpose Combined Statement of Changes in Equity, the Special Purpose Combined Cash Flow Statements for the nine months period ended December 31, 2023 and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021, the Combined Statement of Net Assets at Fair Value as at December 31, 2023, the Combined Statement of Total Returns at Fair Value for the nine months period ended December 31, 2023 and year ended March 31, 2023 and notes to the special purpose combined financial statements including a summary of significant accounting policies and other explanatory information (collectively, the "Special Purpose Combined Financial Statements"). The Special Purpose Combined Financial Statement are prepared in connection with the proposed private placement of units to be issued by the Trust as per Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended from time to time including the circulars notifications, clarifications and guidelines issued thereunder (the "SEBI InvIT Regulations").

The Special Purpose Combined Financial Statements have been prepared in accordance with the basis of preparation as set out in Note 2.1 to these Financial Statements.

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financials statements of the SPVs and Investment Entity, the aforesaid Special Purpose Combined Financial Statements give a true and fair view in accordance with the basis of preparation as specified in Note 2.1 to the Special Purpose Combined Financial Statements in case of:

i. the combined balance sheet, of the state of affairs of the Group as at December 31, 2023, March 31, 2023, March 31, 2022 and March 31, 2021;

ii. the combined statement of profit and loss (including other comprehensive income) of the Group, of the loss for the nine months period ended December 31, 2023 and profit for the year ended March 31, 2023, March 31, 2022 and March 31, 2021;

iii. the combined statement of changes in equity, of the movement of the equity holders for the nine months period ended December 31, 2023, for the year ended March 31, 2023, March 31, 2022 and March 31, 2021;

iv. the combined cash flow statement, of the cash movements of the Group for nine months period ended December 31, 2023 and for the year ended March 31, 2023, March 31, 2022 and March 31, 2021;

v. the combined statement of net asset at fair value, of the net assets as at December 31, 2023; and

vi. the combined statement of total returns at fair values, of the total returns at fair values for the nine months period ended December 31, 2023 and for the year ended March 31, 2023.

Basis of Opinion

We conducted our audit of the Special Purpose Combined Financial Statements in accordance with the Standards on Auditing (SAs) and other pronouncements 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 Group in accordance with the ‘Code of Ethics issued by the ICAI and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a reasonable basis for our audit opinion on the Special Purpose Combined Financial Statements.

Emphasis of matters

a. We draw attention to Note 2.1 of the Special Purpose Combined Financial Statements, which describes basis of preparation and presentation including the approach and the purpose for preparing them. The Special Purpose Combined Financial Statements have been prepared by the Investment Manager to meet the requirement of the SEBI InvIT Regulations. Consequently, the Special Purpose Combined Financial Statements may not necessarily be indicative of financial performance, financial position and cash flows of the Group that would have occurred if it had operated as a separate standalone group of entities during the periods presented. As a result, the Special Purpose Combined Financial Statement may not be suitable for another purpose. Our report is intended solely for inclusion in the Placement Memorandum and Final Placement Memorandum in connection with the proposed initial private placement of units of Trust and should not be used, referred to or distributed for any other purpose or to any party. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come. The audit report of the SPVs and the Investment Entity on the special purpose interim financial statements as at and for the nine months ended December 31, 2023 also include a similar emphasis of matter.

b. We draw attention to Note 35 of the Special Purpose Combined Financial Statements which describes certain adjustments as required under the SEBI InvIT Regulations to the general purpose audited financial statements of the SPVs and the Investment Entity for the years ended March 31, 2023, March 31, 2022 and March 31, 2021.

Our opinion is not modified in respect of the above matters.

Managements Responsibility for the Special Purpose Combined Financial Statements

The Board of Directors of the Investment Manager to the Trust are responsible for the preparation and presentation of these Special Purpose Combined Financial Statements that give a true and fair view of the combined financial position, combined financial performance including other comprehensive income, combined statement of changes in equity and combined cash flows, combined position of net assets at fair value and combined total return at fair value of the Group in accordance with the basis of preparation specified in Note 2.1 to the Special Purpose Combined Financial Statements.

The Board of Directors of the respective SPVs and Investment Entity and the Board of Directors of the Investment Manager are responsible for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the SPVs, Trust and Investment Entity and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the 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 these Special Purpose Combined Financial Statements by the Investment Manager, as aforesaid.

