Vertis Infrastructure Trust

Vertis Infrastructure Trust Auditor Reports

NSEBSE

₹110.5

(0.45%)

Jul 14, 2026|05:30:00 AM

Vertis Infrastructure Trust Share Price Auditors Report

To,

The Unitholders of Vertis Infrastructure Trust (Formerly known as Highways Infrastructure Trust),

Report on the Audit of Standalone Financial Statements OPINION

We have audited the accompanying standalone financial statements of the Vertis Infrastructure Trust (Formerly known as Highways Infrastructure Trust) (the "Trust"/"InvIT"), which comprise the Standalone Balance Sheet as at March 31, 2026, the Standalone Statement of Profit and Loss (including

Other Comprehensive Income), the Standalone Statement of Cash Flows, the Standalone Statement of Changes in Unitholders Equity and the Statement of Net Distributable Cash Flows for the year ended on that date, and notes to the standalone financial statements, including a summary of the material accounting policies and other explanatory information (together hereinafter referred as the "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the

Securities and Exchange Board of India (Infrastructure

Investment Trusts) Regulations, 2014 as amended from time to time including any guidelines and circulars issued thereunder read with Securities Exchange Board of India

(SEBI) Master Circular SEBI/HO/DDHS-POD-2/P/ CIR/2025/102 dated July 11, 2025 (together referred to as the

"SEBI InvIT Regulations") in the manner so required and give a true and fair view in conformity with the Indian Accounting

Standards as defined in rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, to the extent not inconsistent with SEBI InvIT Regulations as explained in the Emphasis of Matter paragraph below, of the standalone state of affairs its standalone profit and other comprehensive income, its standalone cash flows, its standalone changes in unitholders equity and net distributable cash flows for the year ended March 31, 2026.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SAs"), issued by Institute of Chartered Accountants of India (the "ICAI"). Our responsibilities under those Standards are further described in the ‘Auditors Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Trust in accordance with the Code of Ethics issued by the ICAI together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the SEBI InvIT Regulations, and we have fulfilled our other ethical responsibilities in accordance with these requirements and 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 standalone financial statements.

EMPHASIS OF MATTER

We draw attention to Note 2.2(b)(iv) of the accompanying

Standalone Financial Statements, which describes the presentation/classification of "Unit Capital" as "Equity" instead of the applicable requirements of Ind AS 32- Financial

Instruments: Presentation, in order to comply with the relevant InvIT Regulations. Our opinion on the Standalone Financial Statements is not modified in respect of this matter.

KEY AUDIT MATTER

Key audit matters are those matters that, in our professional judgement were of the most significance in our audit of the standalone financial statements of the financial year ended March 31, 2026. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. of the Trust as at March 31, 2026,

We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
A) Impairment assessment of non-current investments and loans given to subsidiaries	Our audit procedures included the following:
As at March 31, 2026, the Trust has Rs. 52,347.80 millions of investments and Rs. 1,61,232.50 millions of loans to subsidiaries including related outstanding interest thereon.	assessing the appropriateness of the Trusts accounting policy on impairment of investments and loans and the process for determination of the recoverable value of these subsidiaries.
The Investment Manager of the Trust tests investments for impairment atleast annually or earlier if there is a trigger for assessing impairment. The Trusts evaluation of impairment of its investments and loans in subsidiaries is performed by comparing the recoverable value (being the higher of value in use or fair value less costs to sell) as per Ind AS 36 "Impairment of Assets" and the carrying value of such investments and loans in the standalone financial statements.	obtaining the valuation report of the independent valuer and assessing the appropriateness of the valuation methodology applied in determining the recoverable amount.
The recoverable value for each of the subsidiaries are determined using the discounted cash flow model involvingsignificant management judgment in respect of various key assumptions such as future cash flows, revenue growth rates, traffic estimates, discount rates, inflation and other economic parameters and assessment of the extension in concession periods considered on account of target traffic subject to final approval from authorities etc. These factors are considered in determining whether the investment/ loans to subsidiaries are carried at lower of cost or recoverable value.	testing the controls over impairment assessment process, including those over the key assumptions and review of the valuation methodology.
There is an inherent risk in the valuation of investment/ recoverability of loans, due to the use of estimates and judgements mentioned above.	assessing the assumptions used by the valuer around the key drivers of the cash flow forecasts, discount rates, revenue projections based on the independent experts traffic study reports and the cost estimates considering the technical report provided by independent experts.
Therefore, impairment of investments in equity shares of subsidiaries/loans made to their recoverable amount is considered as a Key Audit Matter.	evaluating the objectivity, independence and competency of independent valuer and experts involved in the process.
Refer 2.2(b)(i) & 2.2(f) for the material accounting policies on impairment and note 3 for investments as at March 31, 2026. Also refer 2.2 (i) for the material accounting policies on impairment on financial assets and note 3,4 & 11 for loans to related parties as on March 31, 2026.	assessing the reasonableness of the managements assessment of the expected extensions to the concession period, if any, in terms of the concession agreements.
	involving our specialists, to assess the reasonableness of the managements projections of revenue including traffic growth through the balance concession period considered, the discount rate used in the valuation and the valuation methodology used by the Management to determine the fair value.
	discussing/evaluating potential changes in key drivers as compared to previous year/actual performance for valuation with Investment Manager in order to evaluate whether the inputs and assumptions used in the cash flow projections were appropriate, including the considerations due to current economic and market conditions.
	performing sensitivity analysis of key assumptions to understand the scenarios in case of changes to key assumptions.
	testing the arithmetical accuracy of the model and computation of the impairment loss, where applicable.
	evaluating the appropriateness of the disclosures made in the standalone financial statements.
Key audit matter	How our audit addressed the key audit matter

