Vertis Infrastructure Trust के अकाउंट के लिये नोट

Mar 31, 2025

* During the year ended March 31, 2025, the National Company Law Tribunal (NCLT) has approved the capital reduction scheme of ANHPL, GSHPL, STPL, and RAHPL and the National Company Law Appelate Tribunal (NCLAT) has approved the capital reduction scheme of UEPL. As per the order, the paid-up equity share capital has reduced as mentioned below. The aforesaid share capital reduction was made at fair market valuation of equity shares, and the said consideration is presented as loan given to subsidiary in the standalone financial statetments of Highways Infrastructure Trust pursuant to the capital reduction scheme. The resultant difference between carrying amount of investment and fair value of loan has been recognized in the statement of profit or loss of the standalone financial statement of the Trust.

(i)    For assets pledged as security, refer note 38

(ii)    During the current financial year ended March 31, 2025, the compulsorily convertible debentures (CCDs) has been converted into optionally convertible debentures (OCDs) having a term of 30 years from the original date of issue. The outstanding OCDs shall earn coupon at the rate of 14% p.a. payable annually or as may be mutually agreed between holder and issuer. Further, during the current year ended March 31, 2025, OCDs of BETPL were partialy redeemed.

During the previous financial year ended March 31, 2024, OCDs of GEPL (partialy) and JPEPL (fully) were redeemed.

(i)    Refer Note 34 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortized cost and note 35 - Financial risk management for assessment of expected credit losses)

(ii)    For assets pledged as security, refer note 38

(iii)    During the year ended March 31, 2025, the National Company Law Tribunal (NCLT) has approved the capital reduction scheme of ANHPL, GSHPL, STPL, and RAHPL and the National Company Law Appelate Tribunal (NCLAT) has approved the capital reduction scheme of UEPL. As per the order, the paid-up equity share capital has reduced as mentioned below. The aforesaid share capital reduction was made at fair market valuation of equity shares, and the said consideration is presented as loan given to subsidiary in the standalone financial statetments of Highways Infrastructure Trust pursuant to the capital reduction scheme.

(i) Terms, rights attached to unit capital:

Subject to the provisions of the SEBI Regulations, the indenture of fund, and applicable rules, regulations and

guidelines, the rights of the unit holders include:

a)    The beneficial interest of each Unitholder shall be equal and limited to the proportion of the number of Units held by the Unitholder to the total number of Units. Each Unit represents an undivided beneficial interest in the Highways Infrastructure Trust (‘the Trust’).

b)    Right to receive income or distributions with respect to the units held.

c)    Right to attend the annual general meeting and other meetings of the unit holders which are conducted in accordance with the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (‘SEBI Regulations’).

d)    Right to vote upon any matter/resolutions proposed in relation to the unitholders.

e)    Right to receive periodic information-the Investment Manager, on behalf of the Highways Infrastructure Trust, shall also submit such information to the Stock Exchange and the Unitholders, on a periodical basis as may be required under the InvIT Regulations and the Listing Agreement to be entered into with the Stock Exchange. The Investment Manager (on behalf of the Trust) shall disclose to the Stock Exchange, the Unitholders and SEBI, all such information and in such manner as specified under the InvIT Regulations and such other requirements as may be specified by SEBI.

f)    Any buyback and de-listing of Units shall be in accordance with the Trust Deed and the SEBI Regulations.

g)    the Investment Manager shall ensure adequate and timely redressal of all Unitholders’ grievances pertaining to the activities of the Trust, and the Trustee shall periodically review the status of Unitholders’ complaints and their redressal undertaken by the Investment Manager. The Investment Manager shall maintain records of the Unitholders’ grievances and the actions taken thereon, including copies of correspondences made with the Unitholders.

h)    no unitholder of the Trust shall enjoy superior voting or any other rights over another Unitholder. Further, the Units shall not have multiple classes. However, subordinate Units may be issued only to the Sponsor and its Associates, where such subordinate units carry only inferior voting or any other rights compared to other units in the future in accordance with Regulation 4(2)(h) of the SEBI Regulations.

i)    In terms of the SEBI Regulations not less than 90% of the net distributable cash flows of the Trust shall be distributed to the Unitholders. Such distribution shall be declared and made such that the time period between any two declarations of distribution shall not exceed one year.

Limitations to the liability of unitholders:

A Unitholder has no equitable or proprietary interest in the InvIT Assets and is not entitled to transfer of the InvIT Assets (hereinafter referred as the Trust assets) (or any part thereof) or any interest in the InvIT Assets (or any part thereof) of the Trust. A Unitholder’s right is limited to the right to require due administration of the Trust in accordance with the provisions of the Trust Deed and the Investment Management Agreement.

(iv)    There were no units issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus issue and/or brought back since the date of incorporation.

(v)    The Trust has issued 46,686,295 units to Galaxy Investments II Pte Ltd in consideration for the acquisition of BETPL’s share capital, compulsorily convertible debentures (CCDs), and preference share capital, without any cash payment being received.

