Valuation Report Indinfravit

=> INDINFRAVIT a
May 9, 2023
To
Corporate Relations Department The Listing Department,
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G,
Dalal Street, Bandra Kurla Complex, Bandra (E),
Mumbai - 400 001 Mumbai — 400 051
Scrip Code: 541300 Trading Symbol: INDINFR
Dear Sir/Madam,
Sub: Submission of Valuation Report
of
In continuation to our intimation dated May 8, 2023, we wish to inform you that the Board of Directors
the Investment Manager (“IM”) of IndInfravit Trust (‘the Trust") at
the LTIDPL IndvIT Services Limited,
its meeting held on May 8, 2023 had also considered the following agenda:
1. Valuation Report of Trust for the financial year ended March 31, 2023.
Request you to take note of the same.
Thanking you.
Yours Sincerely,
For Indinfravit Trust
By Order of the Board
LTIDPL IndvIT Services Limited
(as the Investment Manager of IndInfravit Trust)
v \ OQ We eh hice
Rekha NB
Company Secretary and Compliance Officer
Registered Office: 5" Floor, SKCL Tech Square, Lazer St, South Phase, SIDCO Industrial Estate, Guindy, Chennai - 600 032, Tamil Nadu, India.
Tel : + 91 44 4398 6000, E-mail : [email protected] | website:http-//indinfravit.com
Report on Enterprise Valuation of the
Specified Companies of the
Indinfravit Trust
RBSA Valuation Advisors LLP MZ
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES BR A 9
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Private and Confidential
Report Ref No: RVA2324BOMREPO010 06/05/2023
indinfravit Trust
5 Floor, SKCL— Tech Square, Lazer Street,
South Phase, SIDCO Industrial Estate,
Guindy, Chennai — 600032
Sub: Valuation of the Specified Companies pursuant to SEBI (Infrastructure Investment Trusts)
Regulations, 2014, as amended (the “SEB! InviT Regulations”)
Dear Sir/s,
We refer to our engagement letter dated April 04, 2023, wherein RBSA Valuation Advisors LLP (“RBSA”)
has been appointed by IndInfravit Trust (“Trust”), as an independent valuer, as per Regulation 2(zzf) of the
SEBI InvIT Regulations, to carry out enterprise valuation of the following companies, as of March 31, 2023,
Krishnagiri Thopur Toll Road Private Limited;
TD
Krishnagiri Walajahpet Tollway Private Limited;

Western Andhra Tollways Private Limited;
>OaQaO
Beawar Pali Pindwara Tollway Private Limited;

Devihalii Hassan Tollway Private Limited;
Aurangabad Jalna Tollway Private Limited;
Bhilwara Rajsamand Tollway Private Limited;
sma
Bijapur Hungund Tollway Private Limited;

Dhule Paiesner Tollway Private Limited;
Hyderabad Yadgiri Tollway Private Limited;
Shreenathji Udaipur Tollway Private Limited;
Mysore Bellary Highways Private Limited; and
. Nagpur Seoni Expressway Private Limited
Apart from above, the Trust also has a wholly owned subsidiary, Indinfravit Project Managers Private
Limited (“1PMPL”), which acts as Project Manager to the Trust. The aforementioned companies are
together referred to as the “Specified Companies”.
Indinfravit Trust (“IndInfravit” or the “Trust”) is an Indian infrastructure investment trust sponsored by
L&T Infrastructure Development Projects Limited (“L&TIDPL” or the “Sponsor”). The Sponsor had
established IndInfravit Trust on March 7, 2018, and the Trust was registered with SEBI on March 15, 2018,
as an Infrastructure Investment Trust, pursuant to the SEBI InviT Regulations. The units of the Trust are
listed on the BSE Limited and The National Stock Exchange of India Limited.
We have been requested by the management of the Trust (the “Management”) to carry out enterprise
valuation of the Specified Companies as per Regulation 21(4) contained in Chapter V of the SEBI InvIT
Regulations.
Head Office: 912, Venus Atlantis Corporate Park, Anandnagar Main Road, Prahaladnagar, Anmedabad — 380015 Tel: +91 79 4050 6000
Corporate Office: 1121, Solitaire Corp. Park, Chakala, Andheri Kurla Road, Andheri (E), Mumbai - 400 093 Tel: +91 22 6130 6000
RBSA Valuation Advisors LLP
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visors
We have analysed the information provided by/on behalf of the Management through broad inquiry,
analysis and review but have not carried out a due diligence or audit of such information. We have relied
on the explanations and information provided by/ on behalf of the Management. We have no present or
planned future interest in the Sponsor, Trust or the Specified Companies except to the extent of our
appointment as an independent valuer. Our professional fees for the valuation are not contingent upon
the values reported herein. Our valuation analysis should not be construed as an investment advice
specifically, we do not express any opinion on the suitability or otherwise of entering into any financial or
other transaction with the Trust / Specified Companies.
We enclose our valuation report (the “Report”) providing our opinion on the fair enterprise valuation of
the Specified Companies as of March 31, 2023 (“Valuation Date”), on a ‘going concern’ premise. The
attached Report details the valuation approach and methodologies, calculations, and conclusions with
respect to this valuation.
Our valuation analysis must be considered as a whole. Selecting portions of our analysis or the factors we
considered, without considering all factors and analysis together could create a misleading view of the
process underlying the valuation conclusions. Valuation is a complex process and is not necessarily
susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis
on any particular factor or analysis.
Our valuation conclusion included herein, and Report complies with the SEBI InviT Regulations and
guidelines, circular or notification issued by SEBI there under.
Please note that the Report must be read in conjunction with the Assumptions and Limiting Conditions,
which are contained in Section 3 of this Report. This letter, the Report and the summary of valuation
included herein may be provided to the Trust’s advisors, the Securities and Exchange Board of India, other
regulatory and supervisory authority, as may be required.
This letter should be read in conjunction with the attached Report.
For RBSA Valuation Advisors LLP,

(RVE No.: IBBI/RV-E/05/2019/110)
3.9 Mort
Name: Samir D. Shah
Designation: Partner
Asset Class: Securities or Financial Assets
RV No.: IBBI/RV/06/2019/12263
Date: 06/05/2023
Place: Mumbai
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES R R A °
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Table of Contents
Executive Summary
Engagement Overview
Assumptions and Limiting Conditions
Sources of Information
Procedures
Ind Overview
Valuation Approach and Methodol
Valuation of the
Valuation Conclusion
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1.Executive Summary
Indinfravit Trust is an irrevocable trust set up under the Indian Trusts Act, 1882 and registered with
the Securities and Exchange Board of india as an infrastructure investment trust under the Securities
and Exchange Board of India (infrastructure Investment Trusts) Regulations, 2014 (Registration
Number: IN/InvIT/17-18/0007).
The Sponsor of the Trust is L&T Infrastructure Development Projects Limited, one of India’s largest
road developers. LTIDPL IndvIT Services Limited has been appointed as the Investment Manager and
L&T Infrastructure Development Projects Limited and Indinfravit Project Managers Private Limited
have been appointed as the Project Manager to the Trust.
The Trust’s initial portfolio of assets comprised of five toll road projects in the Indian states of
Rajasthan, Karnataka, Tamil Nadu and Telangana. Subsequently, the Trust added another eight road
assets in the states of Rajasthan, Karnataka, Telangana and Maharashtra. Out of these eight projects,
six are NHAI projects and two are state projects. These toll roads are operated and maintained
pursuant to the concessions granted by the NHAI / State authorities.
The Trust has approached RBSA Valuation Advisors LLP (“RBSA”) to determine the enterprise value
of the Specified Companies of the Trust as per Regulation 2(zzf) of the SEBI {nvIT Regulations as of
March 31, 2023 (“Valuation Date”).
Indinfravit Trust has a portfolio of 13 BOT/Annuity Road Assets across 6 states and a network of
~4,400 Lane kilometers. The Specified Companies comprises following SPVs:
1.1. Krishnagiri Thopur Toll Road Private Limited (“KTTPL”) — operates a four-lane highway with an
aggregate length of ~86.0 kilometers (“Km”), between Krishnagiri and Thopur on National
Highway 44 in Tamil Nadu;
1.2. Krishnagiri Walajahpet Tollway Private Limited (“KWTPL”) — operates a six-lane highway with
an aggregate length of ~148.3 Km, between Krishnagiri and Walajahpet on National Highway
46 in Tamil Nadu;
1.3. Western Andhra Tollways Private Limited (“WATPL”) — operates a four-lane highway with an
aggregate length of ~55.7 Km, between Jadcherla and Kothakota by-pass on National Highway
07 in Telangana;
1.4, Beawar Pali Pindwara Tollway Private Limited (“BPPTL”) — operates a four-lane highway with
an aggregate length of ~244.1 Km, on the Beawar-Pali-Pindwara section on National Highway
14 in Rajasthan;
1.5. Devihalii Hassan Tollway Private Limited (“DHTPL”) — operates a four-lane highway with an
aggregate length of ~77.2 Km, between Devihalii and Hassan on National Highway 75 in
Karnataka;
1.6. Aurangabad Jalna Tollway Private Limited (“AJTPL”) — operates a four-lane highway with an
aggregate length of “65.8 Km, on Aurangabad-Jalna Highway (NH-753A) in Maharashtra;
1.7. Bhilwara Rajsamand Tollway Private Limited (“BRTPL”) — operates a four-lane highway with an
aggregate length of ~87.3 Km, between Rajsamand and Bhilwara on National Highway 758 in
Rajasthan;
1.8. Bijapur Hungund Tollway Private Limited (“BHTPL”) — operates a four-lane highway with an
aggregate length of ~97.2 Km, between Bijapur and Hungund on National Highway 13 in
Karnataka;
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1.9. Dhule Palesner Tollway Private Limited (“DPTPL”) — operates a four-lane highway with an
aggregate length of ~96.5 Km, between Dhule and Palesner in Maharashtra, on National
Highway 03 between Indore and Pune;
1.10. Hyderabad Yadgiri Tollway Private Limited (“HYTPL”) — operates a four-lane highway with an
aggregate length of ~35.7 Km, on Hyderabad-Yadgiri section on National Highway 163 in
Telangana;
1.11. Shreenathji Udaipur Tollway Private Limited (“SUTPL”) — operates a four-lane highway with an
aggregate length of ~79.3 Km, on Chauraha-Udaipur section on National Highway 58 in
Rajasthan;
1.12. Mysore Bellary Highways Private Limited (“MBHPL”) — operates a state highway (SH 3 & 33)
with an aggregate length of ~193.3 Km, from Malavalli to Pavagada in Karnataka and
1.13. Nagpur Seoni Expressway Private Limited (“NSEPL”) — operates a four-lane highway with an
aggregate length of 27.7 Km, on National Highway 44 in Madhya Pradesh.
1.14. Apart from above, the Trust also has a wholly owned subsidiary, namely, IndInfravit Project
Managers Private Limited (“IPMPL”), which acts as Project Manager to the Trust
Of the above, KTTPL, KWTPL, WATPL, BPPTPL and DHTPL were acquired from L&T Infrastructure
Development Projects Limited while the balance road companies were acquired from Sadbhav
Infrastructure Project Limited.
The following is the historical valuation summary of the Specified Companies of the Trust,
In INR Mn
Stake Acquired 100% 100% 100% 100% 100% 100% 100%

sas May04, May04, May04, May04, May04, Mar 06, Feb 14,
Date of Acquisition 2018 2018 018 5018 2018 2020 2020
Purchase price at EV level 4,804.0 10,364.0 2,267.0 22,937.0 3,734.0 5,319.4 5,281.4
EV as of March 31, 2020 6,685.0 16,298.0 3,694.0 12,354.0 5,836.0 5,192.0 4,909.0
EV as of March 31, 2021 6,356.0 14,925.0 3,227.0 8,459.0 6,185.0 4,384.0 4,697.0
EV as of March 31, 2022 6,236.0 16,399.0 3,057.0 5,851.0 8,079.0 4,634.0 3,127.0
Particulars Patan te HYTPL Onto e Meislae NSEPL IPMPL

Stake Acquired 100% 100% 100% 100% 100% 100% 100%
Date of Acquisition Feb 13, Feb 14, Feb 13, Feb 14, Mar 18, Feb 13, Dec 12,
2020 2020 2020 2020 2020 2020 2022
Purchase price at EV level 10,774.2 14,036.3 4,722.7. 13,254.6 3,473.0 2,075.4 11.5
EV as of March 31, 2020 10,276.0 11,999.0 8,813.0 14,404.0 3,935.0 1,487.0 NA
EV as of March 31, 2021 11,029.0 12,210.0 8,341.0 16,332.0 3,015.0 1,456.0 NA
EV as of March 31, 2022 11,040.0 13,133.0 10,367.0 15,189.0 1,876.0 1,482.0 NA
Source: Management Information; NA — Not Applicable
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Valuation Analysis
Discounted Cash Flow (“DCF”) method under the Income Approach has been adopted for determining the
enterprise valuation of the Specified Companies. Free Cash Flow to Firm method under DCF has been
applied based on the projected financial statements of the Specified Companies provided by the
Management. The Business Enterprise Value has been computed by discounting the free cash flows to the
firm, beginning April 1, 2023, until the end of the concession period using an appropriate Weighted
Average Cost of Capital (“WACC”).
The Trust has appointed independent consultants to carry out traffic study and estimation of toll revenue
and technical study for estimation of operating and maintenance expenses and major maintenance
expenses, for the balance concession period of the Specified Companies. We have relied upon such Traffic
Study Reports and Technical Reports provided by the Management for the Specified Companies for
working out the enterprise valuation of the Specified Companies.
Valuation of a company/ business is not a precise science and the conclusions arrived at in many cases will
be subjective and dependent on the exercise of individual judgment. There is, therefore, no indisputable
single value and we normally express our opinion on the value as falling within a likely range. However,
considering the nature of the engagement we have provided a single point value estimate. While we have
provided our opinion on the enterprise value of the Specified Companies based on the information made
available to us and within the scope and constraints of our engagement, others may have a different
opinion. Accordingly, we expressly disclaim all liability for any loss or damage of whatever kind which may
arise from any person acting on any information and estimates contained in this Report which are contrary
to the stated purpose.
While our work has involved an analysis of financial and other information provided by/ on behalf of the
Management, our engagement does not include an audit in accordance with generally accepted auditing
standards of the Specified Companies’. We have not carried out any independent technical evaluation or
appraisal or due diligence of the assets or liabilities of the Specified Companies. Accordingly, we assume
no responsibility and make no representations with respect to the accuracy or completeness of any
information provided by/ on behalf of the Management. Our Report is subject to the scope, assumptions
and limitations detailed hereinafter. As such the Report is to be read in totality, and not in parts, in
conjunction with the relevant documents referred to herein and in the context of the purpose for which
it is made.
Enterprise Valuation of the Specified Companies as of March 31, 2023 (“Valuation Date”) has been carried
out considering inter-alia historical performance of the Specified Companies, Traffic Study and Technical
Reports of independent consultants, Business plan/ Projected financial statements of the Specified
Companies and other information provided by/ on behalf of the Management, industry analysis and other
relevant factors.
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The valuation summary of the Specified Companies as of March 31, 2023, is as follows:
in INR Mn
Adjusted
Name of the Business Enterprise
Enterprise
Company Value #
Value @
KTTPL 10.8% 4,965.4 4,961.6
KWTPL 10.6% 17,334.1 16,795.8
WATPL 10.8% 2,554.4 2,561.5
BPPTPL 11.5% 12,238.6 12,357.3
DHTPL 10.7% 7,285.1 7,311.1
AJTPL 11.2% 3,754.8 3,783.5
BRTPL 10.6% 3,496.9 3,516.3
BHTPL 10.9% 10,498.6 10,547.7
DPTPL 11.0% 11,840.5 11,849.7
HYTPL 11.4% 11,224.3 11,266.0
SUTPL 11.1% 11,699.9 11,741.9
MBHPL 9.9% 879.3 927.8
NSEPL 9.9% 1,116.6 1,155.4
IPMPL 10.0% 63.7 79.5
Total 98,855.0
# Comprising present value of free cash flow to firm for the explicit period and release of net working capital at the end of explicit
period, Excludes Contingent Claims, if any.
@ After considering adjustments, as appropriate, for advance tax, receivables & payables to NHAI, prepaid expenses etc.
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2.Engagement Overview
2.1 Indinfravit Trust is an Indian infrastructure investment trust sponsored by L&T Infrastructure
Development Projects Limited. The sponsor established Indinfravit Trust on March 7, 2018, and the
same was registered with SEBI on March 15, 2018, as an Infrastructure Investment Trust, pursuant
to the SEBI InvIT Regulations. The units of IndInfravit trust are listed on the BSE and NSE. Indinfravit
Trust has a portfolio of 13 BOT/Annuity Road Assets (viz. Specified Companies) across 6 states and
a network of ~4,400 Lane Kms.
2.2 As per SEBI InviT Regulations, a full valuation of the Specified Companies has to be carried out not
less than once in every financial year as per Regulation 21(4) contained in the Chapter V of the SEBI
InvIT Regulations. In this regard, RBSA Valuation Advisors LLP (“RBSA”) has been appointed by the
trust, as an independent valuer, to carry out enterprise value of the Specified Companies of the
Trust as per Regulation 2(zzf) of the SEBI InvIT Regulations.
2.3 RBSA Valuation Advisors LLP is a registered valuer entity under the Section 247 of the Companies
Act, 2013 registered with the Insolvency and Bankruptcy Board of India having Registered Valuer
Entity No. IBBI/RV-E/05/2019/110.
2.4 We declare that:

e We are competent to undertake the valuation;
¢ We are independent and have prepared the Report on a fair and unbiased basis; and
e We have valued the Specified Companies based on the valuation standards as specified/
applicable as per the SEBI InviT Regulations.
2.5 The Valuation Date considered for the Enterprise Valuation of the Specified Companies is March
31, 2023. Valuation analysis and results are specific to the Valuation date. A valuation of this nature
involves consideration of various factors including the financial position of the Specified Companies
as at the Valuation Date, trends in the equity stock market and fixed income security market,
macro-economic and industry trends, etc.
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3. Assumptions and Limiting Conditions

3.1, RBSA has been appointed as a Registered Valuer to carry out enterprise value of the Specified
Companies of the Trust as per Regulation 2(zzf) of the SEBI InvIT Regulations as on the Valuation
Date.
3.2. The basis of value applied in this engagement is fair value. Fair Value has been defined as per the
valuation standards issued by the Institute of Chartered Accountants of India (“ICAI VS”) as, “Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the valuation date.” Valuation is carried out on a ‘going
concern value’ premise.
3.3, This Report, its contents and the results herein are specific to (i) the purpose of valuation agreed as
per the terms of our engagement; (ii) Valuation Date; (iii) financial statements of the Specified
Companies for the year ended March 31, 2023; (iv) Traffic Study and Technical Reports for the
Specified Companies by independent consultants, and (v) Business plan/ Projected financial
statements of the Specified Companies and other information provided by/ on behalf of the
Management and information obtained from public domain/ subscribed databases till April 30,
2023. The Management has represented that the business activities of the Specified Companies
have been carried out in normal and ordinary course between March 31, 2023, and the Report Date
and that no material changes have occurred in their operations and financia! position between
March 31, 2023 and Report date.
3.4, Valuation is not a precise science and the conclusions arrived at in many cases will, of necessity, be
subjective and dependent on the exercise of individual judgement. !n the ultimate analysis, our
valuation will have to be tempered by the exercise of judicious discretion and judgment taking into
accounts all the relevant factors. There will always be several factors, e.g., management capability,
present and prospective competition, yield on comparable securities, market sentiment, etc. which
may not be apparent from the Balance Sheet but could strongly influence the value. There is,
therefore, no indisputable single value and while we normally express our opinion on the value as
falling within a likely range, considering the nature, purpose, and requirement of the engagement
we have provided a single point value. While we have provided our opinion on valuation based on
the information available to us and within the scope and constraints of our engagement, others may
have a different opinion.
3.5. Our valuation is based on the market, financial and other information provided by the Management
and other information that was publicly available or sourced from subscribed databases, which have
been relied upon for the purpose of valuation. The Management has represented to us that the
information provided for valuation is complete, accurate, true, and correct to the best of their
knowledge. We have relied on the Management representation concerning the financial data and
operational data. We have carried out relevant analyses and evaluations through discussions,
calculations, and such other means, as appropriate.
3.6. In accordance with the terms of our engagement letter and in accordance with the customary
approach adopted in valuation exercise, our valuation does not constitute an audit or review in
accordance with the auditing standards applicable in India, accounting / financial / commercial /
legal / tax / environmental due diligence or forensic / investigation services and does not include
y verification or validation work. Accordingly, we express no audit opinion or any other form of
\@ Assurance on the information provided.
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3.7. The Management has indicated us, and they understand that any omissions, inaccuracies, or
misstatements may materially affect our valuation analysis/conclusion. Accordingly, we assume no
responsibility for any errors in the information provided by the Management and their impact on
the Report. We reserve our right to alter our conclusions, if it is found that the information provided
to us by the Management was not reliable, accurate or complete.
3.8. We have relied on data from external sources to conclude the valuation. These sources are believed
to be reliable and therefore, we assume no liability for the truth or accuracy of any data, opinions
or estimates furnished by others that have been used in this analysis. Where we have relied on data,
opinions or estimates from external sources, reasonable care has been taken to ensure that such
data has been correctly extracted from those sources and /or reproduced in its proper form and
context.
3.9. Valuation analysis may contain and/ or are based on estimates of future financial performance or
opinions that represent reasonable expectations at a particular point of time. During the course of
the valuation, we were provided with both written and verbal information. We have evaluated the
information provided to us for Specified Companies by the Trust through inquiry, analysis and
review but have not carried out a due diligence or audit of the information provided for the purpose
of this engagement. Accordingly, such information, estimates or opinions are not offered as our
predictions or our assurance that a particular level of income or profit will be achieved, that events
will occur, or that a particular price will be offered or accepted. Because events and circumstances
frequently do not occur as expected, there will usually be differences between predicted and actual
results, and those differences may be material. We take no responsibility for the achievement of the
predicted results as it is dependent on actions, plans and assumptions of the Management.
3.10. Our Report and the opinion/ valuation analysis contained herein is not nor should it be construed
as advice relating to investing in, purchasing, selling, or otherwise dealing in securities or as
providing management services or carrying out management functions. It is understood that this
analysis does not represent a fairness opinion.
3.11. This Report has been prepared for the purpose as stated herein and should not be relied upon for
any other purpose. This Report is only for the sole use of the Trust and is restricted for the purpose
indicated in the engagement letter. We shall not assume any responsibility to any third party to
whom the Report is disclosed or otherwise made available.
3.12. We owe responsibility only to the Trust that has appointed RBSA under the terms of the engagement
letter. We will not be liable for any losses, claims, damages, or liabilities arising out of the actions
taken, omissions of or advice given by any other third party to the Trust. In no event shall we be
liable for any loss, damages, cost, or expenses arising in any way from fraudulent acts,
misrepresentations, or willful default on part of the Trust, their directors, employees, or agents. In
no circumstances shall the liability of the Valuer, its partners, directors, or employees, relating to
the services provided in connection with the engagement set out in this Report exceed the amount
paid to the Valuer in respect of the fees charged by it for these services.
=.
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3.13. Any person / party intending to provide finance to the Trust / Specified Companies, invest/ divest
shares of the Specified Companies / units of Trust, if any, shall own do so after seeking their
professional advice and after carrying out their own due diligence procedures to ensure that they
are making an informed decision. If any person / party (other than the Trust) chooses to place
reliance on any matters included in the Report, they shall do so at their own risk and without
recourse to RBSA. It is hereby notified that usage, reproduction, distribution, circulation, copying or
otherwise quoting of this Report or any part thereof, except for the purpose as set out earlier in this
Report, without our prior written consent, is not permitted, unless there is a statutory or a
regulatory requirement to do so. RBSA accepts no responsibility or liability to any other party
(including Permitted Recipient), in connection with this Report. It is clarified that reference to this
Report in any document and / or filing or possession of this Report by any party, shall not be deemed
to be an acceptance by RBSA of any responsibility or liability to any person / party other than the
Trust. RBSA accepts no duty, obligation, liability, or responsibility to any party, other than the Trust
with respect to the services and/ or this Report.
3.14. Our valuation is primarily from a business perspective and does not consider various legal and other
corporate structures beyond the limited information provided to us by the Management. Valuation
is based on business, economic, market and other conditions as they existed as of the Valuation
Date. Subsequent events or circumstances could affect the conclusions set forth in our valuation
include, without limitation, adverse changes in industry performance or market conditions and
changes to the business, financial condition, and results of operations of the Specified Companies
and therefore enterprise value of the Specified Companies. This Report is issued on the
understanding that the Management has drawn our attention to all the matters, which they are
aware of concerning the financial position of the Trust / Specified Companies and any other matter,
which may have an impact on our opinion, on the valuation analysis as on the Valuation Date. Due
to possible changes in market forces and circumstances, this Report can only be regarded as relevant
as at the Valuation Date. RBSA is under no obligation to update, revise or reaffirm the valuation.
3.15. We have provided draft copy/ workings of this Report to the Management, who have confirmed to
the best of their knowledge and belief that the factual information contained within this document
is correct and that there are no material omissions. We reserve the right to alter our conclusions
should any information that we are not aware of at the time of preparing this Report comes to light
that has a material impact on the conclusions herein.
3.16. The Report assumes that the Specified Companies comply fully with relevant laws and regulations
applicable in its area of operations and usage unless otherwise stated, and that the Specified
Companies will be managed in a competent and responsible manner. Further, unless specifically
stated, this Report has given no consideration to matters of a legal nature, including issues of legal
title and compliance with local laws, and litigations and other contingent liabilities that are not
recorded/reflected in the financial statements provided to us. Valuation may be significantly
influenced by adverse legal, title or ownership, encumbrance issues; we reserve our right to alter
the conclusions should any such issues are brought to our knowledge at a later date.
3.17. In performing the valuation analysis set forth herein, we have made certain assumptions with
respect to industry performance and general business and economic conditions, many of which are
outside the control of the Specified Companies and subject to change.
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3.18. We do not have any financial interest in the Trust, nor do we have any conflict of interest in carrying
out this valuation. Further, the information provided by the Management has been appropriately
reviewed in carrying out the valuation.
3.19. Certain clarifications were provided by the Management orally, without confirmations in writing.
We have assumed that such verbal information or clarifications provided to us is reliable, accurate
and complete in all respects. We reserve the right to alter our conclusions should any information
that we are not aware of at the time of preparing this Report comes to light that has a material
impact on the conclusions herein.
Limitation of Liabilities:
It is agreed that, having regard to RBSA’s interest in limiting the personal liability and exposure to
litigation of its personnel, the Sponsor, the Trust, or the Trustee will not bring any claim in respect
of any damage against any of RBSA’s personnel.
In no circumstances, RBSA shall be responsible for any consequential, special, direct, indirect,
punitive or incidental loss, damages or expenses (including loss of profits, data, business,
opportunity cost, goodwill or indemnification) in connection with the performance of the services
whether such damages are based on breach of contract, tort, strict liability, breach of warranty,
negligence, or otherwise).
In the particular circumstances of this case, our liability (in contract or under statute or otherwise)
for any loss or damage caused, shall be limited to the amount of fees actually received by us, as laid
out in the engagement letter, for such valuation work.
It is clarified that the Trust will be solely responsible for any delays, additional costs, or other
liabilities caused by or associated with any deficiencies in their responsibilities, misrepresentations,
incorrect and incomplete information including information provided to determine the
assumptions.
We have relied upon the information provided by the Management in respect of the material
claims/ litigations/ penalties/ tax disputes for the purposes of disclosure in this Report.
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4. Sources of Information
For the purpose of undertaking this valuation exercise, we have relied on the following sources of
information provided by/ on behalf of the Management:
e Unaudited provisional financial statements of Specified Companies for financial year ended
March 31, 2023 (“FY23”):
e Concession Agreement for the Specified Companies;
e Reports of independent consultant, Systra MVA Consulting (I) Private Limited appointed by Trust
for Traffic study and estimation of toll revenue for the balance concession period of the Specified
Companies operating toll road projects (“Traffic Study Reports”);
® Report of independent consultants, CTL Global Services Private Limited, Ruky Projects Private
Limited and Ramboll India Private Limited appointed by the Trust for Technical study for
estimation of operating and maintenance expenses and major maintenance expenses for the
balance concession period of the Specified Companies (“Technical Reports”);
® Management estimate of the operating and maintenance expenses and major maintenance
expenses to be carried out in FY 2023 and FY 2024 based on actual contacts awarded.
e Projected financial statements of the Specified Companies for the balance period of the
Concession Agreement which the Management expects to be their best estimate of the expected
performance of the Specified Companies going forward (“Management Projections”);
e Discussions with the Management to inter-alia understand historical and expected future
performance of the Specified Companies, key value drivers and other factors affecting the
business of Specified Companies;
e Capital 1Q’s database of publicly traded companies.
We have also obtained the explanations, information, and representations, which we believed were
reasonably necessary and relevant for our exercise from the Management.
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TRANSACTION TAX | ADVISORY SERVICES ;
Advisors -
5. Procedures
We have carried out the valuation of the Specified Companies, to the extent applicable, in accordance with
ICAI Valuation Standards, 2018 (“ICAI VS”) issued by the Institute of Chartered Accountants of India.
We have adopted the following procedures for carrying out the valuation analysis:
e Considered unaudited provisional financial statements of the Specified Companies for the year
ended March 31,2023;
e Considered the key terms of Concession Agreement;
e Analysis of the Management Projections;
e Considered the Traffic study reports and Technical Reports;
e Analysis of the key economic and industry factors which may affect the valuation of the Specified
Companies;
e Analysis of the information available in public domain/ subscribed databases in respect of the
comparable companies/ comparable transactions, as considered relevant by us;
e Selection of valuation approach and valuation methodology/{ies), in accordance with ICAI VS, as
considered appropriate and relevant by us;
e Analysis of other publicly available information, as considered relevant by us;
e Determination of Business Enterprise Value and Adjusted Enterprise Value of the Specified
Companies.
2 +
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6. Industry Overview
Road Infrastructure in India
e India has the second-largest road network in the world, spanning over 6.37 Mn Km. This
comprises National Highways, Expressways, State Highways, Major District Roads, Other District
Roads, and Village Roads as under:
Particulars Tam Ca YUL ae
National Highways 1,40,995 2.2%
State Highways 1,71,039 2.6%
Other Roads 60,59,813 95.0%
Total 63,71,847
Source: IBEF November 2022 Report
e This road network transports ~ 64.5 per cent of all goods in the country and ~90 per cent of India’s
total passenger traffic uses road network to commute. Road transportation has gradually
increased over the years with improvement in connectivity between cities, towns, and villages in
the country.
Growth Drivers
* Under the Union Budget 2022-23, the Government of India has allocated INR 1,991,077 Mn (USS
26.04 billion) to the Ministry of Road Transport and Highways.
e Passenger vehicles sales in the financial year 2022-23, grew 26.7 per cent as per data published
by SIAM, while the Commercial vehicles sales figure are expected to grow ~ 24-26% as per ICRA.
® The Bharatmala project envisages a network of 83,677 Km of roads which is scheduled to be
completed by 2027. The total investment in the project is estimated to be ~ INR 11 lakh crore.
e = The National Highways Authority of India proposes to issue tenders for the construction of some
sections of the roads under Phase-2 as early as the first half of FY24 so that these expressways
and highways become operational in line with remaining projects under Phase-1 that is scheduled
to be completed by 2027.
Strong momentum in expansion of roadwavs
e According to the data released by Department for Promotion of Industry and Internal Trade Policy,
construction development sector attracted Foreign Direct Investment inflow worth USS 29.2 Bn
between April 2000 and December 2022.
e Construction of national highways reached its highest in February, when the Centre developed
42.03 Km of highways per day, according to Ministry of Road Transport and Highways’ (MoRTH)
data’. The Centre has constructed 8,064 Km of highways this fiscal. The ministry is focusing on fast
land acquisition to expedite execution in many highway projects. MoRTH issued a total of 197 land
acquisition notifications in February, for which it paid INR 4,510 Mn as compensation for land.
e The National Highways serve as the arterial network of the country. The development of National
Highways is the responsibility of the Government of India. The Government of India had launched
major initiatives to upgrade and strengthen National Highways through various phases of the
National Highways Development Project (NHDP) and is taking the initiative forward through the
1 Ministry of Road Transport and Highways. Data captured till Feb 2023.
Page 12
umbrella program of Bharatmala Pariyojana Phase-I| and other schemes and projects. The status
of various components of Bharatmala Pariyojana Phase-| and other schemes up to December 31,
2022? are as under,
Total Length Length completed

Ceroy nal Loyal
new ARYA Tant
(Km) up to 31.12.2022
A. Bharatmala Pariyojana Phase - |
Economic Corridors | 9,000 3,155
Inter-corridor & Feeder Roads 6,000 1,381 |
| National Corridors Efficiency Improvement 5,000 1412 |
Border & International Connectivity 2,000 1,213 |
| Coastal & Port Connectivity Roads 2,000 93]
Expressways 800 779
Sub Total 24,800 8,033
Balance Road works under NHDP 10,000 3,756
Total 34,800 11,789
Sm O14 al-lenyoliteta
ai =k)
SARDP-NE (Phase A and Arunachal Pradesh) 6,418 4,473
LWE (including Vijayawada Ranchi Route) 6,085 5,818 |
EAP (WB+JICA+ADB) 2,855 1,764
In order to provide a boost to infrastructure development and enable it to overcome the impact
of Covid-19 pandemic, the Ministry has placed target of 14,300 Km for award, which is highest
ever and 12,200 Km for construction for the FY 2022-23. Overall road projects exceeding 65,000
Km in length, costing more than INR 11 lakh crore, are in progress, of which work in respect of
projects of more than 39,000 Km length has been completed and in balance length of more than
26,000 Km works are in progress. NHs of 5,774 Km length have been constructed during the first
nine months of FY2022-23. The Ministry has sensitized all project implementing agencies to make
extra efforts and maximize the achievement of the targets for 2022-23.
For improving first/last mile connectivity to all Major & Non-major ports of the country specifically
the operational/under implementation ports, 55 port connectivity and associated hinterland
projects with a total length of 2,779 Km have been initiated by the Ministry and its implementing
agencies. As of FY23, 8 projects of length 294 Km have been completed, 14 projects of length
1,645 Km are under implementation, 13 projects of length 363 Km are under bidding and 20
projects of length 476 Km are yet to be awarded. Post completion of these projects, 45 maritime
ports will be provided with National Highway or 4 Lane+ connectivity.
In order to ensure seamless movement of traffic through fee plazas and increase transparency in
collection of user fee using FASTag, the National Electronic Toll Collection (NETC) programme, the
flagship initiative of Ministry of Road Transport and Highways, has been implemented on pan India
basis. There are thirty eight banks (including Public and Private sector banks) engaged as issuer
banks for FASTag issuance to road users and fourteen acquirer banks to process the transactions
at fee plazas. As of December 31, 2022, collectively banks have issued over 6.33 crore FASTags
with an average daily ETC transactions of INR 99.05 lakh; the average daily collection through ETC
has increased to INR 158.66 crore with penetration of 97.6% in total fee collection. There are 1181
National Highways (NH), and State Highways fee plazas live with ETC infrastructure in all lanes.
2 MORTH Annual Report 2022-23 a ‘O}

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Highway Construction in India (Kms)

14,000
12,000
10,000
8,000
6,000 13,298
ee | fad «= PUP
4,000 Pree
6,061
2,000
0
FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23*
* till Dec 2022

Source: MoRTH Annual Report 2022-23
Growth Drivers
Rise in two and four wheeler population

. . .
7)
' eiIncreasing freight traffic

eens
Demand
eStrong trade and tourist flows between states
By
~,
eGreater Government focus on infrastructure
rf Standardised processes for bidding and tolling and clear policy framework
Pols) ©Tax SOPS, FDI,FIl Encouragement
Support
J
eln the Union Budget 2022-23, INR 1,99,108 Crore was allocated to MorTH.
°100% rebate on income tax for 10 consecutive years, out of the first 20 years of a project Under
Increasing Section 80IA
Tessie °¢NHAl bonds have been exempted from Capital gains tax.
J
Source: IBEF November 2022 Report
Future growth prospects:

¢ The market for roads and highways in India is projected to exhibit a CAGR of 36.16% during 2016-
2025, on account of growing government initiatives to improve transportation infrastructure in
the country.
¢ The Ministry of Road Transport and Highways plans to raise INR 35,000 crore through various
modes of asset monetisation in the financial year 2023-24. INR 15,000 crore is planned to be raised
via project-based financing of high-speed corridors by securitising the future toll revenues, INR
10,000 is planned to be raised via InvIT and INR 10,000 crore in 2023-24 via ToT model.
e The highway construction in the country reached 7,803 Km in FY23 up to January end. This is
higher than 6,684 Km of road constructed up to January in FY22.
=~* MOoRTH has mulled plans to keep the pace of highway development and construct as many as
ys 12,500 Km of highways in the current financial year and award 12,000 Km of new projects.
% % |
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7. Valuation Approach and Methodology
VALUATION APPROACHES
INCOME APPROACH MARKET APPROACH ASSET APPROACH
Estimates value based on

Estimates value based on
Estimates value based on the multiples of
the fair value of the
the present value of future comparable companies and
business’ assets less the fair
earnings of cash precedent comparable
value of its liabilities
transactions
Applied Not applied Not Applied
Basis and Methodology of Valuation:
° Basis of Valuation
It means the indication of the type of value being used in an engagement. Fair Value as per
ICAI VS defined as under:
“Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the valuation date.”
Fair value basis has been adopted for enterprise valuation of the Specified Companies.
e Valuation Date
Valuation Date is the specific date at which the value of the assets to be valued gets estimated
or measured. Valuation is time specific and can change with the passage of time inter-alia due
to changes in the condition of the asset to be valued and market parameters. Accordingly,
valuation of an asset as at a particular date can be different from other date(s).
The Valuation Date considered for the enterprise value of the Specified Companies is
March 31, 2023 (“Valuation Date”). The attached Report is drawn up by reference to
accounting and financial information as on March 31, 2023.
e Premise of Value
Premise of Value refers to the conditions and circumstances how an asset is deployed. In the
present case, we have determined the enterprise value of the Specified Companies on a Going
Concern Value defined as under:
“Going concern value is the value of a business enterprise that is expected to continue
to operate in the future. The intangible elements of going concern value result from
factors such as having a trained work force, an operational plant, the necessary
licenses, systems, and procedures in place, etc.”
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RBSA ©Advisors
Approach & Applied/Not DY=SYel dl ey ate) Rationale