B) Computation and disclosures as prescribed in the SEBI InvIT regulations relating to Statement of Net Assets and Statement of Total Returns at Fair Value	Our audit procedures included the following:
As per SEBI InvIT regulations, the Trust is required to disclose statement of net assets at fair value and statement of total returns at fair value.	- obtaining the valuation report of the independent valuer and assessing the appropriateness of the Trusts valuation methodology applied in determining the fair value.
As at March 31, 2026, fair value of total assets was 273,646.48 million; out of which fair value of investments and loans in/to subsidiaries is 269,181.89 million representing 98.37 % of the fair value of total assets.	- assessing the assumptions around the key drivers of the cash flow forecasts, discount rates, revenue projections based on the independent experts traffic study reports and the cost estimates considering the technical report provided by independent experts.
Fair value for each of the subsidiaries in which the Trust has investments as at March 31, 2026 is determined using the discounted cash flow model, involving significant management judgment in respect of various key assumptions such as future cash flows, revenue growth rates, traffic estimates, discount rates, inflation and other economic parameters and assessment of the extension in concession periods considered on account of target traffic subject to final approval from authorities etc.	- evaluating the objectivity, independence and competency of independent valuer and experts involved in the process.
There is an inherent risk in the computation of fair value due to the use of estimates and judgements mentioned above.	- assessing the reasonableness of the managements assessment of the expected extensions to the concession period .
Therefore, computation and disclosures of statement of net assets and total returns at fair value is considered as a Key Audit Matter.	- involving our specialists, to assess the reasonableness of the managements projections of revenue including traffic growth through the balance concession period considered, the discount rate used in the valuation and the valuation methodology adopted by the Management to determine the fair value.
Refer 2.2(b)(iii) & 2.2(q) for the accounting policy on statement of net assets at fair value and statement of total returns at fair value of the standalone financial statements.	- discussing/evaluating potential changes in key drivers as compared to previous year/actual performance for valuation with Investment Manager of the Trust in order to evaluate whether the inputs and assumptions used in the cash flow projections were appropriate, including the considerations due to current economic and market conditions.
	- performing sensitivity analysis of key assumptions to understand the scenarios in case of changes to key assumptions.
	- testing the arithmetical accuracy of the valuation model and the computation in the statement of net assets and total returns at fair value.
	- evaluating the appropriateness and adequacy of disclosures made by Management of the Investment Manager for compliance with the relevant requirements of the SEBI InvIT Regulations.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Board of Directors of Vertis Fund Advisors Private Limited

(Formerly Known as Highway Concessions One Private

Limited) ("Investment Manager of the Trust") are responsible for the other information. The other information comprises the information included in the Annual Report but does not include standalone financial statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 ‘The Auditors responsibilities Relating to Other Information.

Responsibilities of Management and the Board of Directors of the Investment Manager for the Standalone Financial Statements

The Board of Directors of the Investment Manager (the "Board") is responsible for the preparation of these standalone financial statements that give a true and fair view of the standalone financial position, standalone financial performance including other comprehensive income, standalone changes in unitholders standalonecash equity, net distributable cash flows and other financial information of the Trust, in accordance with the requirements of the SEBI InvIT Regulations, and other accounting principles generally accepted in India, including the Ind AS to the extent not inconsistent with SEBI InvIT Regulations.