(vi)    During the previous financial year ended March 31, 2024, the Board of Directors of Highway Concessions One Private Limited (acting in its capacity as Investment Manager of the Trust), in its meeting held on July 06, 2023, had considered and approved, inter-alia, issue of units aggregating up to ' 5,150.00 Mn (“Issue”) by way of a rights issue to eligible unitholders of the Trust, subject to receipt of necessary approvals from statutory, regulatory and other authorities as applicable in accordance with the applicable provisions of the InvIT Regulations and other applicable laws. The net proceeds from the issue are proposed to be utilized towards the following objects:

(a)    Acquisition of 100% of the issued, subscribed and paid-up equity share capital of the Ateli Narnaul Highway Private Limited (“Target SPV”) from H.G. Infra Engineering Limited (“Shareholders of the Target SPV”)

(b)    Partial or full repayment of the outstanding debt of the Target SPV, including the debt availed by the Target SPV from certain external lenders and its existing shareholders; and

(c)    for general corporate purposes.

Pursuant to the above issue, draft letter of offer filed with the National Stock Exchange of India Limited (“NSE”) on July 07, 2023, and letter of offer filed with NSE on September 25, 2023 in accordance with applicable law. Further, the Investment Manager of the trust has approved allotment of 65,931,294 units on a rights basis on October 13, 2023 to the eligible unitholders of Highways Infrastructure Trust who have submitted bids under the rights issue for cash at a price of ' 77.96 per unit aggregating to approximately ' 5,140.00 Mn, in accordance

with the applicable law. In-principal approval for listing of the above units was received via letter dated October 16, 2023 from NSE who intimated the Investment Manager of the Trust that the NSE has listed and admitted to dealings of these units on the Stock Exchange w.e.f October 17, 2023.

The Trust has paid issue management fees of ' 17.70 Mn to Axis Capital Limited (“Axis Capital”) from the Rights Issue Proceeds during the year ended March 31, 2024. While Axis Capital is an affiliate of the Trustee, it is not an associate of the Trust in terms of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. There is no conflict of interest under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended, or any other applicable SEBI rules or regulations and current disclosure is being made to ensure disclosure of all transactions with affiliate of the Trustee. The disclosure w.r.t. issue management fees was disclosed on the letter of offer dated September 25, 2023 for rights issue filed with the NSE.

(vii)    During the previous financial year ended March 31, 2024, the Board of Directors of the Investment Manager of the Trust has approved the allotment of 265,454,540 units of the Trust at an issue price of ' 82.50 per unit for an aggregate amount up to approximate ' 21,900.00 Mn on a preferential basis in accordance with the the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 read with Chapter 7 ‘guidelines for preferential issue and institutional placement of units by listed InvITs’ of Master Circular for Infrastructure Investment Trusts (InvITs) dated July 06, 2023 and amendments thereof (herein referred as the ‘SEBI Regulations’). The units were listed with National Stock Exchange Limited on January 19, 2024. The proceeds of ' 21,900.00 Mn have been utilized for payment of purchase consideration of STPL and GRICL.

(viii)    During the quarter and year ended March 31, 2025, the Board of Directors of the Investment Manager of the Trust has approved the allotment of 58,702,708 units of the Trust at an issue price of ' 85.30 per unit for an aggregate amount up to approximate ' 5,007.34 Mn on a preferential basis in accordance with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 read with Chapter 7 ‘guidelines for preferential issue and institutional placement of units by listed InvITs’ of Master Circular SEBI/HO/DDHS-PoD-2/P/CIR/2024/44 for Infrastructure Investment Trusts (InvITs) dated May 15, 2024 and amendments thereof (herein referred as the ‘SEBI Regulations’). The units were listed with National Stock Exchange Limited on June 14, 2024. Refer note 46.

(ix)    During the quarter and year ended March 31, 2025 Preferential Issue Allotment Committee (“PIAC”) constituted by the Board of Directors of Investment Manager of the Trust has approved the allotment of 704,395,456 units of the Trust at an issue price of ' 78.10 per unit for an aggregate amount up to approximate ' 55,013.29 Mn on a preferential basis in accordance with the SEBI Regulations. The units were listed with National Stock Exchange Limited on January 22, 2025. The same has been utilized for Investment in Equity Shares and providing secured and unsecured rupee term loan to NTEPL.

For repayment terms and security details of the outstanding non-current borrowings (including current maturities) refer the table below:

A.    REPAYMENT TERMS

I    Repayment terms of rupee term loan (RTL):

Rupee term loan (including RTL- 1 for sanctioned limits of ' 8,000.00 Mn, RTL-2 for sanctioned limits of ' 19,000.00 Mn and RTL - 4 for sanctioned limits of ' 33,000.00 Mn) from banks and financial institutions (including current maturities) of ' 33,955.09 Mn (March 31, 2024: ' 21,650.23 Mn) which carries weighted average interest rate of 8.32% p.a. (March 31, 2024: 8.34% p.a.) linked to Benchmark Rates (as defined in Rupee Loan Agreement or any communication from lender in relation to shift in Benchmark Rate) plus spread, if any, the interest rate will reset on such periodicity (in line with Benchmark Rate). The RTL-1 loan is repayable in 55 structured quarterly installments starting from September 30, 2022 and ending on March 31, 2036. The RTL- 2 loan is repayable in 65 structured quarterly installments starting from March 31, 2024 and ending on June 30, 2040. The RTL - 4 loan is repayable in 67 structured quarterly installments starting from June 30, 2025 and ending on December 31, 2041.

II    Repayment terms of non-convertible debentures (NCD):

Series I and II:

For the previous year ended March 31, 2023, ‘The Trust has issued senior, secured, taxable, rated, listed, redeemable, non-convertible debt (NCDs) amounting to ' 4,000.00 Mn for Series I at coupon rate of 7.81% p.a. (March 31, 2024: 7.81% p.a) and ' 2,500.00 Mn for Series II at coupon rate of 8.25% p.a (March 31, 2024: 8.25% p.a) having an outstanding balance as at March 31, 2025 of ' 6,310.00 Mn (March 31, 2024 of ' 6,366.13 Mn) which will mature on December 22, 2025 and September 22, 2029 respectively. The NCDs are listed on Bombay Stock Exchange (BSE). The said Series I NCDs is repayable in 13 structured quaterly installments starting from December 31, 2022 and ending on December 22, 2025. Further Series II NCDs is repayable in 28 structured quaterly installments starting from December 31, 2022 and ending on September 22, 2029.

Series III:

The Trust has issued senior, secured, taxable, rated, listed, redeemable Non-Convertible Debentures (“NCD’s”) amounting to ' 5,000.00 Mn for Series III at coupon rate of 8.34% p.a. (March 31, 2024: 8.34% p.a.) having an outstanding balance as at March 31, 2025 of ' 4,989.58 Mn (March 31, 2024 of ' 4,974.49 Mn). The NCDs are listed on Bombay Stock Exchange (BSE). The Said series III NCDs is repayable in bullet payments at the end of 3 years from deemed date of allotments i.e. January 18, 2024.

B.    SECURITY CLAUSE: NON-CONVERTIBLE DEBENTURS (NCD) AND RUPEE TERM LOAN (RTL) ARE SECURED BY:

a) first ranking pari passu security interest, by way of hypothecation on all movable assets and the receivables of Highways Infrastructure Trust (‘the Issuer’), present and future, including but not limited to:

i)    all receivables of the Issuer from the HoldCos and SPVs

ii)    loans and advances, and interest on such loans and advances advanced by the Issuer to the HoldCos and SPVs

iii)    dividends and any other amounts to be paid/payable by the HoldCos and SPVs to the Issuer

iv)    inventories, contractual rights, securities, patents, trademarks, other intellectual property, equipment and/or insurances (in each instance, if any) of the Issuer

v)    all other current assets of the Issuer, including all the Issuer’s tangible and intangible assets, including but not limited to its goodwill, undertaking and uncalled capital, both present and future;

(b) first ranking pari passu charge by way of mortgage on all immoveable assets of the Issuer (if any), both present and future

(c)    first ranking pari passu charge by way of hypothecation over all bank accounts of the Issuer, including but not limited to the escrow account and the sub-accounts (or any account in substitution thereof), and in all funds from time to time deposited therein (including the reserves) and the permitted investments or other securities representing all amounts credited to the escrow account including the cash flows to be received from the HoldCos and SPVs.

(d)    first ranking pari-passu charge over DSRA all funds from time to time deposited therein and all permitted investments or other securities representing all amounts credited to the DSRA or, as applicable, the bank guarantee or fixed deposit in lieu of the DSRA.

(e)    first ranking pari passu charge by way of assignment through hypothecation by way of security of (i) all the right, title, interest, benefits, claims and demands whatsoever of the Issuer in, to and under all the loans and advances extended by the Issuer to any of the HoldCos and SPVs present and future (collectively, the “Issuer Loans”) (ii) the right, title and interest and benefits of the Issuer in, to and under all the SPV Financing Documents, deeds, documents and agreements or any other instruments (both present and future) which are now executed or may hereafter be executed by the Issuer with respect to the Issuer Loans including the rights and securities available to the Issuer in respect of the Issuer Loans including documents in respect of Issuer Loan;

(f)    a first ranking pari passu pledge over all the equity shares, preference shares, debentures (whether convertible or not) representing 100% (one hundred percent) of such securities, respectively, issued by each of SPVs and the HoldCos to the Issuer/HoldCo (“Pledged Securities”).

i)    As per Ind AS 36 ‘Impairment of Assets’, management carried out the impairment assessment of investment in subsidiaries and on secured and unsecured loans given to SPVs and provided for an impairment loss (net) of ' 4,885.08 Mn (March 31, 2024: ' 4,964.79 Mn) basis the fair valuation conducted as per the future projected cash flows of the assets (after performing sensitivity analysis) during the year ended March 31, 2025. The recoverable value determined through value in use method in respect of investment in subsidiary. The discount rate used for determining the recoverable value is 8.99% for SEPL, 10.06% for JPEPL, 9.98% for UTPL, 7.52% for ANHPL, 7.54% for RAHPL, 8.04% for GSHPL and 9.49% for STPL for the year ended March 31, 2025 and 8.07% for NBPL, 10.44 % for JPEPL, 7.43% for RAHPL, 7.50% for GSHPL and 9.94% for STPL for the year ended March 31, 2024.

ii)    During the previous year ended March 31, 2024, three of the project SPVs, namely Ateli Narnaul Highway Private Limited (“ANHPL”), Rewari Ateli Highway Private Limited (“RAHPL”), and Gurgaon Sohna Highway Private Limited (“GSHPL”), submitted petitions to the NCLT for equity share capital reduction in accordance with Section 66 and other provisions of the Companies Act, 2013. Subsequent to the approval of the capital reduction scheme, the consideration for the reduction of capital shall stand outstanding, and the terms for such repayment shall be mutually agreed upon by the respective Company and its shareholders. The Company has filed the petitions, which were admitted by the NCLT The Company has received final order for approving the capital reduction scheme in ANHPL and GSHPL on August 14, 2024, and RAHPL on February 18, 2025. Necessary impacts have been considered in the audited standalone financial results of the Trust for the year ended March 31, 2025. The said reduction of equity share capital of RAHPL has lead to a gain of ' 141.32 Mn which has been disclosed as an exceptional items in the audited standalone financial statement of the Trust for the year ended March 31, 2025.

iii)    During the current year ended March 31, 2025, Swarna Tollway Private Limited (“STPL”) filed a petition with the NCLT for equity share capital reduction under Section 66 of the Companies Act, 2013. Subsequent to the approval of the capital reduction scheme, the consideration for the reduction of capital shall stand outstanding, and the terms for such repayment shall be mutually agreed upon by the Company and its shareholders. The petitions were filed on June 29, 2024 and were admitted by the NCLT on July 10, 2024. The Company has received final order for approval of capital reduction scheme in STPL on November 21, 2024.