Method Applied
Income Applied In the DCF method under the e Management has
Approach Income approach, forecast cash provided financial |
Discounted flows are discounted back to the projections of the
Cash Flow Valuation date, estimating a net Specified Companies, |
Method (DCF) present value of the cash flow which represents their
stream of the business. A terminal best estimate of the
value at the end of the explicit expected performance
forecast period is then determined of the Specified
and that value is also discounted Companies for the
back to the Valuation date to give balance tenor of their
an overall value for the business respective Concession
A discounted cash flow period. Considering
methodology typically requires the the aforementioned,
forecast period to be of sucha DCF method has been
length to enable the business to adopted to estimate
achieve a stabilized level of the enterprise value of |
earnings, or to be reflective of an the Specified |
entire operation cycle for more Companies. |
cyclical industries
The rate at which the future cash
flows are discounted (the
“discount rate”) should reflect not
only the time value of money, but
also the risk associated with the
business’ future operations. The
discount rate most generally
employed is Weighted Average
Cost of Capital (“WACC”) or Cost
of Equity (Ke), reflecting an
optima! as opposed to actual
financing structure
Market Not Applied Under this method, the value ofa | * As the Specified
Approach company is arrived at considering Companies are not
¢ Market its market price over an listed, this method is
Price appropriate period not applied
Method :
Market Not Applied Under Comparable Companies ® The Specified
Approach Method, the value of shares/ Companies are
e Comparable business ofa company is operational and do
Companies determined based on market not have project
Multiples multiples of publicly traded implementation risk.
(“CCM”) comparable companies. Although Further, the projected
Method no two companies are entirely income and cash flows
alike, the companies selected as of the Specified
comparable companies should be Companies primarily
engaged in the same or a similar depend on the key
line of business as the subject terms of the
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VALUATION | INVESTMENT BANKING { RESTRUCTURING
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Approach & Applied/Not Description Rationale

Method Applied
company. respective concession
agreements, residual
The appropriate multiple is tenor, project-specific
generally based on the characteristics/
performance of listed companies factors, etc. which
with similar business models and may differ from the
size. other projects.
Accordingly, this
method is not adopted
Market Not Applied i. Under Comparable Transaction The projected income
Approach Multiples Method, the value of and cash flows of the
e Comparable shares /business of a company is Specified Companies
Transaction determined based on market primarily depend on
Multiples multiples of publicly disclosed the key terms of the
(“CTM”) transactions in the similar space as respective concession
Method that of the subject company agreements, residual
Multiples are generally based on tenor, project-specific
data from recent transactions ina characteristics/
comparable sector, but with factors, etc. which
appropriate adjustment after may differ from the
consideration is given to the other projects. We
specific characteristics of the have not adopted this
business being valued methodology due to
unavailability of
information in public
domain involving
recent transactions in
similar projects
Asset based Not Applied | Under the Adjusted Net Asset The Specified
Approach Value Method, a Valuation of a Companies have
e Adjusted ‘going concern’ business is entered into
Net Asset computed by adjusting the assets concession
Value and liabilities to the fair market agreements and their
Method value as of the date of the revenues are largely
Valuation. predetermined for the
A net asset value methodology is residual period of the
typically most appropriate when: project. Insuch a
* Valuing a holding company scenario, the true
or a Capital-intensive worth of the business
company. is reflected in its
* Losses are continually future earning
generated by the business; capacity rather than
or the historical cost of
" Valuation methodologies the project. The
based on a company’s net valuation of the
income or cash flow levels Specified Companies is
indicate a value lower carried out ona ‘going|
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Approach & Applied/Not Description Rationale

Method Applied
than its adjusted net asset concern’ premise,
value.
* Since the Net Asset
value does not
capture the future
earning potential of
the businesses, we
have not adopted the
Asset approach for the
valuation of the
Specified Companies.
Income Approach
The Income Approach is widely used for valuation under "Going Concern" basis. It focuses on the income
generated by a company in the past as well as its future earning capability.
Discounted Cash Flow (“DCF”) Method

Under the DCF method, the business is valued by DCF Method - FCFF
discounting its free cash flows for the explicit forecast
period and the perpetuity value thereafter. Financial Projections
Free Cash Flows to Firm (“FCFF”) under the DCF method
has been applied for estimating the enterprise value of the
Specified Companies. Free Cash Flow to Firm
FCFF represent the cash available for distribution to both,
the owners, and creditors of the business. FCFF for the
explicit period and perpetuity value is discounted by the
Weighted Average Cost of Capital (“WACC”) to derive the
net present value. The WACC is an appropriate rate of
discount to calculate the present value of the future cash
flows as it considers equity-debt risk by incorporating Explicit Period aia Veer
debt-equity ratio of the firm.
Enterprise Value (“EV”) is derived by aggregating the
present value of FCFF for the balance tenor of the Enterprise
Concession Agreement(“Explicit period”) and Terminal Value
value at the end of the Explicit period.
Terminal value is estimated based on the business’ Adjustment
potential for further growth beyond the Explicit period. for cash and
Considering inter-alia, the estimated economic life of the cash
projects, Terminal value has been estimated considering equivalent
release of net working capital, at the end of the Explicit elalomolagl=ig
period. nasa goles
The Enterprise Value of the Specified Companies have
been determined as an aggregate of the present value of Adjusted
FCFF for the Explicit period and Terminal value. Company Enterprise Value
specific adjustments have been done to estimate the
—s,Adjusted enterprise value.
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Weighted Average Cost of Capital (WACC)
WACC has been estimated as under:
Particulars Definition/Formula
WACC Ke * (E/ (D + E)) + Kd * (1-T) * (D/(D + E))
_Where:
Ke | cost of equity
E market value of equity
Kd cost of debt
D market value of debt
T
effective tax rate
The cost of equity is derived using the Capital Asset Pricing Model (“CAPM”) as follows:
Particulars Definition/Formula
Ke Rf +8 *(RM—-Rf)+a
| Where:
Rf the return on risk-free assets
| Rm the expected average return of the market
(Rm — Rf) the average risk premium above the risk — free rate that a
“market” portfolio of assets is earning
B the beta factor, being the measure of the systematic risk of a
| particular asset relative to the risk ofa portfolio of ali risky
, assets
a Company specific risk factor (alpha) if any
A summary of WACC for the Specified Companies is appended as per Appendix 1.
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8. Valuation of the Specified Companies

8.1 Key assumptions underlying the projections as provided by the Management are as follows:
* Operating Revenues: Operating revenues for Specified Companies is projected based on the
Traffic Study reports of independent consultants appointed by the Trust.
* Operating Expenses: Operating Expenses include cost to collect toll, including staff and
consumables for manual toll collection, violation enforcements, agency contract
administration and oversight costs. Operating & maintenance expenses through the
concession period were provided by the Management, which is based on technical report
study.
* — Project/Toll Management Fees: As informed by the Management, a project management fee
is charged to Specified Companies in the specified ratio agreed as per Project Implementation
and Management Agreement
* Corporate Social Responsibility Expenses: As per the Management inputs, we have
accounted for the CSR expenses in the DCF analysis.
» Major Maintenance & Repair Expenses (MMR / Periodic maintenance): Maintenance
expenses are costs incurred on a regular basis to keep an asset working in its optimal
condition. Similar to O&M expenditure, MMR expenditures estimated by the Management
over the Projected Period are supported by technical study reports of independent
consultants.
* Depreciation and Amortization: Amortization of Toll collection rights is calculated on a
revenue-based model for KWTPL, BPPTPL, DHTPL, AJTPL, DPTPL, BRTPL, BHTPL, SUTPL and
HYTPL. The ratio of toll revenues generated in a year to the total toll revenue expected over
the term of the CA is used to depreciate the Concession Rights over the term. For KTIPL and
WATPL, amortization of toll collection rights is calculated using straight line method over the
life of the project, Further, for other Fixed assets, the depreciation method prescribed by the
Companies Act has been followed. Since depreciation and amortization is a non-cash
expenditure, it has been added back to arrive at the net cash flows.
* —NHAI Premium: NHAI premium is the amount offered by the concessionaire to NHAI to bag
the right to operate, maintain the road and collect toll from road users during the concession
period, Further, concessionaire can defer premium payment if they do not collect enough toll
revenue to service debt and operations and maintenance costs. Concessionaire has to pay
interest on the premium deferred. For DCF, the NHAI premium provision (which is expensed
out in the P&L) is added back, considering the same is a non-cash expenditure and the actual
premium paid in each of the years is deducted to arrive net cash flows, In case of BPPTPL,
SUTPL and HYTPL, deferred NHAI premium interest is assumed at 8.5% in FY24 and 8.10
percent in FY25 and ~7.9% per annum through the balance project life.
* Revenue Share: The revenues collected from the tall users is shared annually and paid to the
NHAI in the form of a concession fee. The percentage of revenue that the subject company
has to share with NHAI is defined in the CA. This is applicable in case of KTTPL, KWTPL and
DPTPL. Further, in case of AJTPL, as per the Notification dated August 28, 2019; issued by
Maharashtra State Road Development Corporation Limited, the toll plaza operator must bear
the partial cost of FASTag expenses amounting to 0.96 percent of the toll revenues.
* Annuity Receivable: In case of annuity projects, namely, NSEPL and MBHPL, the companies
provide construction and operational services against fixed annuity receivable, notional
interest income is recognized in P&L statement on outstanding annuity receivable throughout
the service agreement period. For DCF, the interest on annuity receivable is deducted since
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it is a non-cash income and the actual annuity received in each of these years is added to
arrive net cash flows.
* Taxes: Income taxes are estimated considering, as appropriate, brought forward business
losses and unabsorbed depreciation, MAT credit, balance tax holiday period, tax
depreciation/ amortisation policy followed by the Specified Companies, MAT rate and
corporate income tax rate.
= Working Capital: Considering the nature of the business of operating toll road projects, the
additional working capital requirement is expected to be Nil for the projected period.
8.2 Krishnagiri Thopur Toll Road Private Limited (“KTTPL”)
8.2.1 Company Overview

¢ rishnagiri Thopur Toll Road project is an ~86.0 Km long four-lane divided road from
Krishnagiri to Thopurghat on NH-44 (previously known as NH-7) in Tamil Nadu which
connects the two major districts of the state - Krishnagiri and Dharmaputi.
® KTTPL’s project involved the upgradation and widening of the existing road from Krishnagiri
(on BOT basis), which bypasses towns like Dharmapuri, Kaveripattanam and Periyampatti on
its way to Salem - Bangalore.
® As per the Concession Agreement (“CA”) signed with NHAI, the KTTPL is responsible for toll
collection, operations, and maintenance of the road stretch till the end of the 20-year
concession period.
© Details of KTTPL:
Parameters Details
Length of Project ~ 86.0 Km
Concession Period — Start July 16, 2006
Concession Period — End July 15, 2026
| Extended concession period | ~25 days (Covid-19 extension)
Concession Type BOT
Source: Management information
8.2.2 Valuation Analysis

e We have considered the Management Projections of KTTPL (including projected income
statement, working capital requirement and MMR) for the period from April 1, 2023, till the
end of the concession period and other information as mentioned in Section 4
¢ WACC of 10.8% has been considered for the valuation. Refer Appendix 1
e Considering inter-alia, the aforementioned, Business Enterprise Value and Adjusted
Enterprise Value of KTTPL as on March 31, 2023, is estimated at INR 4,965.4 Mn and INR
4,961.6 Mn respectively. For details, refer Appendix 2.
8.2.3 Additional Procedures to be complied with in accordance with SEBI InviT Regulations
A. List of one-time sanctions/approvals which are obtained or pending:

The list of sanctions/ approvals obtained by KTTPL till March 31,2023 is provided in Appendix 3.
B. List of up to date/ overdue periodic clearances:

—_ The Management represented that there are no up to date/overdue periodic clearances in relation
I~, to KTTPL as of March 31, 2023.
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C. Statement of assets included:

The statement of assets of KTTPL as of March 31, 2023 is provided in Appendix 4.
D. Estimates of already carried out as well asproposed major repairs and improvements along with
estimated time of completion:
Historical Major Maintenance Expenses:

In INR Mn
Particulars for the year/ period
FY 14 FY 15 amy a ak) FY 19 FY 20
ended
earls al 12 ul) bP 12 sy
Major Maintenance Expenses 493.0 123.0 - = 271.0 338.7
ended FY 23
No of Months a2
Major Maintenance Expenses 131.7 50.0 6.0
Forecasted Major Maintenance Expenses:
In INR Mn
Particulars for the year/ period ended ape FY 25 FY 26 aes
Comey a relat
aa ks 12 12 5 12
E, Revenue pendencies including local authority taxes associated with InviT asset and compounding
charges, if any:
The Management represented that there are no revenue pendencies including local authority taxes
associated with InvIT asset and compounding charges in relation to KTTPL as of March 31, 2023.
F. On-going material litigations including tax disputes and claims in relation to the assets, if any;
The list of on-going material litigations including tax disputes and claims in relation to KTTPL are
provided in Appendix 5 and 6.
G. Vulnerability to natural or induced hazards that mav not have been covered in town planning
building control:
Management has confirmed that there are no such natural or induced hazards which have not been
considered in town planning/ building control.
H. Latest Pictures of the project along with date of physical inspection:

Please refer Appendix 7.
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8.3 Krishnagiri Walajahpet Tollway Private Limited (“KWTPL”)

KWTPL project stretches over ~148.3 Km on NH-46 in the state of Tamil Nadu. It connects the
gateway of Southern India, Chennai, to the Silicon Valley of India, Bangalore.
L&TIDPL was awarded this project for the development and the up-gradation of 4-lane
stretch to a 6-lane modern highway with all facilities at a project cost of ~INR 13,700 Mn and
is a part of the NHDP Phase-V program. The project has 2 toll plazas.
KWTPL is responsible for toll collection, operations, and maintenance of the road stretch for
a concession period of 30 years.
Details of KWTPL:
Parameters Details
Length of Project ~148.3 Km
| Concession Period — Start June 7, 2011
Concession Period — End | June 6, 2041 ol
_ Extended concession period ~ 2,218 days (83 days due to Covid and 2,135
days due to shortfall in Projected Traffic)
_ Concession Type DBFOT “|

We have considered the Management Projections of KWTPL (including projected income
statement, working capital requirement and MMR) for the period from April 1, 2023 till the
end of the concession period and other information as mentioned in Section 4.
WACC of 10.6% has been considered for the valuation. Refer Appendix 1
Considering inter-alia, the aforementioned, Business Enterprise value and Adjusted
Enterprise Value of KWTPL as on March 31, 2023 is estimated at INR 17,334.1 Mn and INR

The list of sanctions/ approvals obtained by KWTPL till March 31,2023 is provided in Appendix 3.

The Management represented that there are no up to date/overdue periodic clearances in relation
to KWTPL as of March 31, 2023.
C. Statement of assets included:

The statement of assets of KWTPL as of March 31, 2023 is provided in Appendix 4.
D. Estimates of already carried out_as well as proposed major repairs and improvements along with
Page 23
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES ao B : A
Particulars for the year/ period ended

No of Months

In INR Min
ended
No of Months
Major Maintenance Expenses 697.6 1,357.7 1,419.9 176.8 118.4 122.3
ended
No of Months
Major Maintenance Expenses - - - 1,313.7 2,539.1

ended
No of Months
Major Maintenance Expenses - 144.2 154.4 , - - 1,845.6
ended
No of Months
Major Maintenance Expenses 3,040.6 > -
E. On-going material litigations including tax disputes and claims in relation to the assets, if any;
The list of on-going material litigations including tax disputes and claims in relation to KWTPL are
F, Revenue pendencies including local authority taxes associated with InviT asset and compounding
charges if any:
associated with InviT asset and compounding charges in relation to KWTPL as of March 31, 2023.
G, Vulnerability to natural or induced hazards that may not have been covered in town planning building
control:
H. Latest Pictures of the project along with date of physical inspection:

Page 24
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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES R BR Ee A —
TRANSACTION TAX | ADVISORY SERVICES y
8.4 Western Andhra Tollways Private Limited (“WATPL”)

® WATPL road project involved four-laning of the road which is a ~55.7 Km road stretch from
Jadcherla to Kothakota section of NH-07 in Telangana on BOT basis, under the National
Highways Development Programme of NHAI. This project forms an important link in the
Hyderabad-Bangalore corridor.
¢ The scope of this ~INR 3,730 Mn project also included the construction of a bypass to
Jadcherla Town and a Toll Plaza with state-of-the-art toll collection system for the benefit of
the road users.
* WATPL commissioned the project for commercial operations in March 2009 ahead of the
scheduled completion date and is responsible for toll collections, operations, and
maintenance of the road stretch till the end of the 20- year concession period.
e —— Details of WATPL:
Parameters Details
| Length of Project ~55.7 Km _|
|Concession Period — Start August 20, 2006
| Concession Period — End August 19, 2026 |
Extended concession period | ~25 days (Covid-19 extension) |
Concession Type BOT

¢ We have considered the Management Projections of WATPL (including projected income
* WACC of 10.8% has been considered for the valuation. Refer Appendix 1
e Considering inter-alia, the aforementioned, Business Enterprise value and Adjusted
Enterprise Value of WATPL as on March 31, 2023 is estimated at INR 2,554.4 Mn and INR

The list of sanctions/ approvals obtained by WATPL till March 31,2023 is provided in Appendix 3.
B. List. of up to date/ overdue periodic clearances:

to WATPL as of March 31, 2023.
C. Estimates of already carried out as well as proposed major repairs and improvements along with
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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES RB A —
TRANSACTION TAX | ADVISORY SERVICES -
Advisors -
Historical Major Maintenance Expenses (INR Mn):

In INR Mn
ended yA 2018 201
F
No of Months a a 12
Major Maintenance Expenses - 285.0 107.0 403.0 254.3

ended
No of Months

In INR Mn
Particulars for the year/ period ended 2024 2025 2026 VL |
No of Months sd ny. 12 )
D. Statement of assets included:

The statement of assets of WATPL as of March 31, 2023 is provided in Appendix 4.
The list of on-going material litigations including tax disputes and claims in relation to WATPL are
charges if any:
associated with InviT asset and compounding charges in relation to WATPL as of March 31, 2023.
control:
H. Latest Pictures of the project along with date of phvsical inspection

8.5 Beawar Pali Pindwara Tollway Private Limited (“BPPTPL”)

° Beawar-Pali-Pindwara Road in Rajasthan is the longest four lane road project developed
under the Public Private Partnership (PPP) model in the National Highways sector. This road
project was developed by L&TIDPL at a cost of INR ~24,720 Mn, and it commenced
commercial operations (tolling) on June 11, 2015.
¢ —_BPPTL signed a CA with NHAI in June 2011 for the execution of the project on Design, Build,
Finance, Operate & Transfer basis. As per the CA, BPPTL is entitled to collect toll revenue
from the road users for a period of 23 years till December 2034.
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TRANSACTION TAX | ADVISORY SERVICES Advi
visors
© Beawar Pali Pindwara road Project (~244.1 Km) located in the State of Rajasthan , is part of
the Kandla-Dethi high density freight corridor. It is the first Mega Project proposed by NHAI.
© The project corridor passes through the Aravali range of hills and comprises of 9 bypasses
(length aggregating to about 56.7 Km of new four lane construction), one tunnel in Sirohi
area, 6 flyovers, 2 ROBs, 14 Major bridges, 59 minor bridges and 4 toll plazas.
® Details of BPPTPL:
eee) tae Col BYeNee
TI
_ Length of Project ~244.1 Km
Concession Period — Start December 19, 2011 —
_ Concession Period — End | December 18, 2034
Extended concession period ~ 1,754 days (75 days due to Covid and 1,679
Concession Type DBFOT

® We have considered the Management Projections of BPPTPL (including projected income
® WACC of 11.5% has been considered for the valuation. Refer Appendix 1
* Considering inter-alia, the aforementioned, Business Enterprise value and Adjusted
Enterprise Value of BPPTPL as on March 31, 2023 is estimated at INR 12,238.6 and INR

The list of sanctions/ approvals obtained by BPPTPL till March 31,2023 is provided in Appendix 3.
B. Listofup to date/ overdue periodic clearances:

to BPPTPL as of March 31, 2023.