The Board is responsible for maintenance of adequate accounting records in accordance with the provisions of the SEBI InvIT Regulations for safeguarding the assets of the InvIT 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 financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 standalone financial statements by the Board, as aforesaid.

In preparing the standalone financial statements, the Board is responsible for assessing the ability of the Trust 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 either intend to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.

The Board is also responsible for overseeing the financial reporting process of the Trust.

AUDITORS RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the Standalone 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 Standalone Financial Statements.

As part of an 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 Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that sufficient and appropriate to provide a basis for our is 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 controls 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 such internal controls.

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

• Conclude on the appropriateness of Boards 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 ability of the the Trust to continue as a going

Standalone Balance Sheet

As at March 31, 2026

(All amounts in millions unless otherwise stated)

Particulars	As at	As at
	March 31, 2026	March 31, 2025
ASSETS
Non-current assets
Financial assets
Investments	52,347.80	41,382.62
Loans	1,47,962.61	1,06,999.06
Other financial assets	598.73	0.50
Non-current tax assets (net)	51.13	2.10
Other non-current assets	36.12	45.59
Total non-current assets	2,00,996.39	1,48,429.87
Current assets
Financial assets
Investments	1,175.02	549.05
Cash and cash equivalents	1.74	222.83
Bank balances other than cash and cash equivalents	2,569.81	1,163.91
Loans	13,269.89	7,183.68
Other current assets	32.04	98.06
Total current assets	17,048.50	9,217.53
Total assets	2,18,044.89	1,57,647.40
EQUITY AND LIABILITIES
EQUITY
Unit capital	1,28,610.63	1,28,610.63
Other equity	(5,948.38)	(9,507.75)
Distribution-Repayment of Capital	(16,993.34)	(9,450.97)
Total equity	1,05,668.91	1,09,651.91
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings	96,145.48	40,580.80
Deferred tax liabilities	-	0.56
Total non-current liabilities	96,145.48	40,581.36
Current liabilities
Financial liabilities
Borrowings	15,186.98	7,279.87
Trade payables
a) Total outstanding dues of micro enterprises and small enterprises; and	19.18	1.78
b) Total outstanding dues of creditors other than micro enterprises and small enterprises	52.17	20.08
Other financial liabilities	949.63	99.23
Other current liabilities	22.54	13.17
Total current liabilities	16,230.50	7,414.13
Total liabilities	1,12,375.98	47,995.49
Total equity and liabilities	2,18,044.89	1,57,647.40

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 Standalone 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 Trust to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. qualitative factors (i) in 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 standalone financial statements.

We communicate with those charged with governance of the Trust regarding, among other matters, the planned scope and timing of the audit and significant any significant 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

The comparative Standalone Financial Statements of The

Trust as at and for the year ended March 31, 2026, which comprises the Standalone Balance Sheet as at March 31, 2025, the Standalone Statement of Profit and Loss (including other comprehensive Income), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Unitholders Equity for the year ended March 31, 2025 and a summary of material accounting policies and other explanatory information, included in the Standalone Financial Statements were audited by predecessor auditor whose report dated May 16, 2025 expressed an Unmodified opinion on those Statements.

Our opinion on the standalone financial statements is not modified in respect of the above matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

We consider quantitative materiality and

As required by InvIT regulations, based on our audit, we report 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.

b) The Standalone Balanceaudit findings, including Sheet, the Standalone

Statementdeficiencies in internal control that we identify of Profit and Loss (including Other

Comprehensive Income), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Unitholders Equity are in agreement with the books of account of the Trust.

c) In our opinion, the aforesaid standalone financial statements comply with the InvIT Regulations, and in the context of the InvIT Regulations prevailing over certain Ind AS requirements, as explained in the Emphasis of Matter paragraph above, Indian Accounting Standards as defined in Rule 2(1)(a) of Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India.

d) In our opinion and to the best of our information and according to the explanations given to us, the ‘Standalone Statement of Net Assets at Fair Value as at March 31, 2026 and ‘Standalone Statement of Total Returns at Fair Value for the year ended March 31, 2026 have been prepared in accordance with the requirements of the InvIT Regulations.

	For S.B. Billimoria & Co. LLP
	Chartered Accountants
	Firms Registration No.101496W/W-100774
	Mukesh Jain
Place: Mumbai	(Partner)
Date: May 20, 2026	(Membership No.: 108262)
	UDIN: 26108262NPZQWS2247

Vertis Infrastructure Trust Auditor Reports

Vertis Infrastructure Trust Share Price Auditors Report

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES