National Highways Infra Trust has issued an addendum dated March 3, 2026, announcing revisions to its 6th Extra-Ordinary Meeting scheduled for March 12, 2026 at 11:00 AM. The addendum modifies the preferential unit issuance proposal originally outlined in the notice dated February 17, 2026, introducing significant changes to eligible allottees and the aggregate number of units to be issued.

Meeting Details and Eligibility

The Extra-Ordinary Meeting will be conducted in accordance with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 and related circulars. Only unitholders whose names are recorded in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date of March 5, 2026 will be entitled to cast their votes.

Revised Preferential Issue Details

The addendum introduces substantial revisions to the preferential unit issuance proposal. The eligible allottees now include National Highways Authority of India (NHA) and Central Board of Trustees, Employees Provident Funds (EPFO). The maximum number of units to be issued has been increased from upto 3,02,50,000 units to upto 4,03,40,000 units.

Pricing and Valuation Framework

The issue price for the preferential units will be determined in accordance with SEBI InvIT Regulations and related circulars. The pricing structure is set at or above a floor price of ₹ 147.50 per unit, taking into account the Trust's Net Asset Value based on full valuation of existing InvIT assets.

Unitholding Pattern Scenarios

The addendum presents two scenarios for post-issue unitholding patterns. In Scenario 1, assuming the Sponsor subscribes 15% of the total issue size with remaining units allotted to other unitholders, the Sponsor's holding would increase from 21,43,69,500 units (11.07%) to up to 25,47,09,500 units (up to 11.91%). In Scenario 2, assuming full subscription under Institutional Placement, the Sponsor's holding would remain at 21,43,69,500 units but the percentage would decrease to up to 10.02% due to dilution.

Investment Objectives and Compliance

The proceeds from the preferential issue will be utilized for making investments in Round 5 Roads, subject to applicable laws and in line with the Trust's investment objectives as stipulated in the Trust Deed dated October 19, 2020. The Investment Manager has confirmed compliance with SEBI InvIT Regulations, including the requirement that units have been listed for at least 6 months prior to the issuance date.

Lock-in and Listing Requirements

The units allotted under the preferential issue will be subject to lock-in provisions as specified in SEBI circulars and will be listed on stock exchanges subject to receipt of necessary approvals. The units will rank pari passu with existing units in all respects, including distribution and voting rights, and will be allotted in dematerialized form within the prescribed timeline.

National Highways Infra Trust has received credit rating affirmation from India Ratings and Research, maintaining its 'IND AAA'/Stable rating across all debt instruments while securing ratings for new financing facilities.

Rating Actions and Instrument Details

India Ratings has taken comprehensive rating actions on National Highways Infra Trust's debt portfolio. The rating agency affirmed the issuer rating at 'IND AAA'/Stable and maintained ratings across existing debt instruments while assigning ratings to new facilities.

The proposed bank loan facilities include INR33.25 billion designated for concession fee payments for round 5 asset acquisitions. The bonds comprise zero-coupon bonds with face value up to INR20.32 billion and proposed NCDs of INR9.68 billion for refinancing existing rupee term loans.

Portfolio Structure and Asset Base

NHIT operates through a consolidated structure housing 28 toll road assets across multiple subsidiary companies. The InvIT holds assets through three main subsidiaries: NHIT Western Projects Private Limited managing round 1 and 2 assets, NHIT Eastern Projects Private Limited overseeing round 3 assets, and NHIT Southern Projects Private Limited handling round 4 assets.

The diversified portfolio spans 11 states including Andhra Pradesh, Assam, Gujarat, Karnataka, Maharashtra, Madhya Pradesh, Rajasthan, Telangana, Uttar Pradesh, West Bengal, and Chhattisgarh. No single asset contributes more than 9% to overall toll revenues, mitigating concentration risks.

Financial Performance and Revenue Growth

The trust's asset portfolio demonstrates robust revenue performance across different rounds. Round 1 assets recorded toll collections of INR4,740 million in 9MFY26, representing 8% year-on-year growth with average daily collections of INR17.24 million. Round 2 assets showed stronger momentum with 11% growth to INR3,341 million during 9MFY26, while round 3 assets achieved 14% growth to INR10,986 million.

India Ratings projects the InvIT's revenue to grow at a CAGR of 7%-9% over FY27-FY32 in the base case scenario, supporting comfortable debt service coverage ratios above 1.80x throughout the debt tenor.

Debt Protection and Liquidity Framework

The rating reflects strong debt protection mechanisms and adequate liquidity provisions. NHIT maintains a debt service reserve equivalent to one quarter of debt obligations, with cash trap provisions activated when DSCR falls below 1.35x. The consolidated net debt-to-enterprise value ratio stands at 42.22%, well below the SEBI-permitted ceiling of 70%.

The financing structure ensures complete cash flow fungibility across all project assets, with surplus cash from subsidiary SPVs flowing to the InvIT for debt servicing and distributions to unitholders.

Strategic Positioning and Future Outlook

NHIT benefits from strong sponsorship by the National Highways Authority of India and backing from reputable investors including CPP Investment Board and Ontario Teachers' Pension Plan, each holding 19.95% stakes. The trust's strategic importance in India's national monetisation pipeline supports its long-term growth prospects.

The proposed round 5 acquisition will add two toll road assets in Maharashtra and Andhra Pradesh, requiring total concession fees of INR62.21 billion. This expansion aligns with NHIT's strategy of acquiring revenue-generating assets based on yield thresholds, traffic characteristics, and geographic diversity while maintaining strong credit metrics.