In INR Mn
Particulars for the year/ period ended rityae
No of Months cy
Major Maintenance Expenses 29.6 605.9 1,176.5

In INR Mn
Peuilaulleus JrRusiyeeg (Tallies 2024 2025 2026 #2027 ~ 2028 PIPL!) 2030
ended
No of Months i 5 a sy. a 12 a
Major Maintenance Expenses 981.0 1,105.7 845.7 35.8 1,711.3 1,521.9 1,579.3
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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES R B A ,

2032 2033 2034 2035 vA Y
ended
No of Months i 12 12 12 12
Major Maintenance Expenses 1,526.7 248.8 49.1 - 1,094.4 1,120.8 1,177.6
Particulars for the year/ period ET) rt

ended
No of Months 1p 6
Major Maintenance Expenses 1,237.2 40.8 42.9

The statement of assets of BPPTPL as of March 31, 2023 is provided in Appendix 4.
E. On-going material litigations including tax disputes and claims in relation to the assets, if any:
The list of on-going material litigations including tax disputes and claims in relation to BPPTPL are
F. Revenue pendencies including local authority taxes associated with InviT asset and compounding
charges if any:
associated with InvIT asset and compounding charges in relation to BPPTPL as of March 31, 2023.
control:
H. Latest Pictures of the project along with date of physical inspection

8.6 Devihalli Hassan Tollway Private Limited (“DHTPL”)

¢ This project was awarded for four-laning of the ~77.2 Km stretch between Devihalli and
Hassan in Karnataka on the NH-75 on DBFOT (Toll) basis.
* Connecting the coastal city of Mangalore with the state capital Bangalore, which are two
major cities of Karnataka state, this highway is an important link for the transport of goods
from Mangalore Port to the city of Bangalore.
¢ Total cost of the project was ~ INR 4,940 Mn which is inclusive of the construction of a 19 Km
by-pass and 2 state-of-the-art Toll Plazas for benefit of the commuters.
* The construction activity for this project was slarled in December 2010 and the project
started commercial operations in October 2013. The concession period for the project is 30
a, years.
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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES R B o A " —
TRANSACTION TAX | ADVISORY SERVICES ’ Pe
a Details of DHTPL:
Parameters Bete
| Length of Project ~77.2 Km
Concession Period — Start | December 14, 2010
Concession Period — End December 13, 2040 ==
Extended concession period ~ 756 days (99 days due to Covid and 657 days
due to shortfall in Projected Traffic)
Concession Type DBFOT —_|

e We have considered the Management Projections of DHTPL (including projected income
e WACC of 10.7% has been considered for the valuation. Refer Appendix 1
Enterprise Value of DHTPL as on March 31, 2023 is estimated at INR 7,285.1 and iNR
7,311.1Mn respectively. For details, refer Appendix 2.
8.6.3 Additional Procedures to be complied with in accordance with SEBI InvIT Regulations

The list of sanctions/ approvals obtained by DHTPL till March 31,2023 is provided in Appendix 3.

to DHTPL as of March 31, 2023.

In INR Mn
2014 2015 2016 yAth Pate E 3 2019 2020
ended
No of Months 14 4 a 12 1 sd 12
Major Maintenance Expenses - - . 143.0 68.0

2021 2022 2023
ended
No of Months sp. sy.

In INR Mn
Particulars for the year/ period ended pliers 2025 2026 2027 2028 2029 2030
No of Months a 1 12 1 12 1, 1
Major Maintenance Expenses 637.5 246.1 - 191.5
- Page-29
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES R RB . A °

2031 2032 2036 2037
ended
No of Months 2 12 sy. i)
Major Maintenance Expenses - - - 672.0 630.1
Particulars for the year/ period rT re

ended
No of Months 17. a
Major Maintenance Expenses - - 582.6 600.1

The statement of assets of DHTPL as of March 31, 2023 is provided in Appendix 4.
On-going material litigations including tax disputes and claims in relation to the assets, if any;
The list of on-going material litigations including tax disputes and claims in relation to DHTPL are
Revenue pendencies including local authority taxes associated with InviIT asset and compounding
charges if any:
associated with InvlT asset and compounding charges in relation to DHTPL as of March 31, 2023.
Vulnerability to natural or induced hazards that may not have been covered in town planning building
control:
Latest Pictures of the project along with date

of physical inspection
Please refer Appendix 7
8.7 Aurangabad Jalna Tollway Private Limited (“AJTPL”)

¢ AJTPL was incorporated for the purpose of four laning of Aurangabad-Jalna section on the
NH 753A from 10.400 Km to 60.200 Km, Beed Bypass 292.500 Km to 305.650 Km and Zalta
Bypass 0.00 Km to 2.850 Km in the state of Maharashtra. The project has been awarded to
AJTPL on Build, Operate and Transfer basis.
¢ ~The project corridor Aurangabad-Jalna starts at Aurangabad and ends at a chowk near Jalna.
The project corridor covers a length of ~ 65.8 Km and passes through 2 districts of
Maharashtra. Aurangabad District is a major tourist attraction in Maharashtra and Jalna is an
industrial hub. Both these districts attract a lot of passenger traffic in terms of tourism and
goods traffic also use this route because most MIDCs are in the vicinity of the stretch.
¢ AJTPL project has been awarded for a concession period of 23 years and 6 months including
construction period of 2 years starting from February 01, 2007. The same has been
commissioned and is currently in operation/ maintenance phase.
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TRANSACTION TAX | ADVISORY SERVICES . —
* Details of AJTPL:
eT BAL Rees Yeh eI LS
Concession Period — Start February 1, 2007
days due Escalation , PLR & Variation in Execution
Works)
_Concession Type __| BOT

© We have considered the Management Projections of AJTPL (including projected income
© WACC of 11.2% has been considered for the valuation. Refer Appendix 1
¢ Considering inter-alia, the aforementioned, Business Enterprise value and Adjusted
Enterprise Value of AJTPL as on March 31, 2023 is estimated at INR 3,754.8 Mn and INR

The list of sanctions/ approvals obtained by AJTPL till March 31,2023 is provided in Appendix 3.

to AJTPL as of March 31, 2023.
C. Estimates of already carried out_as well as proposed major repairs and improvements along with

In INR Mn
lade Lame) mate -T- ee el-Ta Lele)
2014 2019 2020
ended
No of Months sy. sy. 1,
Major Maintenance Expenses 184.9 - 459.2 -
PE a Lem elm dl-miet lel st-la (ole)
rAlPal
ended
No of Months 12
In INR Mn
ended 2028 2029 2030
No of Months 12 syd sy
Major Maintenance Expenses 170.9 9.5 57.8 247.6 279.0
/} Page 31
RBSA Valuation Advisors LLP Ui ."
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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES RB *.
TRANSACTION TAX | ADVISORY SERVICES heed

PAIR 2032 2033 PAO. 2035 2036
ended
No of Months 12 s 2 12 iv 12 12
Major Maintenance Expenses 35.3 74.6 331.8 3428.4
Particulars for the year/ period ended Pate rs) 2039

No of Months 12 3
Major Maintenance Expenses 19.0 5.7

The statement of assets of AJTPL as of March 31, 2023 is provided in Appendix 4.
The list of on-going material litigations including tax disputes and claims in relation to AJTPL are
F. Revenue pendencies including local authority taxes associated with InvIT asset and compounding
charges if any:
associated with InvIT asset and compounding charges in relation to AJTPL as of March 31, 2023.
G. Vulnerability to natural or induced hazards that may not have been covered in town planning building
control:

8.8 Bhilwara Rajsamand Tollway Private Limited (“BRTPL”)

© BRTPL was incorporated for the purpose of 4 laning of Rajsamand-Bhilwara section of NH-
758 under NHDP Phase IV in the state of Rajasthan. The project has been awarded to BRTPL
on Design, Build, Finance, Operate and Transfer (DBFOT) basis.
e¢ = The length of the road is ~87.3 Km and the project corridor spans between Rajsamand to
Bhilwara on NH758 of Rajasthan State with 2 toll plazas (TP(s)). The toll operations on the
project road commenced from June 08, 2016 at the two toll plaza locations namely
Rupakheda and Mujras.
® BRTPL project has been awarded for a concession period of 30 years starting from October
09, 2013. The project has been commissioned and is currently in operation/ maintenance
phase.
© Details of BRTPL:
Parameters Details
Concession Period — Start October 9, 2013 7
— | Concession Period — End October 8, 2043
wv » Extended concession period ~ 2,302 days (112 days due to Covid and 2,190
4 ‘ei days due to shortfall in Projected Traffic)
7 JS) | Concession Type DBFOT ie
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TRANSACTION TAX | ADVISORY SERVICES e Oe

* We have considered the Management Projections of BRTPL (including projected income
Enterprise Value of BRTPL as on March 31, 2023 is estimated at INR 3,496.9 Mn and INR

The list of sanctions/ approvals obtained by BRTPL till March 31,2023 is provided in Appendix 3.

to BRTPL as of March 31, 2023.
C. Estimates of already carried out_as well as proposed maior repairs and improvements along with

In INR Mn
Particulars for the year/ period ended 2021 2022 PAYae
No of Months 12 12 si,

In INR Mn
anya 2 029 2030
No of Months 2 ‘72
Major Maintenance Expenses 245.5 264.3 234.6 45.2 - 347.5 344.9
ended
No of Months
Major Maintenance Expenses 362.2 380.3 - 460.7 463.8

ended
No of Months
Major Maintenance Expenses 487.0 511.4 - - 638.1 650.0
ended
No of Months
Major Maintenance Expenses 682.5 716.7 - - 988.0 1,037.4

7 the.statement of assets of BRTPL as of March 31, 2023 is provided in Appendix 4.
4, Page 33
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d
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES RB A a 7
Advisors *
On-going material litigations including tax disputes and claims in relation to the assets, if any;
The list of on-going material litigations including tax disputes and claims in relation to BRTPL are
Revenue pendencies including !ocal authority taxes associated with InviT asset and compounding
charges if any:
associated with InvIT asset and compounding charges in relation to BRTPL as of March 31, 2023.
Vulnerability to natural or induced hazards that may not have been covered in town planning building
control:
Latest Pictures of the project along with date of physical inspection

8.9 Bijapur Hungund Tollway Private Limited (“BHTPL”)

¢ —BHTPL was incorporated for the purpose of improvement and widening of 4 Lane National
Highway, with two toll plazas, between Bijapur (now Vijayapura) and Hungund in the state of
Karnataka. The project has been awarded to BHTPL on DBFOT and Engineering, Procurement
and Construction (EPC) basis.
* The length of the road is ~97.2 Km long starting at Bijapur and ends at Hungund traversing
through Mangoli, Nidgundi and Medinapur. The asset forms part of NH-13.
¢ BHTPL project has been awarded for a concession period of 20 years starting from September
5, 2010 has been commissioned and is currently in operation/ maintenance phase.
® Details of BHTPL:
_ Length of Project ~ 97.2 Km

_ Concession Period — Start September 5, 2010 |
_ Concession Period — End September 4, 2030
| days due to shortfall in Projected Traffic) |
NA — Not Applicable

° We have considered the Management Projections of BHTPL (including projected income
Enterprise Value of BHTPL as on March 31, 2023 is estimated at INR 10,498.6 Mn and INR
Page 34
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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES me 2 Co A * —
TRANSACTION TAX | ADVISORY SERVICES - ~*.

The list of sanctions/ approvals obtained by BHTPL till March 31,2023 is provided in Appendix 3.

to BHTPL as of March 31, 2023.

In INR Mn
No of Months

In INR Mr
Particulars for the year/ period ended yi y 2 2025 2026 2027 2028 2029 2030
No of Months iy. 17) 7 sy, 7 12 12
Major Maintenance Expenses 324.8 782.4 - 479.9 139.8
Particulars for the year/ period ended 2031 yi y ree PAY 2035
No of Months a np, sy. sy, cS)
Major Maintenance Expenses 380.2 ; - 670.0 240.1

The statement of assets of BHTPL as of March 31, 2023 is provided in Appendix 4.
The list of on-going material titigations including tax disputes and claims in relation to BHTPL are
F. Revenue pendencies including local authority taxes associated with InviT asset and compounding
charges if any:
associated with InvIT asset and compounding charges in relation to BHTPL as of March 31, 2023.
G. Vulnerability lo natural or induced hazards that may not have been covered in town planning building
control:

2
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8.10 Dhule Palesner Tollway Private Limited (“DPTPL”)

DPTPL was incorporated for construction of four-lane National Highway between Dhule and
Palasner in the state of Maharashtra. The project was awarded to DPTPL on DBFOT basis.
The length of the road is ~96.5 Km long starting at Palasner (Km 168.5) and ends at Dhule
(Km 265.0) traversing through Sangvi, Shirpur, Nardana and Songir.
The asset forms part of NH-3 between Indore and Pune, connecting traffic from Northern
part of India like Delhi and Gujarat to southern parts of India like Bengaluru.
DPTPL project has been awarded by National Highway Authority of India for a concession
period of 18 years including construction period of 910 days starting from December 21,
2009. The same has been commissioned and is currently in operation/ maintenance phase.
Details of DPTPL:
ec T aac es Details
Length of Project 96.5 Km
_Concession Period — Start December 21, 2009 ki
Concession Period — End December 20, 2027
Concession Type DBFOT af

We have considered the Management Projections of DPTPL (including projected income
WACC of 11.0% has been considered for the valuation. Refer Appendix 1
Considering inter-alia, the aforementioned, Business Enterprise value and Adjusted
Enterprise Value of DPTPL as on March 31, 2023 is estimated at INR 11,840.5 Mn and INR

The list of sanctions/ approvals obtained by DPTPL till March 31,2023 is provided in Appendix 3.
B. Listof up to date/ overdue periodic clearances:

to DPTPL as of March 31, 2023.
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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES RB A hpi
Advisors

In INR Mn
ela a(CUILacm Colma ATeRN Zt 04
meuierioun ee 2014 2015 2016 2019
No of Months sP4 2 172 ‘74

Major Maintenance Expenses . - 792.5 66.2
Particulars for the year/

PAP a PAP
period ended
No of Months sp. se

In INR Mn
Particulars for the year/ period ended yA ip ze. 2025 2026 2027 2029 2030
No of Months sp 12 12 sd 12 12
Major Maintenance Expenses 556.6 253.9 241.1 - - 519.4 617.9
Pte R PAE
ended
No of Months sd 5)
Major Maintenance Expenses 463.7

The statement of assets of DPTPL as of March 31, 2023 is provided in Appendix 4.
E. Qn-going material litigations including tax disputes and claims in relation to the assets, if any;
The list of on-going material litigations including tax disputes and claims in relation to DPTPL are
F. Revenue pendencies including local authority taxes associated with InvIT asset_and compounding
charges if any:
associated with InvIT asset and compounding charges in relation to DPTPL as of March 31, 2023.
G. Vulnerabilityto natural or induced hazards that may not have been covered in town planning building
control:

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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES mo B 3. A oe
8.11 Hyderabad Yadgiri Tollway Private Limited (“HYTPL”)

° HYTPL was incorporated for the purpose of 4 laning of Hyderabad Yadgiri NH 163 in A.P.
under NHDP Phase III. The project was awarded to HYTPL on DBFOT basis.
® ~The length of the road is around ~35.7 Km and the project corridor spans between Hyderabad
and Yaqgiri Gutta on NH163 with 1/ toll plaza. It starts at Chainage of Km 18.600 and ends at
Km 54.000 with around 36 Km on NH163. The toll operations on the project road commenced
at Gudur Toll Plaza.
¢ HYTPL project has been awarded for a concession period of 23 years starting from July 30,
2010. The same has been commissioned and is currently in operation/ maintenance phase.
eC Details of HYTPL:
Parameters Details
Concession Period — Start July 30, 2010 a

e We have considered the Management Projections of HYTPL (including projected income
Enterprise Value of HYTPL as on March 31, 2023 is estimated at INR 11,224.3 Mn and INR
The list of sanctions/ approvals obtained by HYTPL till March 31,2023 is provided in Appendix 3.

to HYTPL as of March 31, 2023.
C. Estimates of already carried out_as well as proposed maior repairs and improvements along with

In INR Mn
yAin et 2015 2016 2017 rl tbe :] 2019 2020
ended
No of Months 12 a a2 12 sy a 12
Major Maintenance Expenses . - - - - 86.7 41.7
43 “np Page 38
RBSA Valuation Advisors LLP fb
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES RB A =
TRANSACTION TAX | ADVISORY SERVICES Advices,
Parti r 5
articulars forthe year/ period 2021 ry) PT
rtaTe[19)
No of Months sp a s2

In INR Mn
Particulars for the year/ period ended 2024 2027 2028 2029 2030
No of Months ap 52 sy. ny a
Major Maintenance Expenses 116.7 - 86.1 59.9 350.7
2034 2035 2036 2037
ended
No of Months ‘iP, sy) 2 iP.
Major Maintenance Expenses 400.4 . - - 170.0 320.2
ended
No of Months
Major Maintenance Expenses 719.9

The statement of assets of HYTPL as of March 31, 2023 is provided in Appendix 4.
The list of on-going material litigations including tax disputes and claims in relation to HYTPL are
F, Revenue pendencies including local authority taxes associated with InvIT asset and compounding
charges if any:
associated with InviT asset and compounding charges in relation to HYTPL as of March 31, 2023.
control:

8.12 Shreenathji Udaipur Tollway Private Limited (“SUTPL”)

¢ SUTPL was incorporated for the purpose of improvement and development of 4 Lane toll
road with two toll plazas, connecting Shreenathji-Udaipur in the state of Rajasthan and is a
part of NH 58. The project was awarded to SUTPL on DBFOT basis.
e¢ The length of the highway is ~79.3 Km and has two toll plazas - Mandawada (TP1) and
Negadiya (TP2). TP1 is located just north of the town Rajsamand, which is the hub of marble
production and extraction in the state. TP2 is located north of Udaipur and carries long
2, distance traffic which comes southwest from Delhi on NH48 via Jaipur and Kishangarh and
, S\| turns towards Rajsamand after passing Bhilwara.
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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES Re B A ¥
sors
¢ SUTPL project has been awarded for a concession period of 27 years starting from April 18,
2013.The same has been commissioned and is currently in operation/ maintenance phase.
© Details of SUTPL:
Parameters Details
Concession Period — Start April 18, 2013
Concession Period — End April 17, 2040
Concession Type December 4, 2015

® We have considered the Management Projections of SUTPL (including projected income
Enterprise Value of SUTPL as on March 31, 2023 is estimated at INR 11,699.9 Mn and INR
11,741.9 Mn, respectively. For details, refer Appendix 2.
A. List.of one-time sanctions/approvals which are obtained or pending:

The list of sanctions/ approvals obtained by SUTPL till March 31,2023 is provided in Appendix 3.

to SUTPL as of March 31, 2023.
C. Estimates of already carried out as well as proposed maior repairs and improvements along with
estimated time of completion;

In INR Mn
Particulars for the year/ period ended 2021 yLp yy Ee)
No of Months
Forecasted Major Maintenance Expenses (INR Mn):

In INR Mn
Particulars for the year/ period ended PLipze§ 2025 2028 2029
No of Months rd id a. 1
Major Maintenance Expenses 490.0 124.0 209.3 48.3 78.3 445.4
a =
Particulars for the year/ period ET
2036
ended
No of Months 12 2
Major Maintenance Expenses 467.7 491.1 90.0 619.5
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“ .

yAtEY:} 2039 2040 ria 2042 2043 2044
ended
No of Months i a2 12 a A sv. 12
Major Maintenance Expenses 650.5 683.0 - - - 1,013.0
Particulars for the year/ period TT Ts

ended
No of Months 12 8
Major Maintenance Expenses 1,033.7

The statement of assets of SUTPL as of March 31, 2023 is provided in Appendix 4.
The list of on-going material litigations including tax disputes and claims in relation to SUTPL are
F. Revenue pendencies including local authority taxes associated with InvIT asset_ and compounding
charges if any:
associated with InvIT asset and compounding charges in relation to SUTPL as of March 31, 2023.
control:

Please refer Appendix 7,
8.13 Mysore Bellary Highways Private Limited(“MBHPL”)

@ MBHPL was incorporated as a special purpose vehicle (“SPV”) in February 2014, to augment
the Design, Build, Finance, Maintain and Transfer (“DBFOMT”) of existing State Highway (SH
3 & 33) from Malavalli to Pavagada in the state of Karnataka on DBFOMT annuity basis.
¢ MBHPL project has been awarded by the Government of Karnataka (Karnataka State
Highways Improvement Project) for a concession period of 10 years starting December 01,
2014 including construction period of 910 days. The same has been commissioned and is
currently in operation/ maintenance phase.
e Details of MBHPL:
Parameters DYesmeT iS
Concession Period — Start December 12, 2014
Concession Period—End December 11, 2024
Extended concession period NA |
Concession Type Annuity
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e We have considered the Management Projections of MBHPL (including projected income
Enterprise Value of MBHPL as on March 31, 2023 is estimated at INR 879.3 Mn and INR 927.8
Mn respectively. For details, refer Appendix 2.

