TVS Infrastructure Trust Auditor Reports

To the Board of Directors

TVS Infrastructure Investment Manager Private Limited (as Investment Manager of TVS Infrastructure Trust (the “InvIT”) 9th Floor, Iconic Building, Urmi Estate Lower Parel West, Mumbai 400 013 Maharashtra, India

Report on the Audit of Special Purpose Combined Financial Statements

Opinion

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

a. Marudhamalai Industrial & Logis cs Parks Private Limited (“MILP”)

b. Maragathammbal Industrial and Logis cs Park Private Limited (“MRILP”)

c. Siruvapuri Murugan Industrial and Logis cs Private Limited (“SMILP”)

d. Jagannath Industrial and Logis cs Parks Private Limited (“JGILP”)

e. Sri Meenatchi Industrial and Logis cs Parks Private Limited (“SRMILP”)

f. Tarkeshwar Industrial & Logis cs Parks Private Limited (“TILP”) w.e.f. September 8,2022

g. Durgeshwari Industrial & Logis cs Parks Private Limited (“DILP”)

h. Ramanujar Industrial & Logis cs Parks Private Limited (“RMILP”) w.e.f. June 1, 2023

i. Revanza Sullurpet Industrial Parks Private Limited (“RSIPPL”)

j. Presidency Barter Private Limited (“PBPL”) (wholly owned subsidiary of MILP)

(individually referred to as "SPV" and together with InvIT referred to as “the Group") which comprise the Special Purpose Combined Balance Sheets as at September 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, the Special Purpose Combined Statements of Profit and Loss (including Other Comprehensive Income), the Special Purpose Combined Statements of Changes in Equity and the Special Purpose Combined Cash Flow Statements for the six months period ended September 30, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022, the Combined Statement of Net Assets at Fair Value as at September 30, 2024, the Combined Statement of Total Returns at Fair Value for the six months period ended September 30, 2024 and for the year ended March 31, 2024, and notes to the special purpose combined financial statements including a summary of material accounting policies and other explanatory information (collectively, the "Special Purpose Combined Financial Statements"). The Special Purpose Combined Financial Statements are prepared in connection with the proposed private placement of units to be issued by the InvIT 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, 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 September 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022;

ii. the combined statement of profit and loss (including other comprehensive income) of the Group of the profit for the six months period ended September 30, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022;

iii. the combined statements of changes in equity, of the movement of the equity holders for the six months period ended September 30, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022;

iv. the combined cash flow statement, of the cash movements of the Group for the six months period ended September 30, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022;

v. the combined statement of net asset at fair value, of the net assets as at September 30, 2024; and

vi. the combined statement of total returns at fair values, of the total returns at fair values for the six months period ended September 30, 2024 and for the year ended March 31, 2024.

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 Matter

a) This Report is addressed to the Investment Manager solely for inclusion in the Draft Placement Memorandum, Placement Memorandum and Final Placement Memorandum in connection with the proposed initial private placement of units of InvIT. As a result, the Special Purpose Combined Financial Statement prepared after making adjustments as required under the SEBI InvIT

Regulations may not be suitable for another purpose. The basis of preparation is given in Note 2.1 of the Special Purpose Combined Financial Statements. Our report should not be used, referred to our 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.

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

Responsibilities of the Management and Board of Directors for Special Purpose Combined Financial Statements

The Board of Directors of the Investment Manager to InvIT 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 respective Board of Directors of the Group and 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 Group 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 respective Board of Directors of the Group and the Investment Manager are responsible for assessing the ability of the Group 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 Group or to cease operations or has no realistic alternative but to do so.

<p >The respective Board of Directors of the Group and 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 scepticism 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 internal controls of the Group.

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 Groups 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 to the date of our auditors report. However, future events or conditions may cause the Group 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. Certain entities of the Group included in the Special Purpose Combined Financial Statements have been audited by other auditors as stated in Other Matter paragraph below. 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 the preparation of Special Purpose 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 Matters a. We have relied on the audit reports provided by other auditors for two SPVs as on and for the year ended 31 March 2023 and 31 March 2022 and one SPV as on and for the year ended 31 March 2024 whose total assets, total revenue and cash inflows are included in the Special Purpose Combined Financial Statements (before elimination) as given in the table below:-

Particulars	March 31, 2024	March 31, 2023	March 31, 2022
	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Total assets	2,516.81	23,510.39	16,076.12
Total revenues	523.39	1,874.31	203.67
Net cash (Outflows)/ inflows	11.31	18.04	60.50

The above SPVs financial statements had been prepared in accordance with accounting standards notified in Companies (Accounting Standards) Rules, 2006 under generally accepted auditing standards in India and audited by other auditors. The Investment Manager has converted these financial statements in accordance with accounting standards notified in Companies (Accounting Standards) Rules, 2015 (“Ind

AS”) under generally accepted auditing standards in India. We have audited Ind AS adjustments and overall disclosure and presentation of special purpose financial statements prepared by the Investment Manager. b. Our opinion in so far as it relates to the balances and affairs of these SPVs are based on the report of other auditors and the Ind AS adjustments, overall disclosure and presentation of special purpose financial statements and adjustments required under SEBI InvIT Regulations which have been 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/2024/44 dated May 15, 2024 ("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; and

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 PKF Sridhar & Santhanam LLP

Chartered Accountants

Firms Registration No.003990S/S200018

Jinesh Damania

Partner

Membership No.: 117595

UDIN: 25117595BMIWCD8159

Place: Mumbai

Date: January 27, 2025