Consequent to the capital reduction approval order received from NCLT, the Trust has recognized unsecured rupee term loan and de-recognized Investment in Equity Shares of STPL. The said reduction of equity share capital has lead to a gain of ' 1,808.85 Mn which has been disclosed as an exceptional items in the audited standalone financial statement of the Trust for the year ended March 31, 2025.

] CAPITAL AND OTHER COMMITMENTS

Commitments as at March 31, 2025 is Nil (March 31, 2024: Nil)

CONTINGENT LIABILITIES

Contingent liabilities as at March 31, 2025 is Nil (March 31, 2024: Nil)

E9 INFORMATION ON RELATED PARTY TRANSACTIONS PURSUANT TO IND AS 24 - RELATED PARTY DISCLOSURES

Following are the related parties and transactions entered with related parties for the year ended March 31, 2025 and March 31, 2024:

Subsidiaries

Ulundurpet Expressways Private Limited (“UEPL”)

Nirmal BOT Private Limited (“NBPL”) (formerly known as ‘Nirmal Bot Limited’)

Godhra Expressways Private Limited (“GEPL”)

Dewas Bhopal Corridor Private Limited (“DBCPL”)

Shillong Expressway Private Limited (“SEPL”)

Jodhpur Pali Expressway Private Limited (“JPEPL”)

Udupi Tollway Private Limited (“UTPL”) (formerly known as Navayuga Udupi Tollway Private Limited) w.e.f November 02, 2023

Ateli Narnaul Highway Private Limited (“ANHPL”) (formerly known as H.G Ateli Narnaul Highway Private Limited) w.e.f November 22, 2023

Rewari Ateli Highway Private Limited (“RAHPL”) (formerly known as H.G Rewari Ateli Highway Private Limited) w.e.f November 22, 2023

Gurgaon Sohna Highway Private Limited (“GSHPL”) w.e.f November 22, 2023 Gujarat Road and Infrastructure Company Limited (“GRICL”) w.e.f January 24, 2024 Swarna Tollway Private Limited (“STPL”) w.e.f January 24, 2024 Bangalore Elevated Tollway Private Limited (“BETPL”) w.e.f. June 12, 2024 North Telangana Expressway Private Limited (“NTEPL”) w.e.f. October 15, 2024

Rewari Bypass Private Limited (“RBPL”) (formerly known as “H.G. Rewari Bypass Private Limited”) w.e.f. February 20, 2025 Holding Entity

Galaxy Investments II Pte. Ltd Intermediate holding entities

Galaxy Investments Pte. Ltd

KKR Asia Pacific Infrastructure Holdings Pte Ltd

Ultimate holding entity

KKR Asia Pacific Infrastructure Investors SCSp*

*Managed by its general partner KKR Associates AP Infrastructure SCSp. Further KKR Associates AP Infrastructure SCSp is in turn managed by its general partner, KKR AP Infrastructure S.a rl

Fellow subsidiaries*

Highway Concessions One Private Limited (“HC1”)

HC One Project Manager Private Limited

*With whom the Group had transactions during the current or previous year Key managerial personnel (KMP) as per Ind AS 24 - “Related party disclosures”

Refer note II C. (xiv) for details of KMP of Highway Concessions One Private Limited who is acting as an investment manager on behalf of the Trust.

1    All transactions with related parties are made on the terms equivalent to those that prevail in arm’s length transactions and within the ordinary course of business. Outstanding balances at respective year/period ends are secured and unsecured and settlement is generally done through banking channels.

2    The above information has been determined to the extent such parties have been identified on the basis of information available with the Trust and relied upon by the auditors.

IV. Details in respect of related party transactions involving acquisition of InvIT assets as required by Para 4.6.6 of chapter 4 of SEBI Master Circular No.SEBI/HO/DDHS-PoD-2/P/CIR/2024/44 dated May 15, 2024 as amended including any guidelines and circulars issued thereunder on standalone audited financials of the Trust for the year ended March 31, 2025

The acquisition have been made pursuant to the terms mentioned in a resolution of the existing unitholders approving the issue of units, in accordance with Regulation 22(5) of the SEBI Regulations passed on June 11, 2024 and Securities Purchase Agreement dated August 30, 2023 (“SPA”) executed amongst the Galaxy Investments II Pte. Ltd (“Sponsor”) and the Trust, the sponsor has assigned its rights and obligations under Security Purchase Agreement to the Trust subject to certain terms and conditions. The Sponsor transferred 100% of equity shares capital, CCD, and CCPS of BETPL to the Trust and price is discharged by the Trust by issuing 46,686,295 units at Net asset value (“NAV”) of ' 85.30 per unit.

Accordingly, the Trust has acquired 21,591,279 equity shares (including of nominee), 32,202,939 CCD and 12,941,850 CCPS of BETPL from the Sponsor as on June 12, 2024.

C No external financing has been obtained for acquisition of BETPL.

D    No fees or commission received or to be received from any associate party in relation to acquisition of BETPL.

E    During the year ended March 31, 2025, the Trust has acquired a subsidiary namely RBPL, however the same is

not acquired from related parties, hence no disclosure is made in respect of that.

For the year ended March 31, 2024:

During the year ended March 31, 2024, the Trust has acquired 6 Subsidiaries namely UTPL, RAHPL, ANHPL, GSHPL, STPL and GRICL, however the same is not acquired from related parties, hence no disclosure is made in respect of that.

Dues to Micro Enterprises and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Investment Manager of the Trust.

*Refer note 18

FAIR VALUE DISCLOSURES i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the Balance Sheet are divided into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: Inputs are other than quoted prices included within level-1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: Inputs is not based on observable market data(unobservable inputs). Fair values are determined in whole

Valuation process and technique used to determine fair value

The fair value of investments in mutual fund units are based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at each reported balance sheet dates. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

A) Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Trust. The Trust is exposed to this risk for various financial instruments, for example by granting loans and making deposits, etc. The Trust’s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets:

-    cash and cash equivalents,

-    loans and receivables carried at amortized cost.

(a) Credit risk management

The Trust assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults of counterparties, identified either individually or by the Trust, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments with different characteristics. The Trust assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

(i)    Low credit risk

(ii)    Moderate credit risk

(iii)    High credit risk

Cash and cash equivalents and bank balances other than cash and cash equivalents

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.

Loans and non-current investments measured at amortized cost

Loans measured at amortized cost and loans given to related parties, the credit risk related to these financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

(b) Expected credit losses

Financial assets (other than trade receivables)

The Trust provides for expected credit losses on loans and advances by assessing individual financial instruments for expectation of any credit losses.

-    For cash and cash equivalents- Since the Trust deals with only high-rated banks and financial institutions, credit risk in respect of cash and cash equivalents, other bank balances and bank deposits is evaluated as very low.

-    For loans - Credit risk is evaluated based on the Trust’s knowledge of the credit worthiness of those parties and loss allowance is measured. Since, this category includes loans which has been given to its subsidiary companies, credit risk in respect of these loans is evaluated as high.

B) Liquidity risk

Liquidity risk is the risk that the Trust may encounter difficulty in meeting its present and future obligations associated with financial liabilities that are required to be settled by delivering cash or another financial asset. The Trust’s objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral obligations. The Trust requires funds both for short-term operational needs as well as for long-term

investment programs mainly in growth projects. The Trust closely monitors its liquidity and deploys a robust cash management system. It aims to minimize these risks by generating sufficient cash flows from its current operations, which in addition to the available cash and cash equivalents, liquid investments and sufficient committed fund facilities, will provide liquidity.

a)    Financing arrangements

The Trust has access to undrawn borrowing facilities under rupee term loan agreement at the end of the March 31, 2025 amounting to ' 70,500.00 Mn and March 31, 2024 amounting to ' 4,751.57 Mn.

b)    Maturities of financial liabilities

The tables below analyze the Trust’s financial liabilities into relevant maturity categories based on their contractual maturities for all non-derivative financial liabilities:

The amounts disclosed in the table are the contractual undiscounted cash flows net of processing fees.

C) Interest rate risk i) Liabilities

The Trust’s policy is to minimize interest rate cash flow risk exposures on long-term financing. At the reporting periods end, the Trust is exposed to changes in market interest rates through bank borrowings at variable interest rates. The Trust’s investments in fixed deposits pay fixed interest rates.

Interest rate risk exposure

D Foreign currency risk

The Trust has made few foreign currency transaction during the financial year ended March 31, 2025'3.63 Mn (March 31, 2024: ' 10.50 Mn). As at March 31, 2025 there is no foreign currency exposure. Hence, Trust is not exposed to any foreign currency risk.

Assets

The Trust’s fixed deposits are carried at amortized cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107 ‘Financial Instruments Disclosures’, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

E Price risk

i) Exposure

The entity’s exposure to price risk arises from investments held and classified in the Balance Sheet at fair value through profit or loss. To manage the price risk arising from investments, the entity diversifies its portfolio of assets.

] CAPITAL MANAGEMENT

For the purpose of the Trust’s capital management, capital includes issued unit capital and all other equity reserves attributable to the unit holders of the Trust. The primary objective of the Trust’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.

The Trust manages its capital structure and makes adjustments to it in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Trust may return capital to shareholders or issue new shares. The Trust monitors capital using a gearing ratio, which is net debt divided by total equity. The Trust’s policy is to keep the gearing ratio optimum. The Trust includes within its net debt, borrowings less cash and cash equivalents.

] INFORMATION ON SEGMENT REPORTING PURSUANT TO IND AS 108 - OPERATING SEGMENTS

The Trust’s activities comprise of owning and investing in Infrastructure SPVs to generate cash flows for distribution to unitholders. Based on the guiding principles given in Ind AS - 108 “Operating Segments”, this activity falls within a single operating segment and accordingly the disclosures of Ind AS -108 have not separately been given. The Trust is operating in India which is considered as a single geographical segment.

C There is no contract liability** balance as at March 31, 2025.

*Contract asset is the right to consideration in exchange for goods or services transferred to the customer. “Contract liability is the Trust’s obligation to transfer goods or services to a customer for which the Trust has received consideration from the customer in advance.

D There is no adjustment made to the contract price of the contract and hence the revenue recognized in the statement of profit and loss is in agreement to the with the contracted price under the contract.

E The Trust recognized revenue when it satisfies the performance obligations as per the terms of relevant contracts entered with the customers.

DISTRIBUTION RELATED TO FY 2023-24

The Board of Directors of the Investment Manager of the Trust have declared a distribution of ' 9.3792 (rounded off) per unit, amounting to ' 7,005.19 Mn, in their meeting held on May 16, 2024 and the aforesaid distribution was paid to eligible unitholders on May 28, 2024 and May 29, 2024.

Distribution related to FY 2024-25:

The Board of Directors of the Investment Manager of the Trust have declared a distribution of ' 4.7637 (rounded off) per unit amounting to ' 3,837.58 Mn, ' 3.1210 (rounded off) per unit amounting to ' 2,514.24 Mn and ' 1.1945 (rounded off) per unit amounting to ' 1,803.68 Mn in their meeting held on August 08, 2024, November 08, 2024 and Februray 04, 2025 respectively and the aforesaid distribution was paid to eligible unitholders on August 20, 2024, November 19, 2024 and February 12, 2025 respectively. Subsequent to quarter ended March 31, 2025, the Board of Directors of the Investment Manager have declared distribution of ' 3.2500 (rounded off) per unit amounting to ' 4,907.45 Mn in their meeting held on May 16, 2025. Accordingly, the total distribution for the financial year ended March 31, 2025 stands at ' 12.3292 per unit (March 31, 2024: ' 16.5576 per unit).

Further, the yield per unit for the financial year ended March 31, 2025 stands at 13.12% (March 31, 2024: 19.41%) which have been calculated as (Total distribution per unit for the financial year ended March 31, 2025/NAV per unit) as disclosed in the standalone financial statement as at March 31, 2025.

42 The Trust was registered as an irrevocable trust set up under the provisions of Indian Trusts Act, 1882 on December 03, 2021. Trust was registered as an Infrastructure Investment Trust under the InvIT Regulations, as on December 23, 2021 having registration number IN/InvIT/21-22/0019.

INVESTMENT MANAGER FEES

Pursuant to the Investment Management Agreement with the Investment Manager i.e Highway Concessions One Private Limited dated October 20, 2022 as amended, Investment Manager is entitled to fees @ 10% markup over the cost per annum. The Investment Management Fees shall be borne by the InvIT and the Special Purpose Vehicles of the InvIT (“SPVs’) in the proportion of 20:80 amongst the SPVs, the Fees would be allocated as mutually agreed with the SPVs. There are no changes during the year in the methodology for computation of fees paid to Investment Manager.

E9 THE TRUST ACQUIRED THE FOLLOWING COMPANIES (PROJECT SPV’S) ON FOLLOWING DATES:

(i)    Bangalore Elevated Tollway Private Limited on June 12, 2024; and

(ii)    Rewari Bypass Private Limited (“RBPL”) (Formerly known as H.G. Rewari Bypass Private Limited) on February 20, 2025.

REDUCTION OF EQUITY SHARE CAPITAL OF SUBSIDIARIES:

The application for equity share capital reduction under Section 66 and other provisions of the Companies Act, 2013, submitted by Ulundurpet Expressways Private Limited (“UEPL”), was declined by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) via its order dated January 10, 2024. UEPL filed an appeal under Section 421 of the Companies Act, 2013, with the Hon’ble National Company Law Appellate Tribunal, Principal Bench, New Delhi (“NCLAT”) on February 02, 2024, and the matters were heard on May 02, 2024 and December 12, 2024. The NCLAT on January 06, 2025 has set aside the order passed by the NCLT. Further, Certificate of Registration of order confirming reduction of capital is received on January 24, 2025 from Registrar of Company (“ROC”). Necessary impacts have been considered in the audited standalone financial statement of the Trust for the year ended March 31, 2025.

46    During the previous year ended March 31, 2024, the Trust has entered into a Share Purchase Agreement on August 30, 2023 for acquisition of 100% (one hundred percent) shareholding in one or more tranches and management control in one special purpose vehicles owned by Galaxy Investments Pte. II Ltd (Sponsor of the Trust) i.e. Bangalore Elevated Tollway Private Limited (‘BETPL’). Approval for change in ownership was received on March 11, 2024 from National Highways Authorities of India (“NHAI”). During the current year ended December 31, 2024, the Trust has acquired 100% (one hundred percent) stake effective from June 12, 2024 (‘acquisition date’) against issue of 1,396,071 units of the Trust at Net Asset Value (NAV) of ' 85.30 each, for consideration of ' 119.08 Mn. Further, the Trust has acquired compulsorily convertible debentures (CCDs) of BETPL by issue of 43,773,008 units of the Trust at NAV of ' 85.30 each, against the consideration of ' 3,733.84 Mn and has also acquired compulsorily convertible preference shares (CCPS) of BETPL by issue of 1,517,216 units of the Trust at NAV of ' 85.30 each, against the consideration of ' 129.42 Mn.

Accordingly, necessary impacts have been considered in the audited standalone financial statement of the Trust for the year ended March 31, 2025.

47    During the previous year ended March 31, 2024, the Trust has entered into a Share Purchase Agreement on May 03, 2023 for acquisition of 100% (one hundred percent) shareholding in one or more tranches and management control in special purpose vehicle owned by H.G Infra Engineering Limited namely H.G. Rewari Bypass Private Limited (‘RBPL’). Approval for change in ownership was received on March 18, 2024 from the NHAI.

Consequently, the Trust acquired 100% (one hundred percent) issued and paid up equity share capital of RBPL on Febuary 20, 2025 (‘acquisition date’) for a total consideration of ' 1,423.00 Mn (including contingent consideration amounting to ' 92.28 Mn) from H.G Infra Engineering Limited, the said entity have become a subsidiary of the Trust. Accordingly, necessary impacts have been considered in the audited standalone financial results for the half year and year ended March 31, 2025.

48    During the year ended March 31, 2025, the Trust has received Letter of Award (LOA) from NHAI for Tolling, Operation, Maintenance and Transfer of Four lane MH/TS Border to Armur (from Existing Km 175+000 to Existing Km 313+507) & Adloor Yellareddy to Bowenpally (from Existing Km 373+762 to Existing Km 486+838) of NH - 44 in the state of Telangana (TOT Bundle 16) on Toll Operate Transfer (TOT) Mode basis on request for proposal issued by the NHAI for concession period of 20 years commencing from appointed date against payment of upfront concession fees of ' 66,610.00 Mn. The Trust has incorporated a SPV/Subsidiary entity namely North Telangana Expressway Private Limited (NTEPL) on October 14, 2024 for the said project. Further, NTEPL has executed the Concession Agreement with NHAI on October 18, 2024 and effective from February 14, 2025, NHAI has granted the right to collect toll revenue.

SCHEME OF ARRANGEMENT BY SUBSIDIARY COMPANY:

During the year ended March 31, 2025, BETPL filled a scheme of arrangement with NCLT Bench, Mumbai in accordance with section 230 read with section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 for restructuring and reorganization of reserves of the Company. The restructuring shall lead to utilization of balance in the securities premium and general reserve account in an effective manner for the benefit of the BETPL. The scheme was filed on August 12, 2024 and the Company submitted an application for an urgent hearing on September 20, 2024. The Company has filed the hearing petitions, which is admitted by the NCLT on March 04, 2025. Management is currently awaiting next hearing date for order announcement.

50| During the previous year ended March 31, 2024, the Board of Directors of the Investment Manager has executed the share purchase agreement on January 15, 2024 for acquisition of 100% (one hundred percent) shareholding in one or more tranches and management control in twelve special purpose vehicles owned by PNC Infratech Limited and PNC Infra Holdings Limited namely:

(i)    PNC Rajasthan Highways Private Limited (“PRHPL”);

(ii)    PNC Chitradurga Highways Private Limited (“PCHPL”);

(iii)    PNC Aligarh Highways Private Limited (“PAHPL”);

(iv)    PNC Bundelkhand Highways Private Limited (“PBHPL”);

(v)    PNC Khajuraho Highways Private Limited (“PKHPL”);

(vi)    PNC Triveni Sangam Highways Private Limited (“PTSHPL”);

(vii)    PNC Challakere (Karnataka) Highways Private Limited (“PCKHPL”);

(viii)    PNC Meerut Haridwar Highways Private Limited (“PMHHPL”);

(ix)    PNC Bithur Kanpur Highways Private Limited (“PBKHPL”);

(x)    PNC Unnao Highways Private Limited (“PUHPL”);

(xi)    PNC Gomti Highways Private Limited (“PGHPL”) and

(xii)    PNC Bareilly Nainital Highways Private Limited (“PBNHPL” or the “Toll Asset”).

During the year ended March 31, 2025, the Competition Commission of India (CCI) has approved the acquisition of 100% equity stake, along with management and control on August 06, 2024. Further, In-principal approval for change in ownership were received from NHAI as per details below. The completion of the acquisition remains subject to obtaining the necessary approvals and fulfilling of contractual obligations.

PREFERENTIAL ALLOTMENT OF UNITS BY THE TRUST:

During the year ended March 31, 2025:

A.    The Board of Directors of the Investment Manager of the Trust has approved the allotment of 58,702,708 units of the Trust at an issue price of ' 85.30 per unit for an aggregate amount of ' 5,007.34 Mn on a preferential basis in accordance with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 read with Chapter 7 ‘guidelines for preferential issue and institutional placement of units by listed InvITs’ of Master Circular SEBI/HO/DDHS-PoD-2/P/CIR/2024/44 for Infrastructure Investment Trusts (InvITs) dated May 15, 2024 and amendments thereof (herein referred as the ‘SEBI Regulations’). The units were listed with National Stock Exchange Limited on June 14, 2024.

B.    Preferential Issue Allotment Committee (“PIAC”) constituted by the Board of Directors of Investment Manager of the Trust has approved the allotment of 704,395,456 units of the Trust at an issue price of ' 78.10 per unit for an aggregate amount of ' 55,013.29 Mn on a preferential basis in accordance with the SEBI Regulations. The units were listed with National Stock Exchange Limited on January 22, 2025.

52    During the year ended March 31, 2025, pursuant to Regulation 23(6) of the SEBI InvIT Regulations, read with circulars and guidelines issued thereunder from time to time and Regulation 51(2) of the SEBI LODR Regulations, the Board of Directors of Investment Manager of the Trust have informed the National Stock Exchange of India Limited and BSE Limited regarding resignation of Mr. Stefano Ghezzi, unitholder nominee director on account of cessation of his engagement with 2452991 Ontario Limited, an unitholder of the Trust (“Nominating Unitholder”) vide it’s letter dated November 14, 2024 and appointment of Mr. Bruce Ross Crane in place of Mr. Stefano Ghezzi effective from December 13, 2024.