In preparing the Special Purpose Combined Financial Statements, the Board of Directors of the respective SPVs, Investment Entity and Board of Directors of the Investment Manager are responsible for assessing the SPVs, Trusts and Investment Entitys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the SPVs, Trust and Investment Entity or tocease operations or has no realistic alternative but to do so.

The Board of Directors of the respective SPVs, Investment Entity and Board of Directors of the Investment Manager are also responsible for overseeing the financial reporting process.

Auditors Responsibility 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 an audit in accordance with SAs and other pronouncements issued by ICAI, 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 SPVs, Trusts and Investment Entitys internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• 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 SPVs, Trusts and Investment Entitys ability to continue as 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 tothe date of our auditors report. However, future events or conditions may cause the SPVs, Trust and Investment Entity to cease to continue as 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.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Special Purpose Combined Financial Statements. The SPVs and Investment Entity included in the Special Purpose Combined Financial Statements have been audited by other auditors. Such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them.

• We communicate with those charged with governance of the Investment Manager who are responsible for preparation of Special Purpose Combined Financial Statements, among other matters, the planned scope and timing of the audit and significant audit findings that we identify during our audit of these Special Purpose Combined Financial Statements.

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

a) We did not audit the special purpose interim financial statements and other financial information in respect of 5 SPVs whose financial statements reflected total assets of Rs. 3,37,345.55 lakhs as at December 31, 2023 and total revenues of Rs. 7,519.66 lakhs and net cash outflows of Rs. (183.48) lakhs for the nine months period ended December 31, 2023, included in the Special Purpose Combined Financial Statements.

The Special Purpose Combined Financial Statements also include the share of net loss accounted for using equity method of Rs. (1,515.50) lakhs for the nine months period ended December 31, 2023, as considered in the Special Purpose Combined Financial Statements, in respect of the Investment Entity.

These interim financial statements and other financial information have been audited by the statutory auditors of those SPVs and Investment Entity for the nine months period ended December 31, 2023, which financial statements, other information and auditors report have been furnished by Investment manager. Our opinion on the Special Purpose Combined Financial Statements, in so far as it relates to the amounts and disclosures included in respect of the above entities, is based solely on the reports of such other auditors.

b) We did not audit the financial statements and other financial information, as stated below:-

Particulars	March 31, 2023(Rs in lakhs)	March 31, 2022 (Rs in lakhs)	March 31, 2021 (Rs in lakhs)
With respect to 5 SPVs:-
Total assets	3,62,185.53	3,65,254.58	3,42,713.20
Total revenues	27,723.04	53,984.72	84,398.36
Net cash (outflows) / inflows	(1,930.75)	17,304.68	(2,235.78)
With respect to 1 Investment Entity:-
Share of net profit / (loss) accounted for using equity method	(344.66)	55.85	(3.71)

The SPVs and the Investment Entity whose financial statements and other financial information for the above periods have been prepared in accordance with accounting principles generally accepted in India and which have been audited by other auditors under generally accepted auditing standards applicable in India. As stated in Note 35 of the Special Purpose Combined Financial Statements, certain adjustments have been made to the audited financial statements as required under SEBI InvIT Regulations, which have been audited by us. Our opinion in so far as it relates to the balances and affairs of such SPVs and Investment Entity are based on the report of other auditors and the adjustments prepared by the Investment Manager and audited by us.

Our opinion above on the Special Purpose Combined Financial Statements is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

As required by section 3.5.1(d) of SEBI Master Circular no. SEBI/HO/DDHS-PoD-2/P/CIR/2023/115 dated 06 July 2023 ("SEBI

Circular"), we report that:

a) We/the other auditors whose report we have relied upon have sought and have 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 Sheets, Special Purpose Combined Statements of Profit and Loss (including Other Comprehensive Income), Special Purpose Combined Statements of Changes in Equity and Special Purpose Combined Cash Flow Statements dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Special Purpose Combined Financial Statements:

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

2.1 to the Special Purpose Combined Financial Statements.

For S R B C & CO LLP

Chartered Accountants

Firm registration number: 324982E/E300003

per Suresh Yadav

Partner

Membership No.: 119878

UDIN: 24119878BKEKUT8413

Place: Mumbai

Date: May 10, 2024