The list of sanctions/ approvals obtained by MBHPL till March 31,2023 is provided in Appendix 3.

to MBHPL as of March 31, 2023.

In INR Mn
Particulars for the year ended 2014 to 2023
Major Maintenance Expenses Nil

In INR Mn
No of Months

The statement of assets of MBHPL as of March 31, 2023 is provided in Appendix 4.
The list of on-going material litigations including tax disputes and claims in relation to MBHPL are
F. Revenue pendencies including local authority taxes associated with InvIT asset and compounding
charges
if any:
associated with InviT asset and compounding charges in relation to MBHPL as of March 31, 2023.
G. Vulnerability
to natural or induced hazards that may not have been covered in town planning building
control:
H. Latest Pictures of the project along with date of physical inspection EN)
Please refer Appendix 7. SS \s
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TAX | ADVISORY SERVICES -
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Advisors
8.14 Nagpur Seoni Expressway Private Limited (“NSEPL”)

@ NSEPL was incorporated as an SPV in February 2007, to augment the existing road from Km
596.750 to Km 653.225 (“56.5 Km) in the state of Madhya Pradesh by Four-Laning thereof on
Build, Operate and Transfer (BOT Annuity ) basis.
¢ NSEPL project has been awarded by the National Highway Authority of India (NHAI) for a
concession period of 20 years starting from November 29, 2007 including construction period
of 30 Months in which NHAI grants to the company exclusive right, license, and authority to
construct, operate and maintain the project. The same has been commissioned and is
currently in operation/ maintenance phase.
© Details of NSEPL:
Tec eST eS BYexeeTIS
Length of Project | ~27.7 Km
| Concession Period — Start | November 29, 2007 q
Concession Period — End November 28, 2027
Extended concession period NA
| Concession Type | Annuity

e We have considered the Management Projections of NSEPL (including projected income
Enterprise Value of NSEPL as on March 31, 2023 is estimated at INR 1,116.6 Mn and INR

The list of sanctions/ approvals obtained by NSEPL till March 31,2023 is provided in Appendix 3.

to NSEPL as of March 31, 2023.

In INR Mn
2014 2015 2016 Pips PAU E:} 2019 2020
ended
No of Months 12 12 12 a2 ay, 12 12
b, Major Maintenance Expenses . 190.4
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Advisors

PAUP a PAP 2023
ended
No of Months a, a AP

In INR Mn
Particulars for the year/ period ended vl Ip Ls| 2025 2026 2027 2028
No of Months 12 12 12 sP 8

The statement of assets of NSEPL as of March 31, 2023 is provided in Appendix 4.
The list of on-going material litigations including tax disputes and claims in relation to NSEPL are
F. Revenue pendencies including local authority taxes associated with InviT asset_and compounding
charges if any:
associated with InvlT asset and compounding charges in relation to NSEPL as of March 31, 2023.
control:
H. Latest Pictures of the proiect along with date of nhvsical inspection

8.15 Indinfravit Project Managers Private Limited (“IPMPL”)

© IPMPL, formerly known as Sadbhav Tumkur Highway Private Limited(“STHPL”), was
incorporated in the year 2018, for purpose of development, maintenance and management
of NH-206 including the section from Km 121+900 (Banwara) to Km 170+415 (Bettadohalli)
(approximate 48.515 Km) in the state of Karnataka. The concession agreement with NHAI
was terminated in December 2019, due to non-availability of right-of-way.
® In May 2022, Sadbhav Infrastructure Projects Limited (“SIPL”) which was acting as the project
manager for the 8 companies acquired from SIPL, assigned the project manager
responsibilities to a dedicated SPV — Sadbhav PIMA Private Limited (“SPPL” erstwhile known
as STHPL). On December 12, 2022, the Trust acquired SPPL from SIPL for a cash consideration.
e Post acquisition by Trust, the name of SIPL was changed to IPMPL.
® IPMPL is engaged in providing project management services to Specified Companies and also
holds investments MBHPL and DPTPL.
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TRANSACTION TAX | ADVISORY SERVICES =

¢ We have considered the Management Projections of IPMPL (including projected income
Enterprise Value of IPMPL as on March 31, 2023 is estimated at INR 63.7 Mn and 79.5 Mn
respectively. For details, refer Appendix 2.

As represented by the Management, since the entity provides project management services, no one-
time sanctions / approvals are required.
B. Listof up to date/ overdue periodic clearances:

to IPMPL as of March 31, 2023.
Not applicable.

The statement of assets of IPMPL as of March 31, 2023 is provided in Appendix 4.
The list of on-going material litigations including tax disputes and claims in relation to IPMPL are
charges if any:
associated with InvIT asset and compounding charges in relation to IPMPL as of March 31, 2023.
control:
Not Applicable.

Not Applicable.
Page 45
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9. Valuation Conclusion
Enterprise Valuation of the Specified Companies as of March 31, 2023 (“Valuation Date”) has been carried
out considering inter-alia historical performance of the Specified Companies, Traffic Study and Technical
Reports of independent consultants, Business plan/ Projected financial statements of the Specified
Companies and other information provided by/ on behalf of the Management, industry analysis and other
relevant factors.
The valuation summary of the Specified Companies as of March 31, 2023, is as follows:
in INR Mn
Name of the Business Enterprise aac

celal lang FLO Ane
Value @
KTTPL 4,965.4 4,961.6
KWTPL 17,334.1 16,795.8
WATPL 2,554.4 2,561.5
BPPTPL 12,238.6 12,357.3
DHTPL 7,285.1 7,311.1
AJTPL 3,754.8 3,783.5
BRTPL 3,496.9 3,516.3
BHTPL 10,498.6 10,547.7
DPTPL 11,840.5 11,849.7
HYTPL 11,224.3 11,266.0
SUTPL 11,699.9 11,741.9
MBHPL 879.3 927.8
NSEPL 1,116.6 1,155.4
IPMPL 63.7 79.5
Total 98,855.0
# Comprising present value of free cash flow to firm for the explicit period and release of net working capital at the end of
explicit period. Excludes Contingent Claims, if any.
@ After considering adjustments, as appropriate, for advance tax, receivables & payables to NHAI, prepaid expenses etc.
Page 46
| TRANSACTION SERVICES RB A c .
Appendix
Appendix 1 - WACC
The cost of equity and debt are weighted in terms of a typical industry capital structure to arrive
at an estimated WACC.
eeTa eve d aS aie KWTPL WATPL BPPTPL DHTPL Nee c)a ae
Cost of Equity (Ke)

Risk Free Rate (Rfr) 7.1% 7.2% 7.1% 7.2% 7.2% 7.2% 7.2%
Market Return (Rm) 14.1% 14.2% 14.1% 14.2% 14.2% 14.2% 14.2%
Market Risk Premium 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0%
Levered Beta 0.9 0.9 0.9 0.9 0.9 0.9 0.9
Additional Risk Premium 1.0% 1.0% 1.0% 2.5% 1.0% 2.0% 1.0%
Cost of Equity (Ke) 14.2% 14.3% 14.2% 15.8% 14.3% 15.3% 14.3%
Cost of Debt (Kd)
Pre-Tax Cost of Debt 9.0% 9.0% 9.0% 9.0% 9.0% 9.0% 9.0%
Effective tax rate 17.5% 22.6% 17.5% 19.5% 20.3% 21.2% 23.6%
Post Tax - Cost of Debt 7.4% 7.0% 7.4% 7.2% 7.2% 7.1% 6.9%
Debt/ Equity 1.0 1.0 1.0 1.0 1.0 1.0 1.0
WACC 10.8% 10.6% 10.8% 11.5% 10.7% 11.2% 10.6%
Rounded off WACC 10.8% 10.6% 10.8% 11.5% 10.7% 11.2% 10.6%
eee adele RTs) laa DPTPL hale SUTPL MBHPL NSEPL IPMPL
Cost of Equity (Ke)
Risk Free Rate (Rfr) 7.2% 7.2% 7.2% 7.2% 7.1% 7.1% 7.2%
Market Return (Rm) 14.2% 14.2% 14.2% 14.2% 14.1% 14.1% 14.2%
Market Risk Premium 7.0% 7.0% 7.0% 7.0% 7.0% 7.0% 7.0%
Levered Beta 0.9 0.9 0.9 0.9 0.9 0.9 0.9
Additional Risk Premium 1.0% 1.0% 2.0% 2.0% -1.0% -1.0% 0.0%
Cost of Equity (Ke) 14.3% 14.3% 15.3% 15.3% 12.2% 12.3% 13.3%
Cost of Debt (Kd)
Pre-Tax Cost of Debt 9.0% 9.0% 9.0% 9.0% 9.0% 9.0% 9.0%
Effective tax rate 17.0% 14.0% 16.0% 22.2% 15.2% 15.6% 24.4%
Post Tax - Cost of Debt 7.5% 7.7% 7.6% 7.0% 7.6% 7.6% 6.8%
Debt / Equity 1.0 1.0 1.0 1.0 1.0 1.0 1.0
WACC 10.9% 11.0% 11.4% 11.1% 9.9% 9.9% 10.0%
Rounded off WACC 10.9% 11.0% 11.4% 11.1% 9.9% 9.9% 10.0%
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visors
Basis of calculation of each parameter of WACC:

Particulars Remarks
Risk Free Rate (Rfr) | Risk free rate for the Specified Companies is estimated based on 10 year/ Balance
life, Zero coupon yield curve (“ZCYC”) for Government of India (“Gol”) securities as
of March 31, 2023. _
Equity Risk Equity Market equity risk premium is estimated considering inter-alia historical
Premium equity market returns over a risk-free rate and forward-looking equity market risk
premium estimates. Data sources reviewed generated a range of equity risk
premium indications. However, a 7% equity market risk premium was considered
reasonable representative of the equity risk premium for India.
Debt-to-equity Considering inter-alia typical funding pattern for road infrastructure projects and|
long-term debt equity ratio and permissible leverage under the SEBI InviT
Regulations
Levered Beta Considering inter-alia 5-year monthly beta of comparable companies and long-term
debt equity ratio (Market weights). The following companies were considered
relevant to Specified Companies - IRB Infrastructure Developers Limited, MEP |
Infrastructure Developers Limited, Bharat Road Network Limited and Ashoka
Buildcon Limited.
Company specific Considering the company specific risk factors, including, operational nature of the
‘
risk factor underlying projects, revenue terms (toll/ annuity), limited risk for annuity projects,
_| projected performance, etc. |
Pre-Tax Cost of Considering Management inputs on terms of the borrowings and the current
Debt (Kd) average borrowing cost that a market participant would pay, to obtain debt
financing assuming the target capital structure of the Specified Companies
Effective tax rate Estimated considering inter-alia brought forward business losses and unabsorbed
depreciation, MAT credit, balance tax holiday period, tax depreciation/ amortization
, policy followed by the Specified Companies, MAT rate and corporate income tax rate
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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES RBSA
TRANSACTION TAX | ADVISORY SERVICES Advisors
Appendix 2 - Discounted Cash Flow Method:
Appendix 2.1 - Krishnagiri Thopur Toll Road Private Limited (KTTPL)
Free Cash Flow to Firm {FCFF): In INR Mn

FV a ata] 16) a PAP. FY2025 a Plipl a Ply |
Period in Months AP 12 12 rl
Total Revenue 2,452.3 2,691.5 2,885.5 1,113.7
Earnings before Interest and Tax (“EBIT") 1,673.2 1,871.2 1,956.8 795.9
Less: Tax on EBIT (292.3) (326.9) (341.9) (139.1)
EBIT after tax on EBIT 1,380.9 1,544.3 1,614.9 656.8
Add: Depreciation 400.1 403.7 423.0 150.7
Add: Provision for Major Maintenance Reserve (“MMR”) 83.2 92.2 177.9
Less: Capital Expenditure (MMR) (479.2) (394.8) (223.0)
Less: Capital Expenditure (Additional Capex} (8.6) (26.2) (0.4) (0.4)
Add/(Less): (Increase)/Decrease in Working Capital 120.6 36.9 44.6 (47.6)
Free Cash flows to Firm "FCFF" 1,496.9 1,656.0 2,037.1 759.4
PV factor @10.8% 0.95 0.86 0.77 0.72
PV of FCFF 1,421.9 1,419.5 1,575.9 548.0
era tel ele Tam I Lxaidta

Present Value of Explicit Period 4,965.4
Enterprise Value 4,965.4
Add: Working Capital Adjustment # (12.2)
Add: Receivable 8.4
Adjusted Enterprise Value 4,961.6
# Comprises of Current tax, Prepaid Insurance, Payable to NHAI
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Appendix 2.2 - Krishnagiri Walajahpet Tollway Private Limited (KWTPL)
Free Cash Flow to Firm (FCFF}: In INR Mn

Particulars NPL Iy FY2025 FY2026 FY2027 FY2029_ FY2030 FY2031 FY2032 FY2033 # FY2034 Pde Le) FY2036
Period in Months 1 2 12 sd ‘D2 sy i. sy 3 sd sd sy
Total Revenue 5,120.8 2,489.2 2,430.6 2,603.7 2,930.2 3,125.6 3,402.9 3,708.0 4,024.5 4,318.1 4,681.8 5,030.4 5,435.7
EBIT 1,216.2 1,275.5 1,144.9 1,650.5 1,973.2 2,163.0 2,361.2 2,130.6 2,182.9 2,300.1 2,531.3 2,685.7 3,964.4
Less: Tax on EBIT (3.1) (41.5) (11.7) (368.4) (472.6) (499.6) (559.3) (657.2) (702.0) (765.5) (531.8) (305.4) (1,033.3)
EBIT after tax on EBIT 1,213.1 1,234.0 1,133.3 1,282.1. 1,500.7. 1,663.3 1,801.9 1,473.4 1,480.9 1,534.6 1,999.4 2,380.3 2,931.1
Add: Depreciation 156.8 219.0 219.4 235.6 260.2 284.3 309.5 337.3 366.1 392.8 425.4 456.6 494.4
Add: Provision for MMR 397.4 458.4 527.0 176.8 68.2 79.8 92.8 556.1 650.6 757.1 877.0 1,011.9 43.1
Less: Capital Expenditure (MMR) (697.6) (1,357.7) (1,419.9) (176.8) - (118.4) (122.3) : (1,313.7) (2,539.1)
Less: Capital Expenditure (Additional
Capex) (2,878.3) (53.5) (0.7) (0.7) (56.0) - . - - -
Add/(Less): (Increase)/Decrease in
Working Capital (131.7) (12.5) 248.6 35.4 (23.7) (0.8) 24.5 - - (262.7) (245.1) 507.8
Free Cash flows to Firm "FCFF" (1,940.3) 487.9 707.8 1,552.4 1,749.3 1,908.2 2,106.4 2,366.8 2,497.6 2,421.8 1,743.1 1,817.5 3,468.6
PV factor @ 10.6% 0.95 0.86 0.78 0.70 0.64 0.57 0.52 0.47 0.42 0.38 0.35 0.31 0.28
PV of FCFF (1,844.8) 419.3 550.0 1,090.8 1,111.2 1,095.8 1,093.7 1,111.1 1,060.0 929.2 604.7 570.1 983.5
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Appendix 2.2 - Krishnagiri Walajahpet Tollway Private Limited (KWTPL) (Cont’d.)
Free Cash Flow to Firm (FCFF): In INR Min

Particulars FY2037 PLIES} FY2039 FY2040 APIS FY2042 PAI E} ali FY2045 PL (s) FY2047. ~—«FY2048
Period in Months 12 rh 7 7) rh 12 12 12 12 J 12 3
Total Revenue 5,833.6 6,236.9 6,689.2 7,194.2 7,690.8 8,225.5 8,335.5 9,472.4 10,089.2 10,800.0 11,506.5 3,152.2
EBIT 4,246.2 4,534.8 4,860.0 5,233.6 4,978.0 5,168.3 5,503.2 5,852.9 6,227.7 8,046.8 8,570.6 2,177.8
Less: Tax on EBIT (1,118.5) (1,205.7) (1,267.4) (1,375.0) (1,520.7) (1,612.1) (1,745.2) (1,422.0) (1,274.1) (2,192.6) (2,344.8) (549.2)
EBIT after tax on EBIT 3,127.8 3,329.1 3, 592.6 3,858.7 3,457.4 3,556.2 3,758.1 4,430.9 4,953.6 5,854.2 6,225.8 1,628.6
Add: Depreciation 530.6 567.3 608.4 654.3 699.5 748.2 803.7 860.9 916.6 982.4 1,046.6 286.7
Add: Provision for MMR 50.4 58.7 68.0 78.4 705.3 825.1 960.2 1,112.3 1,283.3
Less: Capital Expenditure (MMR) (144.2) (154.4) (1,845.6) (3,040.6)
Less: Capital Expenditure -
(Additional Capex)
Working Capital (28.8) (2.0) 30.9 (369.1) (239.0) 608.1 (0.8) (34.1)
Free Cash flows to Firm "FCFF” 3,708.8 3,926.2 4,122.7 4,467.9 4,862.2 5,129.5 5,152.8 4,319.5 4,721.0 6,836.6 7,271.6 1,881.2
PV factor @ 10.6% 0.26 0.23 0.21 0.19 0.17 0.15 0.14 0.13 0.11 0.10 0.09 0.09
PV of FCFF 950.7 910.0 864.0 846.5 832.8 794.3 721.5 546.8 540.2 707.3 680.2 165.2
Particulars In INR Mn
Add: Working Capital Adjustment# (613.2)
Add: Net Advance Tax 139.0
Less: Provision for Capex (64.2)
# Comprises of Prepaid expenses, Receivable from NHAI, Payable to NHAI, Advance received from NHAI, Provision created for transfer of penalty amount to NHAI
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Appendix 2.3 - Western Andhra Tollway Private Limited (WATPL)
Free Cash Flow to Firm (FCFF}: In INR Mn

Particulars FY2025 FY2026 elias
Period in Months 12 a2 i)
Total Revenue 1,333.6 1,473.5 1,565.0 774.0
EBIT 922.5 1,027.5 1,124.7 563.4

Less: Tax on EBIT (161.2) (179.5) (196.5) (98.4)
EBIT after tax on EBIT 761.3 847.9 928.2 465.0
Add: Depreciation 175.4 177.2 197.1 89.9
Add: Provision for MMR 26.8 29.8 16.7 -
Less: Capital Expenditure (Additional Capex) (4.4) (28.9) (0.5) (0.5)
Add/(Less): (Increase)/Decrease in Working Capital 34.2 54.0 3.3 (55.0)
Free Cash flows to Firm "FCFF" 669.6 801.5 1,128.1 499.4
PV factor @ 10.8% 0.95 0.86 0.77 0.72
PV of FCFE 636.1 687.0 872.7 358.6
Prag ael Ley In INR Mn