Further, during the quarter ended March 31, 2025, the Board of Directors of Investment Manager of the Trust have informed the National Stock Exchange of India Limited and BSE Limited regarding resignation of Mr. Bruce Ross Crane, unitholder nominee director on account of cessation of his engagement with 2452991 Ontario Limited, an unitholder of the Trust (“Nominating Unitholder”) vide it’s letter dated February 20, 2025 and appointment of Mr. Michael Nachaty in place of Mr. Bruce Ross Crane effective from February 24, 2025.

53    During the year ended March 31, 2025, pursuant to the applicable provisions of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 read with circulars and guidelines issued thereunder from time to time (“SEBI Regulations”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations”), the Board of Directors of Investment Manager of the Trust have informed the National Stock Exchange of India Limited and BSE Limited regarding:

(i)    Appointment of Mr. Soma Sankara Prasad as an Additional Independent Director and Dr. Zafar Khan as an Additional Executive Director effective from August 08, 2024; and

(ii)    Ms. Meghana Singh, general counsel of Investment Manager of the Trust, was additionally appointed as compliance officer of the Trust on August 09, 2024, and she tendered her resignation from the position of compliance officer of the Trust w.e.f. November 08, 2024 , and in her place, based on recommendation of the nomination and remuneration committee, the Board of Directors of Investment Manager of the Trust has appointed Mr. Gajendra Mewara, as the compliance officer of the Trust w.e.f. November 08, 2024, in accordance with Regulation 10(25) of SEBI Regulations, and Regulation 6 (1) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

54    During the previous year ended March 31, 2024, pursuant to the applicable provisions of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 read with circulars and guidelines issued thereunder from time to time (“SEBI Regulations”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR Regulations”), the Board of Directors of Investment Manager of the Trust have informed the National Stock Exchange of India Limited and BSE Limited regarding retirement of Mr. Neeraj Sanghi from the position of Chief Executive Officer and Whole time Director of the Investment Manager till March 31, 2024 (end of business hours) and Further appointment of Mr. Gaurav Chandna as Joint Chief Executive Officers and Executive Director and Mr. Zafar Khan as Joint Chief Executive Officers effective from April 01, 2024.

55    During the current year ended March 31, 2025, Board of directors of Investment Manager of the Trust has approved the allotment of 5,500 rated, listed, unsecured commercial papers (“CP”) on September 19, 2024 having maturity of ' 500,000/- for each CP and aggregate maturity value of ' 2,750.00 Mn at issue price of ' 490,582.00 only for each CP aggregating to ' 2,698.20 Mn on private placement basis having tenure of 91 days with maturity date of December 19, 2024. The CPs were listed with Bombay Stock Exchange Limited on September 20, 2024.

Further, during the half year quarter ended March 31, 2025, Board of directors of Investment Manager of the Trust has approved the allotment of 5,500 rated, listed, unsecured commercial papers (“CP”) on December 17, 2024 having maturity of ' 500,000/- for each CP and aggregate maturity value of ' 2,750.00 Mn at issue price of ' 463,485.00 only for each CP aggregating to ' 2,549.17 Mn on private placement basis having tenure of 364 days with maturity date of December 16, 2025. The CPs were listed with Bombay Stock Exchange Limited on December 18, 2024.

56    During the previous year ended March 31, 2023, the Trust has entered into a Share Purchase Agreement for acquiring 100% (one hundred percent) shareholding of Udupi Tollway Private Limited (formerly known as Navayuga Udupi Tollway Private Limited till December 28, 2023) (‘UTPL’) in one or more tranches and management control in UTPL owned by Navayuga Road Projects Private Limited (“NRPL”) and Navayuga Engineering Company Limited (NECL). Approval for change in ownership has been received on September 11, 2023 from National Highways Authorities of India (“NHAI”). During the previous financial year ended March 31, 2024, the Trust has acquired 100% (one hundred percent) stake effective from November 02, 2023 (‘acquisition date’) for cash consideration of ' 196.05 Mn and UTPL become subsidiary of the Trust.

57    During the previous financial year ended March 31, 2024, the Board of Directors of the Investment Manager has executed the share purchase agreement on July 28, 2023 for the acquisition of the following Target Entities:

(i)    Up to 83.61% of equity share capital in M/s. Gujarat Road and Infrastructure Company Limited (“GRICL”) owned by M/s. MAIF Investments India Pte. Ltd (“MAIF 1”) and other shareholders of GRICL upon exercise of their rights as applicable; and

(ii)    100% of equity share capital in M/s. Swarna Tollway Private Limited (“STPL”), owned by M/s. MAIF Investments India Pte. Ltd (“MAIF 2”).

Consequently, the Trust acquired 100% issued and paid up share capital of STPL and 56.8% issued and paid up share capital of GRICL on January 24, 2024 (‘acquisition date’) for a total consideration (including transaction costs) of ' 5,657.22 Mn and ' 20,745.93 Mn respectively. Consequently, GRICL and STPL have become a subsidiaries of the Trust during previous year ended March 31, 2024.

58    During the year ended March 31, 2025, Board of directors of Investment Manager of the Trust have approved following matters on December 26, 2024:

(i)    Availing additional fund-based credit facilities up to ' 36,000 Mn by way of long-term rupee term loan by the&nb