Add: Working Capital Adjustment # Tiel:
# Comprises of Prepaid expenses, Current Tax, etc.
Page 52
Appendix 2.4 - Beawar Pali Pindwara Tollway Private Limited (BPPTPL)
Free Cash Flow to Firm (FCFF): In INR Mn

Particulars AP LIPy Vp Lipds} FY2026 ia PP) FY2028 PLL FY2030 FY2031 rs Pd
Period in Months 0) rP ro) 4 Wd i 12 a 12
Total Revenue 6,455.2 7,341.7 7,139.2 7,880.1 8,731.6 9,567.9 10,502.8 11,486.8 12,561.2
EBIT (1,542.2) (818.4) (1,369.9) (1,482.6) (1,169.3) (995.9) (137.2) 978.0 3,320.4
Less: Tax on EBIT
EBIT after tax on EBIT (1,542.2) (818.4) (1,369.9) (1,482.6) (1,169.3) (995.9) (137.2) 978.0 3,320.4
Add: Depreciation 1,041.4 1,133.2 1,229.5 1,357.8 1,503.5 1,648.2 1,809.4 1,979.0 2,165.1
Add: Provision for MMR 263.6 303.6 348.5 806.0 941.2 1,521.9 1,579.3 1,526.7 434.2
Add: Interest on NHAI premium 1,357.0 1,366.1 1,422.1 1,525.0 1,632.7 1,456.3 1,212.5 898.1 510.2
Add: Premium Provision - NHAI 4,397.6 4,532.7 4,658.0 4,769.7 4,863.2 4,932.9 4,972.0 4,972.4 4,924.2
Less: Capital Expenditure (MMR) (981.0) (1,105.7) (845.7) (35.8) (1,711.3) (1,521.9) (1,579.3) (1,526.7) (248.8)
Less: Capital Expenditure (Additional Capex) (123.4) (1.9) (2.0) (2.1) (2.2)
Less: Premium paid to NHAI (4,138.6) (4,030.5) (4,230.6) (4,445.2) (8,435.5) (9,234.7) (10,121.3) (11,049.3) (12,063.9)
Add/(Less): (Increase)/Decrease in Working Capital 146.2 52.0 162.0 (335.1) 37.9 (11.5) 10.5 255.6 39.9
Free Cash flows to Firm "FCFF" 420.7 1,431.0 1,371.8 2,157.6 (2,340.0) (2,204.6) (2,254.2) (1,966.1) (918.7)
PV factor @ 11.5% 0.95 0.85 0.76 0.68 0.61 0.55 0.49 0.44 0.40
PV of FCFF 398.3 1,215.1 1,044.7 1,473.6 (1,433.1) (1,210.8) (1,110.3) (868.5) (363.9)
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Appendix 2.4 - Beawar Pali Pindwara Tollway Private Limited (BPPTPL) (Cont'd...)

Particulars FY2033 FY2034 FY2035 a PAY) FY2038 FY2039 FY2040
Period in Months sp 7 12 iP 12 12 3
Total Revenue 13,634.0 14,891.3 16,232.3 17,729.0 19,241.6 20,946.1 22,744.8 12,903.2
EBIT 4,619.7 5,703.1 6,891.9 8,309.3 9,854.7 11,703.7 14,945.8 8,713.0
Less: Tax on EBIT (143.0) (1,204.2) (2,277.3) (2,975.7) (3,392.5) (4,272.6) (2,348.7)
EBIT after tax on EBIT 4,619.7 5,560.0 5,687.7 6,032.0 6,879.0 8,311.2 10,673.2 6,364.4
Add: Depreciation 2,350.2 2,566.9 2,797.3 3,055.3 3,316.0 3,609.8 3,920.7 2,210.2
Add: Provision for MMR 507.1 589.1 681.2 784.7 900.8 1,030.8 38.6 45.1
Add: Interest on NHAI premium 37.7
Add: Premium Provision - NHAI 4,815.4 4,631.5 4,355.2 3,965.5 3,437.2 2,740.0 1,837.5 686.1
Less: Capital Expenditure (MMR) (49.1) (1,094.4) (1,120.8) (1,177.6) (1,237.2) (40.8) (42.9)
Less: Capital Expenditure (Additional Capex)
Less: Premium paid to NHAI (6,278.0) (6,040.9) (6,342.9) (6,660.0) (6,993.0) (7,342.7) (7,709.8) (4,185.5)
Add/{Less): (Increase)/Decrease in Working Capital 9.8 (218.9) (5.3) (11.4) (11.9) 239.3 (1.3) (206.2)
Free Cash flows to Firm "FCFF" 6,012.8 7,087.8 6,078.9 6,045.4 6,350.4 7,351.2 8,718.0 4,871.3
PV factor @ 11.5% 0.36 0.32 0.29 0.26 0.23 0.21 0.18 0.17
PV of FCFF 2,135.9 2,258.1 1,736.9 1,548.9 1,459.1 1,514.8 1,611.2 828.7
Add: Working Capital Adjustment # 77.7
Add: Receivable from NHAI 41.1
# Comprises of Prepaid Expenses, Current Tax, Payable to NHAI
Page 54
Appendix 2.5 - Devihalli Hassan Tollway Private Limited (DHTPL)

Particulars FY2024 PAILS PLY i PAPad Pd0P 4:3 FY2029 FY2030 FY2031 laPAY FY2033
Period in Months 12 1 12 a rh 4 i 12 i ro
Total Revenue 750.5 814.6 891.5 970.9 1,091.0 1,186.0 1,327.6 1,479.3 1,600.6 1,770.8
EBIT 338.4 379.3 572.1 620.9 709.0 770.2 817.3 906.6 966.9 1,016.5
Less: Tax on EBIT (46.8) (66.3) (100.0) (108.5) (123.9) (134.6) (142.8) (158.4) (168.9) (177.6)
EBIT after tax on EBIT 291.6 313.0 472.1 512.4 585.1 635.7 674.5 748.2 798.0 838.9
Add: Depreciation 59.9 65.5 71.9 78.3 88.0 95.7 107.2 119.4 129.2 142.9
Add: Provision for MMR 140.1 167.8 34.8 42.6 51.7 62.4 127.6 156.2 189.6 228.5
Add/(Less): (Increase)/Decrease in Working Capital 263 49.2 (38.3) 38.3 (134.4)
Free Cash flows to Firm "FCFF" (125.2) 348.0 578.4 632.9 686.1 640.5 909.2 1,023.8 1,116.7 1,076.0
PV factor @10.7% 0.95 0.86 0.78 0.70 0.63 0.57 0.52 0.47 0.42 0.38
PV of FCFF (119.0) 298.7 448.5 443.3 434.0 366.0 469.3 477.4 470.3 409.3
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RBSA
Appendix 2.5 - Devihalli Hassan Tollway Private Limited (DHTPL) (Cont'd...)
Free Cash Flow to Firm (FCFF):

Particulars a Pater) PAIL} FY2036 FY2037 FY2038 FY2039 FY2040 FY2041 PLY) FY2043
Period in Months r cP, 12 12 re sy 12 ry) J 9
Total Revenue 1,933.6 2,136.4 2,335.0 2,560.8 2,784.2 3,061.9 3,362.7 3,677.4 4,023.0 3,399.8
EBIT 1,132.0 1,261.5 1,629.0 1,779.3 1,927.1 2,115.3 2,270.7 2,510.9 3,102.2 2,620.4
Less: Tax on EBIT (197.8) (220.4) (284.6) (310.9) (336.7) (446.3) (618.4) (705.5) (1,170.4) (822.3)
EBIT after tax on EBIT 934.2 1,041.1 1,344.4 1,468.4 1,590.4 1,668.9 1,652.3 1,805.4 1,931.7 1,798.0
Add: Depreciation 155.9 172.2 188.5 206.7 224.7 247.2 271.3 296.6 324.7 274.4
Add: Provision for MMR 273.8 326.4 115.9 141.8 172.2 207.6 248.7 296.5
Less: Capital Expenditure (MMR) (672.0) (630.1) (582.6) (600.1)
Add/(Less): (Increase)/Decrease in Working Capital 8.4 126.0 (116.5) (3.5) 120.0 (0.2) (130.2)
Free Cash flows to Firm "FCFF" 700.3 1,035.7 1,648.7 1,817.0 1,987.3 2,007.1 1,586.2 1,918.5 2,256.3 1,942.2
PV factor @10.7% 0.34 0.31 0.28 0.25 0.23 0.21 0.19 0.17 0.15 0.14
PV of FCFF 240.7 321.5 462.3 460.1 454.6 414.8 296.1 323.4 343.6 270.2
a aul lay
Pera In INR Mn
Add: Receivable From NHAI 17.5
# Comprises of Prepaid Expenses, Current Tax, Payable to NHAI
Page 56
/
RBSA Valuation Advisors LLP Vil (

Appendix 2.6 - Aurangabad Jalna Tollway Private Limited (AJTPL)

ela a FL ia PAipset FY2025 FY2026 a lw FY2028 FY2029 FY2030 FY2031
Period in Months sd aly i sy. 12 12 sy. 12
Total Revenue 617.5 635.1 739.8 767.7 799.5 919.1 953.0 986.5
EBIT 256.0 254.7 347.1 362.0 354.5 424.9 408.8 568.3
Less: Tax on EBIT (44.7) (44.5) (60.6) (63.2) (61.9) (74.2) (71.4) (99.3)
EBIT after tax on EBIT 211.3 210.2 286.5 298.7 292.5 350.6 337.4 469.0
Add: Depreciation 74.0 76.1 85.3 88.1 91.2 101.4 104.3 107.3
Less: Capital Expenditure (MMR) (170.9) (9.5) (57.8) . . (247.6) (279.0) -
Less: Capital Expenditure (Additional Capex) (3.0) (0.4) (0.4) (0.4) (0.4) - - -
Add/(Less): (Increase)/Decrease in Working Capital 39.0 (12.2) (2.7) (3.5) (53.4) (23.0) 51.1 (11.9)
Free Cash flows to Firm "FCFF" 213.7 342.8 407.3 476.6 446.1 324.1 387.9 593.6
PV factor @ 11.2% 0.95 0.85 0.77 0.69 0.62 0.56 0.50 0.45
PV of FCFF 202.6 292.2 312.3 328.6 276.5 180.6 194.4 267.6
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Appendix 2.6 - Aurangabad Jalna Tollway Private Limited (AJTPL) (Cont ws)

Particulars FY2032 FY2033 LAAte FY2035 FY2036 OLE FY2038 FY2039
Period in Months Wd 4 s2 nd i ny a4 R)
Total Revenue 1,142.4 1,241.3 1,284.0 1,555.0 1,613.6 1,663.7 1,987.9 479.6
EBIT 685.2 740.1 683.8 873.9 876.7 860.9 1,335.8 285.3
Less: Tax on EBIT (119.7) (129.3) (119.5) (279.5) (237.1) (240.7) (424.5) (129.0)
EBIT after tax on EBIT 565.5 610.8 564.4 600.3 639.5 620.2 911.3 156.2
Less: Capital Expenditure (MMR) (35.3) (74.6) (331.8) (348.4) (19.0) (5.7)
Add/(Less): (Increase)/Decrease in Working Capital (28.8) 7.7 (6.3) (100.5) (12.1) 57.8 (38.4) 220.4
Free Cash flows to Firm "FCFF" 658.9 723.1 817.3 814.3 648.8 726.4 1,076.4 427.5
PV factor @ 11.2% 0.41 0.36 0.33 0.29 0.27 0.24 0.21 0.20
PV of FCFF 267.1 263.5 267.9 240.0 171.9 173.1 230.7 85.7
# Comprises of Prepaid Expenses, Current Tax, Asset Heald for Sale, Payable toward carve out assets
Page 58
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES RB : A —
Appendix 2.7 - Bhilwara Rajsamand Tollway Private Limited (BRTPL)

Particulars FY2025 FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 FY2032 FY2033 FY2034 FY203S FY2036 FY2037
Period in Months a a 1 sp. 12 a a 12 a a a IP a a
Total Revenue 449.4 486.1 528.2 578.3 644.3 710.9 787.0 902.1 1,000.6 1,105.0 1,213.9 1,331.6 1,465.9 1,596.9
EBIT 30.1 53.7 (13.4) 115.1 125.3 130.9 134.0 163.5 168.8 492.3 535.5 577.7 624.7 659.1
Less: Tax on EBIT . - (0.5) (22.9) (23.4) (28.6) (29.5) (86.0) (93.6) (100.9) (109.1) (115.1)
EBIT after tax on EBIT 30.1 53.7 (13.4) 115.1 124.7 108.0 110.6 134.9 139.3 406.3 441.9 476.7 515.5 543.9
Add: Depreciation 29.2 31.7 34.6 37.9 42.2 46.5 51.5 59.1 65.5 72.5 79.6 87.3 96.0 104.6
Add: Provision for MMR 112.4 137.3 234.6 136.6 171.1 212.3 261.1 318.8 380.3 134.4 168.4 208.9 256.9 313.7
Less: Capital Expenditure (MMR) (245.5) (264.3) (234.6) (45.2) (347.5) (344.9) (362.2) (380.3) - (460.7) (463.8)
Less: Capital Expenditure (Additional
Capex) (3.0) (1.3) (0.3) (0.3) (0.3) - - - -
Working Capital (52.9) 5.9 37.9 9.0 (69.5) 0.5 (3.4) (3.6) 76.1 (92.1) (0.6) (4.6)
Free Cash flows to Firm "FCFF" (129.7) (36.9) 58.7 253.1 268.3 19.8 74.8 147.0 280.9 613.1 690.0 680.8 407.1 493.8
PV factor @ 10.6% 0.95 0.86 0.78 0.70 0.64 0.57 0.52 0.47 0.42 0.38 0.35 0.31 0.28 0.26
PV of FCFF (123.3) (31.7) 45.6 177.8 170.4 11.4 38.8 69.0 119.2 235.2 239.4 213.5 115.4 126.6
Page 59
TRANSACTION TAX | ADVISORY SERVICES Mivisor
Appendix 2.7 - Bhilwara Rajsamand Tollway Private Limited (BRTPL) (Cont'd...)

Pratl e Lc) FY2038 FY2039 FY2040 FY2041 FY2042 FY2043 FY2044 FY2045 FY2046 FY2047 FY2048 #=*FY2049 ~#¥FY2050
Period in Months 12 a a 12 a 12 12 sy 172 2 ad 1 10
Total Revenue 1,748.1 1,904.8 2,083.6 2,264.4 2,485.2 2,716.4 2,965.1 3,231.7 3,516.7 3,824.8 4,171.2 4,528.8 4,042.2
EBIT 700.3 729.9 1,136.6 1,217.6 1,324.2 1,425.9 1,531.6 1,637.7 1,737.3 2,262.3 2,435.0 2,597.3 2,144.6
Less: Tax on EBIT (122.4) (127.5) (198.6) (294.9) (488.9) (358.2) (414.2) (468.6) (525.9) (810.0) (1,073.3) (832.1) (691.8)
EBIT after tax on EBIT 577.9 602.4 938.0 922.7 835.3 1,067.7 1,117.5 1,169.0 1,211.3 1,452.3 1,361.7 1,765.3 1,452.9
Add: Provision for MMR 380.8 459.9 187.8 235.3 291.9 359.0 438.4 532.2 642.7 354.2 443.8 550.5 677.0
Less: Capital Expenditure (MMR) (487.0) (511.4) - - - (638.1) (650.0) (682.5) (716.7) - - (988.0) (1,037.4)
Less: Capital Expenditure (Additional Capex) - - - - ° ‘ . “ 2 :
Add/(Less): (Increase)/Decrease in Working
Capital (4.9) 102.3 - (127.6) (2.4) (6.5) (6.8) 143.3 - (197.6) (10.1) 131.6
Free Cash flows to Firm "FCFF" 581.4 777.9 =1,262.5 1,306.6 1,162.6 964.3 1,093.6 1,223.6 1,511.1 2,057.3 1,881.4 1,614.4 1,488.9
PV factor @ 10.6% 0.23 0.21 0.19 0.17 0.15 0.14 0.13 0.11 0.10 0.09 0.08 0.08 0.07
PV of FCFF 134.7 163.0 239.2 223.8 180.0 135.0 138.4 140.0 156.3 192.5 159.1 123.4 103.8
Pra ela) Tam Nadie)

# Comprises of Prepaid Expenses, Current Tax, Asset Heald for Sale, Payable toward carve out assets and Payable to NHAI
Page 60
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RBSAAdvisors
Appendix 2.8 - Bijapur Hungund Tollway Private Limited (BHTPL)
Free Cash Flow to Firm {FCFF}: In INR Mn

Tato La) FY2024 FY2025 PLAS FY2027 PAPE: FY2029 PANEI) PLE FY2032 FY2033 FY2034 FY2035
Period in Mo slp ro 12 rv rh iP iP 12 rb iP ro 3
Total Revenue 1,711.0 1,825.4 1,953.8 2,084.0 2,289.8 2,469.1 2,709.9 2,960.9 3,236.6 3,381.5 3,603.6 2,463.8
EBIT 1,004.1 1,083.0 1,155.8 1,223.4 1,238.5 1,345.4 1,536.4 1,662.6 1,965.2 2,014.2 2,121.2 1,223.2
Less: Tax on EBIT (131.9) (189.2) (201.9) (213.7) (216.4) (235.1) (268.4) (290.5) (343.4) (351.9) (370.6) (213.7)
EBIT after tax on EBIT 872.3 893.8 953.8 1,009.6 1,022.1 1,110.3 1,268.0 1,372.1 1,621.8 1,662.3 1,750.6 1,009.5
Add: Depreciation 342.6 366.4 393.3 419.0 453.9 501.7 551.0 601.8 658.2 687.7 732.3 500.9
Add: Provision for MMR 75.7 88.7 103.6 120.5 218.9 261.0 237.2 282.8 172.7 205.9 244.0 287.5
Less: Capital Expenditure (MMR) (324.8) (782.4) (479.9) (139.8) (380.2) (670.0) (240.1)
Add/(Less): (Increase)/Decrease in Working
Capital 34.0 (156.5) 156.5 (96.0) 68.0 (48.1) 76.0 (134.0) 85.8 (65.4)
Free Cash flows to Firm "FCFF" 993.5 1,344.1 1,292.9 921.8 1,561.0 1,461.2 1,868.2 1,952.6 2,452.7 2,421.9 2,142.7 1,492.3
PV factor @ 10.9% 0.95 0.86 0.77 0.70 0.63 0.57 0.51 0.46 0.41 0.37 0.34 0.31
PV of FCFF 943.3 1,150.6 998.0 641.6 979.5 826.7 953.1 898.2 1,017.2 905.6 722.4 462.4
# Comprises of Prepaid Expenses, Current Tax, Payable to NHAI, etc
Page 61
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Appendix 2.9 - Dhule Palesner Tollway Private Limited (DPTPL)

eel ave Le a sips. FY2025 FY2026 FY2027 FY2028 FY2029 FY2030 a sient FY2032
Period in Months s 1 a sy a2 a2 12 a (°)
Total Revenue 2,620.4 2,681.7 2,798.7 3,001.0 3,218.4 3,444.0 3,689.1 3,940.0 2,041.1
EBIT 1,364.2 1,373.7 1,461.1 1,598.8 1,697.9 1,802.8 1,905.4 1,947.0 1,219.8
Less: Tax on EBIT - (134.5) (255.3) (279.3) (296.7) (315.0) (332.9) (340.2) (213.1)
EBIT after tax on EBIT 1,364.2 1,239.2 1,205.8 1,319.5 1,401.2 1,487.8 1,572.5 1,606.8 1,006.7
Add: Depreciation 637.3 653.4 683.3 733.0 786.2 841.1 900.8 962.3 498.8
Less: Capital Expenditure (MMR) (556.6) (253.9) (241.1) - - (519.4) (617.9) (463.7)
Less: Capital Expenditure (Additional Capex) (5.7) (3.9) (0.4) (0.4) (0.4) -
Add/(Less): (Increase)/Decrease in Working Capital 15.3 2.6 48.2 - (103.9) (19.7) 30.8 92.6 (171.5)
Free Cash flows to Firm "FCFF" 1,678.6 1,894.0 1,937.0 2,277.8 2,344.9 2,092.1 2,233.8 2,661.7 1,334.0
PV factor @ 11.0% 0.95 0.85 0.77 0.69 0.62 0.56 0.51 0.46 0.42
PV of FCFF 1,593.0 1,619.1 1,491.7 1,580.4 1,465.5 1,177.7 1,132.9 1,216.1 564.0
Add: Working Capital Adjustment # (5.7)
Add: Receivable From NHAI 14.9
# Comprises of Prepaid Expenses, Current Tax, Payable to NHAI, etc
Page 62
RBSA Valuation Advisors LLP ay
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES R B SD A
Appendix 2.10 - Hyderabad Yadgiri Tollway Private Limited (HYTPL)

Particulars FY2024 FY2025 FY2026 PAP a FY2028 FY2029 FY2030 FY2031
Period in Months A 4 s WP2 1 12 a 12 si a
Total Revenue 1,331.7 1,470.6 1,598.9 1,776.8 1,982.2 2,190.9 2,441.9 2,655.3
EBIT 811.2 854.2 948.5 1,014.6 1,162.0 1,313.9 1,510.3 1,660.0
Less: Tax on EBIT - (85.2) (165.7) (177.3) (203.0) (229.6) (263.9) (290.0)
EBIT after tax on EBIT 811.2 769.0 782.7 837.3 959.0 1,084.3 1,246.4 1,369.9
Add: Provision for MMR (51.5) 39.9 46.2 119.2 138.3 159.7 183.6 210.3
Add: Interest on NHAI premium 7.6 7.8 8.2 8.7 9.4 - - -
Add: Premium Provision - NHAI 226.0 229.7 232.5 234.2 234.5 233.3 230.2 224.8
Less: Capital Expenditure (MMR) (116.7) - (86.1) - . (59.9) (350.7) (400.4)
Less: Premium paid to NHAI (200.9) (210.9) (221.4) (232.5) (371.7) (255.4) (268.2) (281.6)
Add/(Less): (Increase)/Decrease in Working Capital - (17.2) 17.2 - (12.0) (58.2) (10.0) 80.1
Free Cash flows to Firm "FCFF" 809.0 968.3 950.7 1,157.6 1,170.3 1,340.2 1,294.7 1,489.4
PV factor @ 11.4% 0.95 0.85 0.76 0.69 0.61 0.55 0.50 0.44
PV of FCFF 766.4 823.3 725.6 793.1 719.7 739.7 641.5 662.4
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TRANSACTION TAX | ADVISORY SERVICES ee
Appendix 2.10 - Hyderabad Yadgiri Tollway Private Limited (HYTPL) (Cont'd...)

Particulars FY2032 FY2033 FY2034 FY2035 PE FY2037 FY2038 FY2039
Period in Months i 1 cP 12 12 i 12 3
Total Revenue 2,914.1 3,174.4 3,454.7 3,746.6 4,066.5 4,405.9 4,750.2 3,526.0
EBIT 1,980.0 2,183.9 2,404.9 2,639.9 2,886.7 3,180.4 3,466.2 2,746.5
Less: Tax on EBIT (345.9) (381.6) (420.2) (461.2) (504.4) (555.7) (605.6) (593.7)
EBIT after tax on EBIT 1,634.0 1,802.3 1,984.7 2,178.7 2,382.3 2,624.7 2,860.5 2,152.8
Add: Provision for MMR 108.9 126.4 145.9 167.7 192.1 219.3 249.7
Add: Interest on NHAI premium
Add: Premium Provision - NHAI 216.7 205.5 190.7 171.5 147.3 117.2 80.3 35.5
Less: Premium paid to NHAI (295.7) (310.4) (326.0) (342.3) (359.4) (377.3) (396.2) (285.7)
Add/{Less): (Increase)/Decrease in Working Capital (34.0) (30.0) (79.9) 143.8 (36.8)
Free Cash flows to Firm "FCFF" 1,978.5 2,166.3 2,368.1 2,545.9 2,601.0 2,659.0 2,730.5 2,246.2
PV factor @ 11.4% 0.40 0.36 0.32 0.29 0.26 0.23 0.21 0.19
PV of FCFF 789.7 776.1 761.6 735.0 673.9 618.4 570.0 428.1
# Comprises of Prepaid Expenses, Current Tax and Payable to NHAI
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RBSA Valuation Advisors LLP av¢
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES : FR B . A :
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Appendix 2.11 - Shreenathji Udaipur Tollway Private Limited (SUTPL)

Fada rele FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 #=FY2032 #£-FY2033 FY2034 #=¥FY2035
Period in Months 12 12 a2 1 12 a sw. a 12 ap2 1 a2
Total Revenue 1,236.4 1,395.4 1,563.1 1,730.0 1,917.9 2,112.3 2,347.0 2,641.5 2,925.9 3,207.0 3,521.6 3,869.3
EBIT 74.8 259.1 290.8 531.2 485.5 582.1 744.8 924.6 1,108.2 1,581.8 1,788.3 2,020.0
Less: Tax on EBIT - - - (36.2) (101.7) (130.1) (161.5) (193.6) (276.4) (312.5) (352.9)
EBIT after tax on EBIT 74.8 259.1 290.8 531.2 449.3 480.4 614.7 763.0 914.6 1,305.5 1,475.9 1,667.1
Add: Depreciation 162.8 184.4 206.8 229.0 253.9 279.8 310.7 349.7 387.4 424.9 466.6 512.7
Add: Provision for MMR 153.2 124.0 209.3 48.3 217.6 252.6 291.8 335.7 384.8 183.5 213.0 246.1
Add: Interest on NHAI premium 61.0 64.5 67.1 99.6 106.6 114.5 83.5 82.4 60.5
Add: Premium Provision - NHAI 419.8 431.5 442.7 453.3 463.0 471.8 479.3 485.3 489.5 491.6 491.2 487.9
Less: Capital Expenditure (MMR) (490.0) (124.0) (209.3) (48.3) - (78.3) (445.4) (467.7) (491.1)
Less: Capital Expenditure (Additional Capex) (6.1) (2.2) (1.3) (1.3) (1.4) - - -
Less: Premium paid to NHAI (300.3) (341.5) (6.7) (379.4) (398.6) (911.7) (519.2) (807.7) (1,310.8) (495.1) (519.8) (545.8)
Add/(Less): (Increase)/Decrease in Working Capital (21.9) (17.1) 32.2 9.7 (15.7) (73.4) (4.5) (4.7) 98.2 (18.0)
Free Cash flows to Firm "FCFF" 53.3 578.7 1,031.5 942.0 1,074.9 535.7 811.0 736.1 533.1 1,910.4 2,126.9 2,349.9
PV factor @ 11.1% 0.95 0.85 0.77 0.69 0.62 0.56 0.50 0.45 0.41 0.37 0.33 0.30
PV of FCFF 50.5 494.0 792.6 651.5 669.1 300.1 408.9 334.1 217.7 702.2 703.7 699.8
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Appendix 2.11 - Shreenathji Udaipur Tollway Private Limited (SUTPL) (Cont'd...)

Particulars FY2036 FY2037 FY2038 FY2039 Le Pert) a Psi FY2042 FY2043 La 078) FY2045 FY2046
Period in Months 12 a si 12 a2 12 12 a sy, 12 8
Total Revenue 4,238.2 4,621.8 5,052.3 5,505.1 6,024.0 6,558.1 7,148.2 7,804.1 8,531.1 9,288.3 6,477.6
EBIT 2,267.1 2,521.9 2,816.6 3,124.2 3,739.9 4,136.7 4,582.9 5,087.6 5,657.8 6,254.2 4,657.3
Less: Tax on EBIT (396.1) (440.6) = (492.1) = (545.9) (819.5) (1,604.9) (1,779.7) (1,975.7) (1,840.5) (2,060.6) (1,645.7)
EBIT after tax on EBIT 1,871.0 2,081.3 2,324.5 2,578.3 2,920.4 2,531.8 2,803.3 3,111.9 3,817.2 4,193.6 3,011.6
Add: Depreciation 561.5 612.0 669.0 729.0 798.1 868.9 947.1 1,034.0 1,129.8 1,230.1 858.2
Add: Provision for MMR 283.1 324.5 370.7 422.2 231.7 269.0 310.7 357.5 409.7 468.0
Add: Interest on NHAI premium - - - . . - -
Add: Premium Provision - NHAI 481.1 470.4 455.1 434.6 408.0 374.4 332.9 282.2 221.3 148.5 62.4
Less: Capital Expenditure (MMR) (90.0) (619.5) (650.5) (683.0) : . - - (1,013.0) (1,033.7)
Less: Capital Expenditure (Additional Capex) . - - - -
Less: Premium paid to NHAI (573.1) (601.8) (631.9) (663.4) (696.6) —- (731.5) —« (768.0) + ~— (806.4) ~—«- (846.7) ~—s- (889.1) (598.4)
Add/(Less): (Increase)/Decrease in Working Capital (105.9) (6.2) (6.5) 136.6 - - . (202.6) (4.1) 206.4 (113.8)
Free Cash flows to Firm "FCFF" 2,427.7 2,260.7 2,530.4 2,954.3 3,661.6 3,312.6 3,625.9 3,776.6 3,714.1 4,323.8 3,219.9
PV factor @ 11.1% 0.27 0.24 0.22 0.20 0.18 0.16 0.14 0.13 0.12 0.10 0.10
PV of FCFF 650.6 545.3 549.3 577.3 643.9 524.3 516.5 484.2 428.6 449.0 306.7
Particulars Tam ad)

# Comprises of Prepaid Expenses, Current Tax, Asset Classified as held for sale, Payable to NHAI, etc.
Page 66
Appendix 2.12 - Mysore Bellary Highway Private Limited (MBHPL)

Particulars FY2024 FY2025
Period in Months 2 8
Annuity Income 1,423.0 711.5
Other Operating Income 2.3 0.5
Less: Cash expenses (133.0) (113.4)
Less: Actual MMR (856.1) (166.8)
Cash EBITDA 436.2 431.8
Less: Depreciation (3.0) (2.1)
Cash EBIT 433.2 429.7
Tax (1.2)
Cash EBIT after tax 432.0 429.7
Add: Depreciation 3.0 2.1
Cash EBITDA after tax 435.0 431.8
Add/(Less): (Increase)/Decrease in Working Capital 79.6 9.6
Free Cash flows to Firm "FCFF"” 514.6 441.4
PV factor @ 9.9% 0.95 0.88
PV of FCFF 490.8 388.5
Present Value of Explicit Period 879.3
Enterprise Value 879.3
Adjusted Enterprise Value 927.8
# Comprises of Prepaid Expenses, Advance tax
Page 67
Appendix 2.13 - Nagpur Seoni Highway Private Limited (NSHPL)

Particulars FY2024 FY2025 FY2026 FY2027 a 740.3
Period in Months 2 sy sy. a7 8
Annuity Income 435.8 435.8 435.8 435.8 217.9
Other operating income 4.9 7 ig 0.1 0.0
Less: Cash expenses (82.8) (86.0) (86.7) (91.5) (64.2)
Less: Actual MMR (38.1) (181.8) (179.5)
Cash EBITDA 319.9 169.8 170.9 344.4 153.7
Less: Depreciation (0.9) (0.9) (0.9) (0.9) (0.6)
Cash EBIT 318.9 168.9 170.0 343.5 153.1
Tax (2.9) (1.5) (1.0)
Cash EBIT after tax 316.0 167.3 169.0 343.5 153.1
Add: Depreciation 0.9 0.9 0.9 0.9 0.6
Cash EBITDA after tax 317.0 168.2 169.9 344.4 153.7
Add/(Less): (Increase)/Decrease in Working Capital 159.5 21.6 60.5 5.1 (56.8)
Free Cash flows to Firm "FCFF" 476.4 189.9 230.4 349.5 96.9
PV factor @ 9.9% 0.95 0.87 0.79 0.72 0.66
PV of FCFF 454.4 164.8 181.9 251.1 64.4
Particulars
# Comprises of Prepaid Expenses, Advance tax, Assets classified as held for sale
Page 68
)

Appendix 2.14 - tndinfravit Project Managers Private Limited (IPMPL)

Particulars FY2024 FY2025 FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 FY2032 FY2033 FY2034 FY2035 FY2036 FY2037
Period in Months a 12 a a7 a a a7 sy 5 sy ay, 12 12 12
Total Revenue 279.9 300.7 323.1 335.9 353.6 401.8 412.4 455.7 481.0 519.5 561.1 618.5 654.4 706.8
EBIT 9.2 9.7 10.3 10.8 11.7 12.8 13.5 14.7 15.8 17.2 18.7 20.4 21.7 23.5
Less: Tax on EBIT (2.2) (2.2) (2.2) (2.4) (2.6) (2.7) (3.0) (3.2) (3.6) (4.0) (4.5) (4.7) (5.3) (5.8)
EBIT after tax on EBIT 7.0 7.6 8.1 8.4 9.0 10.0 10.5 11.5 12.1 13.2 14.2 15.6 16.4 17.7
Add: Depreciation 0.2 0.5 0.8 1.1 1.4 1.5 2.0 2.1 2.6 2.8 3.0 3.2 3.9 4.2
Less: Capital Expenditure (Additional Capex) (20.0) (20.0) (20.0) (8.5) - (20.0) - (10.3) - - - (12.6)
Add/(Less): (Increase)/Decrease in Working Capital (20.0) - - - - -
Free Cash flows to Firm "FCFF" (32.8) (12.0) (11.2) 1.0 10.4 (8.5) 12.4 3.3 14.7 15.9 17.2 6.3 20.3 22.0
PV factor @ 10.0% 0.95 0.87 0.79 0.72 0.65 0.59 0.54 0.49 0.44 0.40 0.37 0.33 0.30 0.28
PV of FCFF (31.3) (10.4) (8.8) 0.7 6.7 (5.0) 6.7 1.6 6.5 6.4 6.3 2.1 6.2 6.1
laa atl Tay FY2038 FY2039 FY2040 FY2041 FY2042 FY2043 FY2044 FY2045 FY2046 FY2047 FY2048 FY2049 FY2050
Period in Months ry rv rP rP rs iP iP i ry ro sy 12 rT
Total Revenue 763.3 839.6 890.3 961.5 1,038.5 1,140.1 1,211.3 1,308.2 1,412.8 1,548.4 1,647.9 1,779.7. 1,922.1
EBIT 25.6 27.8 29.2 31.7 34.5 37.4 38.5 41.8 45.4 49.3 46.6 50.6 55.0
Less: Tax on EBIT (6.4) (6.8) (7.5) (8.2) (9.1) (9.4) (10.4) (12.4) (12.6) (12.4) (13.8) (15.2) (16.8)
EBIT after tax on EBIT 19.1 21.0 21.8 23.5 25.4 28.0 28.2 30.4 32.8 36.9 32.8 35.4 38.2
Less: Capital Expenditure (Additional Capex) - (15.3) - . . (18.6) (22.6) . ; :
Add/(Less): (Increase)/Decrease in Working Capital - - - - - ‘ : 86.9
Free Cash flows to Firm "FCFF" 23.7 10.7 28.0 30.3 32.7 17.3 38.8 41,9 45.2 27.7 54.2 58.5 150.0
PV factor @ 10.0% 0.25 0.23 0.21 0.19 0.17 0.16 0.14 0.13 0.12 0.11 0.10 0.09 0.08
PV of FCFF 6.0 2.4 5.8 5.7 5.6 2.7 5.5 5.4 5.3 2.9 5.2 5.1 12.1
Page 69
BSA Valuation Advisors LLP
TRANSACTION TAX | ADVISORY SERVICES RBSA
Appendix 2.14 - IndInfravit Project Managers Private Limited (IPMPL) (Cont'd)
Present Value of Explicit Period 63.7
Enterprise Value 63.7
Add: Net Advance Tax 15.8
Adjusted Enterprise Value 79.5
Sensitivity Analysis:
Change in WACC by: In INR Mn
Company Name -1.00% COR UO Oot
KTTPL 5,039.7 5,000.4 4,961.6 4,923.3 4,885.7

WTPL 19,039.8 17,875.5 16,795.8 15,793.5 14,862.2
WATPL 2,604.5 2,582.8 2,561.5 2,540.4 2,519.7
PPTPL 13,731.7 13,022.0 12,357.3 11,734.8 11,151.4
TPL 8,033.1 7,660.7 7,311.1 6,982.8 6,674.3
AJTPL 4,043.1 3,910.1 3,783.5 3,662.9 3,548.0
BRTPL 4,065.7 3,779.0 3,516.3 3,275.4 3,054.2
BHTPL 11,100.4 10,818.7 10,547.7 10,287.0 10,036.1
TPL 12,283.2 12,063.3 11,849.7 11,642.2 11,440.5
HYTPL 12,067.6 11,656.6 11,266.0 10,894.5 10,541.0
SUTPL 13,053.0 12,373.7 11,741.9 11,153.7 10,605.7
MBHPL 934.9 931.3 927.8 924.3 920.9
NSEPL 1,174.8 1,165.0 1,155.4 1,146.0 1,136.8
IPMPL 97.9 88.3 79.5 715 64.2
Page 70
VAAL
RBSA Valuation Advisors LLP bly
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES RB: A »
Appendix 3 — One-time sanctions / Permits and Licenses
Specified Narration Issuing Authority (Independent Current Status

Companies Engineer/Independent Consultant)
—KTTPL Provisional Completion Certificate dated February 06, 2009, bearing Independent Consultant Active
reference number TN-1/IC/20.03(10)
KWTPL Provisional Completion Certificate dated February 16, 2016, bearing Independent Consultant Active
reference number RIL-TES/RE/L&T/NH-46/KW/2016/2065
WATPL Provisional Completion Certificate dated March 13, 2009, bearing Independent Consultant Active
reference number ICT:454:AKB:2116
BPPTPL Provisional Completion Certificate dated June 11, 2015, bearing reference Independent Engineer Active
number IE/NHAI/BPPRP/3839
Provisional Completion Certificate dated November 14, 2013, bearing Independent Engineer Active
reference number LASA/73384/D-H/IE/MD/2073
2™ Provisional Completion Certificate dated December 05, 2014, bearing Independent Engineer Active
DHTPL reference number LASA/73384/D-H/IE/MD/1478
3" Provisional Completion Certificate dated October 06, 2015, bearing Independent Engineer Active
reference number LASA/73384/D-H/IE/MD/1263
AJTPL Completion Certificate dated January 27, 2016, bearing reference number Independent Engineer Active
AB/Tender/218 of 2016
BRTPL Completion Certificate dated July 21, 2017, bearing reference number Independent Engineer Active
APL/NH-08/02/BhiRa/2017-18/10
BHTPL - Completion Certificate dated June 09, 2013, bearing reference number Independent Engineer Active
BHTPL/IE/FY12-13/00013
Completion Certificate dated April 30, 2013, bearing reference number Independent Engineer Active
Dealt TL/DPTPL/0910021/2013/1481
Page 71
,J s/s,
RBSA Valuation Advisors LLP |

VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES RB A E
TRANSACTION TAX | ADVISORY SERVICES Advisors ,
Specified Narration issuing Authority (Independent ac NescLa ss

Companies Engineer/Independent Consultant)
24 Completion Certificate dated September 23, 2013, bearing reference Independent Engineer Active
number CDM/CEI/0910021/339
HYTPL Completion Certificate dated June 27, 2015, bearing reference number Independent Engineer Active
SHELADIA/NHAI/O&M/NH-65/2015-16/149
SUTPL Provisional Completion Certificate dated December 04, 2015, bearing Independent Engineer Active
reference number AA/HW/SUTPL/1441/15-16/868
MBHPL Provisional Completion Certificate dated December 14, 2017, bearing Independent Engineer Active
reference number LASA/TUMKUR/IE/KSHIP-11/73051/2017/2197
NSEPL “Provisional Completion Certificate dated April 15, 2013, bearing reference Independent Engineer Active
number ZL-AP/MP-3/02/13-14/001
Page 72
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES - B: SA
TRANSACTION TAX | ADVISORY SERVICES pad
Appendix 4 ~ Statement of Assets:
Statement of Assets of the Specified Companies as of March 31, 2023, is as under,
in INR Mn
Net Other Non-

(Oui da-laye
Company Name Net Fixed Assets aera ated Current
AY=) 3
Assets Assets
KTTPL 37.9 1,304.4 93.4 2,051.6

KWTPL 20.1 9,924.1 149.4 1,189.7
WATPL 3.1 602.2 2.0 1,273.0
BPPTPL 15.5 37,559.8 18.8 1,092.3
DHTPL 13.1 3,298.8 2.2 189.6
AJTPL 8.1 1,863.9 13.2 481.4
BRTPL 9.8 3,411.3 0.3 64.2
BHTPL 13.3 6,145.7 0.3 423.3
DPTPL 14.3 6,671.3 26.0 405.6
HYTPL 8.3 4,875.2 18.4 172.4
SUTPL 19.4 13,174.7 25.0 532.5
MBHPL 3.1 2.0 503.2 1,037.2
NSEPL 2.0 2.4 777.8 715.0
IPMPL 8.0 8.3 103.1 73.6
Source: Provisional Financials of Specified Companies, Management Information
Page 73
Appendix 5 - Pending Litigation against the Specified Companies
List of Pending Tax related Litigations

In INR Mn
Outstanding
Company * Nature of Demand
Demand
| Income Tax Liability | 2015-16 A.O.
KTTPL
Income Tax Liability | 2019-20 A.O.
WATPL Income Tax Liability | 2019-20 A.0. 33.5
Income Tax Liability 2013-14 A.O, 1.8
BPPTPL
Income Tax Penalty 2015-16 A.O. 87.9
DHTPL Income Tax Liability 2017-18 A.O. 5.2
Income Tax Liability 2010-11 A.O. 0.3
B
HTPL Income Tax Liability 2011-12 A.O. 1.0
HYTPL "Income Tax Penalty _| 2016-17 A.0. 2.3
_SUTPL Income Tax Liability 2017-18 A.O. 0.1
MBHPL | Income Tax Liability 2020-21 A.O. 19.2
List of Pending Indirect Tax related Litigations

in INR Mn
aay ey= 10h aa
(@foy Category Amount
ITC Mismatches 11.8
Output Mismatch
2018-19
TDS Mismatch
ITC Mismatch 0.0*
Total Demand 16.2 |
2018-19 GSTR-1 Vs GSTR-7 Turnover Mismatch 2.4 |
GSTR-1 Vs GSTR-7 Turnover Mismatch 9.2
KWTPL
2019-20 | GSTR-1 Vs E-way Bill Portal 31.9
Penalty Demand for GSTR-1 Vs E-way bill 100% 31.9
- Total Demand 75.5
Page 74
RBSA Valuation Advisors LLP ¥
VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES R B ) A
TRANSACTION TAX | ADVISORY SERVICES sors
(ol
any eel ava Category
2017-18 ITC Mismatch 0.7
BPPTPL 2018-19 ITC Mismatch 4.1
GSTR-1 Vs GSTR-7 Turnover Mismatch 12.1
Total Demand 16.9
DPTPL 2018-19 _ ITC Mismatch 2.4
Total Demand 2.4
BRTPL 2017-18 Interest due to delayed filing - Feb 2018 & Sep 2017 0.0*
Total Demand 0.0*
2017-18 Under declared tax in GSTR-09 & Excess ITC claimed 2.1
2018-19 Excess ITC claimed 26.3
HYTPL 2019-20 Under declared turnover in GSTR-3B & Excess ITC claimed 10.6
2020-21 Under declared turnover in GSTR-3B & Excess ITC claimed 8.0 |
- nd
2021-22 Under declared turnover & Excess ITC 75
Total Demand 54.5
4 - As informed by the Management for the other entities, there are no tax demands/proceedings.
*- Less than 0,05 Mn
Management has informed that there are no amounts expected to devolve on the respective Specified Companies on tax related litigations and consequently, no adjustments
have been made for these cases in the valuation of individual Specified Companies.
Page 75
List of Pending Other Litigations:
Amounts involved Amounts involved

Name of Pre InvIT (in INR Mn) Post InvIT (in INR Mn) Pre-
Name of Current Litigation by
Specified Brief nature ia Pee Tay ea] mY aes post
parties / against
Company NY oY-Vei{=t9| Specified Cine SY ererelhit=te| InviT ELI
Company Company Company (oyna es Tah
Devyaee Ammal, runs a small provision
store adjoining the NHAI land where
wayside Amenity Complex was proposed,
Dist. Munsif Matter
is claiming right of access from her land to Devayee
KTTPL Court, NA Pre pending for Against
the Highway. KTTPL has constructed a Ammal
Dharmapuri hearing
boundary wall around the entire amenity
complex for security reasons, which is
challenged by Devyaee Ammal.
Matter
Accident of towing vehicle with two-
KTTPL MACT Erode B. Gokulraj 1.5 Pre pending for Against
wheeler
hearing
Matter will be
Vellore taken up for
Writ Petition to quash and to grant stay of
District Bus final
the operation of the Fee Notification dt.
High Court of Owners arguments
KWTPL 05.10.2010 issued by GOI allowing KWTPL 88.5 NA 45.2 Pre Against
Madras Association once the
to collect Toll Fees as per the new Toll
and other 13 Orders are
Policy.
parties passed in the
TNSTC
1. Transport
Writ Petition seeking the directions to Dept. GoTN
TNSTC to make payment of the User 2. TNSTC- Matter is
High Court of
Fee/Toll Fee strictly in terms of the Fee Villupuram 245.3 121.0 Pre pending for By SPV
Madras
Notification dated 5.10.2010 issued by 3. TNSTC- arguments
Ministry of Road Transport and Highways. Salem
| 4. Chairman,
Page 76

St. Name of Nee i
3 reinviT(inINR Mn) Post InviT (ini INR Mn) aa) c
Specified Tas marel ales maKiGE Current Litigation by
toe ea Against eh) Vere! feXors3
Company Specified Specified
Status / against
Specified Specified Ta
Company Company Company Company
NHAI
| _5.PD,NHAI |
Petitioners have sought for the following
directions:
a. To formulate a better scheme for
monthly pass holders allowing unlimited
1. TNSTC-
trips
Villupuram Matter is
b. To grant the benefit of relocating the High Court of
5 KWTPL 2. TNSTC- NA Pre pending for Against
toll plazas out of the limits of local town Madras
Salem arguments
and municipal area.
3. MTC
c. To grant discounts to the locals and
frequent users
d. Implement the revision of fee only on
completion of the 6 laning
Petition for extending the benefit, of Matter is
reduced 50% toll which is currently given High Court of TNSTC-
6 KWTPL NA Pre pending for Against
to commercial vehicles, to TNSTC buses Madras Villupuram
arguments
also 7 -
Petitioner have sought directions against
R-1 to 5 for shifting of the Toll Plaza at
Anaithu Matter is
Pallikonda and against R-6 have sought High Court of
7 KWTPL Viyaparigal NA Pre pending for Against
interim injunction restraining it from Madras
Sangam arguments
collecting Fees from local residents of the
Pallikonda. —
School has filed WP seeking direction
Vailankani
from the Court that the three buses : . . Matter is
8 KWTPL | owned by the School should be granted ae on of, Matriculation NA Pre pending for Against |
| | the concessional rate as being given in aaa Hr. Sec. arguments |
other toll plazas. / | avieo | |
Page 77

Name of Pre InvIT (in INR Mn) Post InvIT (in INR Mn)
yi -_ Name of Current Litigation by
Specified Brief nature aa YC Te! NY] Vee ay A
No. parties Status EY
Company Specified Specified Specified Specified
HC has granted interim relief to the
School by passing directions to collect toll
from the three school buses @INR 1,000/-
per month, till the matter is finally
decided.
Cross
KWTPL has invoked Arbitration vide its
examination
letter dated 26.07.2018 for adjudication BySPV
9 KWTPL Delhi NHAI 2,510.0 Pre completed.
of its long pending claims amounting to Arguments in
INR 3,041.0 Mn.
process.
The Petitioner is the proprietor of the
petrol pump located in the vicinity of the
Toll Plaza. Petitioner is challenging the Response
location of the Toll Plaza which is within submitted,
High Court of Babu Lal
10 BPPTPL 500 mts. of petrol pump of the Petitioner. NA Pre Against
Rajasthan Choudhary hearing
Writ Petition is filed on the anticipation pending
| that licence of retail outlet installed by
—_—__——
the petitioner in 2004 shail be cancelled

t by NHAI
-
Matter
schedule for
Claim notice submitted by M/s Manjunath Against
130.4 Pre hearing on
1 DHTPL Manjunath Engineer for pre-InviT works. Engineering
30th July
2022.
Award
DHTL invoked the arbitration for received.
) 12 DHTPL resolution of the disputes related to the NHAI 263.8 2.1 Pre NHAI may
| Claims amounting to INR 671.3 Mn. challenge
|
award.
Page 78

Pa Name of Meier Mia nit Pre InviT (ini INR Mn) Post tnviT (ini INR Mn)
easels igation by
Specified Yate) marae r r
No, P Court parties on a Sol ae TE: SELL) / against
Company Specified Specified Specified Specified
Arbitration Claims amounting to INR 603
Mn were filed with NHAI consist of |
- Damages for delayed handling of
developed
13 DPTPL Arbitration NHAI 439.0 Pre By SPV
section — INR 5.8 Mn
- Revision of user fee + Delay in validation
of revised user fee + shortfall in revenue
collection — INR 596.8 Mn
Arbitration Claims amounting to INR 811
14 HYTPL Mn and extension of concession period by Arbitration NHAI 811.0 Pre Litigation
260 days were filed with NHAI.
Shri Ramesh
WC Chandra
Workman compensation litigation as an
15 SUTPL commissioner, | Sharma F/o 1.2 Pre Against
employee died during working hours
Udaipur late Shri Alok
Sharma
. WC
16 SUTPL Minimum wage payment to contract commissioner, LEO, Vikash
1.9 Pre Against
Goyel
empleyee Udaipur
Civil Suit filed by M/s Suwarna Buildcon in M/s Suwarna
17 MBHPL — Pune District court against amounts Pune Court Buildcon 599.4 Pre Litigation
receivable from Sadbhav Engineering Ltd. Private Ltd.
Management has informed that there are no amounts expected to devolve on the respective Specified Companies from these proceedings and consequently, no adjustments
have been made for these cases in the individual Specified Companies.
ag J Page 79
Appendix 6 — Claims filed by / against the Specified Companies
We have been informed by the Management that the sponsor i.e., L&T IDPL for 5 Road projects and SIPL for 8 Road projects acquired in FY20 would indemnify
the Trust and its Project Companies against any financial losses suffered or incurred in connection with any pending or threatened claims against the Specified
Companies made prior to the transfer of the assets to the Trust, hence no impact has been factored in the valuation of the Specified Companies.
KTTPL in INR Mn
Claims by Company
eae el
Shelia 1 eat Pea TAL
Demonetization 37.3 - 37.3 |
Hogenakkal Water Supply 12.6 - 12.6
ANIM
“Change in MAT laws and Income Tax Refunds 37.2 | 183.9 221.1
4 Covid related claims | 138.0 138.0
KWTPL in INR Mn
Claims by Company
Brief of Claim
ake Post InVIT
“GST claim 3.8 111.3 115.1
alN
Covid related claims 483.2 483.2
| Cauvery Water Issue 21.0 | . _ 21.0
im) st
Truckers Strike -| 16.2 16.2
5 Increase of Minimum wages claim 120.0 | 107.5 227.5
WATPL in INR Mn
Claims by Company
Brief of Claim
dem ad Post i
Change in law - MAT claim
AlN
GST claim 4.9 / 72.6 77.5
Axle load claim . 53.0 53.0
M/S
Covid related claims ; - 58.6 58.6
Page 80
BPPTPL in INR Mn
Brief of Claim
Post InviT
1 _Covid related claims 939.1 939.1

2 GST claim 159.1 177.8
3 Additional Premium 2,286.2 2,286.2
4 Change in law (Overloading) 326.5 326.5 |
in INR Mn
GF TTenem ohm eolaay
eye 1 ah
Brief of Claim
coma Post InvIT
1 Shiradi Ghat closure 47.7 | 142.2
2 Shiradi Ghat closure - July 22 18.9 18.9|
3 Street light consumables upto Nov'22 10.9 17.1
4 GST claim 81.6 81.6
5 Covid related claims 224.5 224.5
6 Axle load claim 14.0 14.0
7 Demonetization, VAT claims. Toll suspension 50.8 50.8
in INR Mn
Claims by Company
Tate Or Viaa)
dem ade Post InvIT
Covid related claims 389.2 389.2
2 Bitumen Escalation 118.7 118.7
Claims for CJV / School bus and MSRDC bus exemption
667.7 667.7
3 w.e.f Jun 01, 2015, till Aug 31, 2022
in INR Mn
Claims by Company
Tame ella)
dee a Post InviT
Covid related claims
2 Escalation in cost of construction for VUP amounting to INR 4.3 Mn. 4.3
Page 81
HYTPL in INR Mn
Claims by Company
Sr. No. Brief of Claim
aa=mel
Ya Post InvIT
1 Covid related claims . 133.1 | 133.1
| 2 Claim for additional Premium - 509.0 |
SUTPL in INR Mn
Claims by Company
Brief of Claim
a= a Post InvIT
1 | Covid related claims 575.0 | 575.0 |
2 | Claim for additional Premium . 549.5 | 549.5 |
MBHPL in INR Mn
Brief of Claim Seti Mela ela
com hans Post InvIT
Royalty related claims
2 District mineral fund expenditure claims 20.0 20.0
3 Interest claim on account of delayed payments for Lumpsum Payments 18.0 18.0
4 Interest claim on account of delayed payments for Annuity Payment 58.0 - 58.0
5 Interest claim on account of delayed payments for Change of Scope works 9.0 - 9.0
Interest claim on account of delayed payments for Annuity Payments
4.0 . 4.0
(Updated)
7 Interest claim on account of delayed Interest Payment, payments for 4.0 a0
Lumpsum payment, Annuity and Change of Scope , .
8 Rockfall mitigation at Jempanhalli village 16.0 - 16.0
an
Additional Expenditure incurred by us on account of Induction of GST 71.0 71.0
Additional Expenditure incurred by us on account of wrong alignment fixed 1110 ; 111.0
10
| by the Authority
' Loss of interest on margin money on all of delay in releasing of Bank - 9.0
11 9.0
Guarantees
Page 82
RBSA Valuation Advisors LLP oe,
RBSA &
es 4 ~~"
Appendix 7 — Photographs of the projects of the Specified Companies
Appendix 7.1: Krishnagiri Thopur Toll Road Private Limited - Date of Site Visit - April 05, 2023
RBSA Valuation Advisors LLP ti CH
VALUATION | INVESTMENT BANKING
| RESTRUCTURING | TRANSACTION SERVICES
RBSA &
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Ovisors
Appendix 7.3: Western Andhra Tollways Private Limited - Date of Site Visit - April 05, 2023
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Page 84
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Appendix 7.7: Bhilwara Rajsamand Tollway Private Limited - Date of Site Visit - April 05, 2023
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Lat 16.2905" Long 74.922682 RRL LUAI BiB a aM
Lat 18.786987" Long 75.739872*

VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES R
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th
Appendix 7.9: Dhule Palesner Tollway Private Limited - Date of Site Visit - April 05, 2023
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PA ESS ae ELS td Lat 17485495* Long 78.620615°
Lat 17.46512° Long 78,705837"

Appendix 7.11: Shreenathji Udaipur Tollway Private Limited - Date of Site Visit - April 06, 2023
TRAP 2023 Six

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VALUATION | INVESTMENT BANKING | RESTRUCTURING | TRANSACTION SERVICES R B .
“TRANSACTION TAX | ADVISORY SERVICES
Appendix 7.13: Nagpur Seoni Expressway Private Limited - Date of Site Visit - April 05, 2023
Page 89

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=> INDINFRAVIT a

Sub: Submission of Valuation Report

Request you to take note of the same.

Specified Companies of the

Private and Confidential

Report Ref No: RVA2324BOMREPO010 06/05/2023

Krishnagiri Walajahpet Tollway Private Limited;

Beawar Pali Pindwara Tollway Private Limited;

Bijapur Hungund Tollway Private Limited;

This letter should be read in conjunction with the attached Report.

For RBSA Valuation Advisors LLP,

Stake Acquired 100% 100% 100% 100% 100% 100% 100%

Particulars Patan te HYTPL Onto e Meislae NSEPL IPMPL

RBSA Valuation Advisors LLP

2.4 We declare that:

3. Assumptions and Limiting Conditions

Strong momentum in expansion of roadwavs

Total Length Length completed

2 MORTH Annual Report 2022-23 a ‘O}

Highway Construction in India (Kms)

* till Dec 2022

Rise in two and four wheeler population

' eiIncreasing freight traffic

Source: IBEF November 2022 Report

Future growth prospects:

7. Valuation Approach and Methodology

INCOME APPROACH MARKET APPROACH ASSET APPROACH

Estimates value based on

Applied Not applied Not Applied

Basis and Methodology of Valuation:

Approach & Applied/Not DY=SYel dl ey ate) Rationale

Approach & Applied/Not Description Rationale

Approach & Applied/Not Description Rationale

Discounted Cash Flow (“DCF”) Method

Weighted Average Cost of Capital (WACC)

WACC has been estimated as under:

A summary of WACC for the Specified Companies is appended as per Appendix 1.

8. Valuation of the Specified Companies

8.2 Krishnagiri Thopur Toll Road Private Limited (“KTTPL”)

8.2.1 Company Overview

8.2.2 Valuation Analysis

A. List of one-time sanctions/approvals which are obtained or pending:

B. List of up to date/ overdue periodic clearances:

C. Statement of assets included:

Historical Major Maintenance Expenses:

Forecasted Major Maintenance Expenses:

H. Latest Pictures of the project along with date of physical inspection:

8.3 Krishnagiri Walajahpet Tollway Private Limited (“KWTPL”)

8.3.1 Company Overview

8.3.2 Valuation Analysis

A. List of one-time sanctions/approvals which are obtained or pending:

B. List of up to date/ overdue periodic clearances:

C. Statement of assets included:

Historical Major Maintenance Expenses:

Particulars for the year/ period ended

Forecasted Major Maintenance Expenses:

Particulars for the year/ period

H. Latest Pictures of the project along with date of physical inspection:

8.4 Western Andhra Tollways Private Limited (“WATPL”)

8.4.1 Company Overview