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Roadstar Infra Investment Trust Auditor Reports

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Sep 3, 2026|12:00:00 AM

Roadstar Infra Investment Trust Share Price Auditors Report

To

The Unitholders of

Roadstar Infra Investment Trust

Report on the audit of the Standalone Financial Statements

OPINION

1. We have audited the accompanying Standalone Financial Statements of Roadstar Infra Investment Trust (the InvIT or the Trust), which comprise the Standalone Balance Sheet as at 31 March 2026, and the Standalone Statement of Profit And Loss (including

Other Comprehensive Income), Standalone Statement of Changes in unitholders Equity and Standalone Statement of Cash Flows for the year ended on that date, the statement of net assets at fair value as at

31 March 2026, the statement of total returns at fair value, the statement of Net Distributable Cash Flows (NDCFs) for the year ended on that date and notes to the Standalone Financial Statements, including a summary of material accounting policies and other explanatory information (the Standalone Financial Statements).

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations 2014, as amended from time to time including any guideline and circulars issued thereunder ( the SEBI InvIT Regulations) in the manner so required and give a true and fair view in conformity with the Indian

Accounting Standards as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules,2015 as amended (Ind AS) and other accounting principles generally accepted in India to the extent not inconsistent with SEBI InvIT Regulations, of the State of Affairs of the Company as at 31 March 2026, and its Loss and Other Comprehensive Loss, its cash flows and its statement of Changes in Unitholders Equity for the year ended on that date, its net assets at fair value as at 31 March 2026, its total returns at fair value and the NDCFs of the Trust for the year then ended on that date.

BASIS FOR OPINION

3. We conducted our audit of the standalone Financial

Statement in accordance with the Standards on Auditing (SAs) issued by Institute of Chartered Accountant of India (ICAI). Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Trust in accordance with the Code of Ethics issued by the

Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the SEBI InvIT Regulations, and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is appropriate to provide a basis for our opinion on the Standalone Financial Statements.

EMPHASIS OF MATTER

4. We draw attention to Note 7(ii) to the financial statements, which explains that, in accordance with the requirements of the SEBI Master Circular issued under the SEBI Regulations relating to the minimum disclosures for key financial statements, the Unitholders Equity has been classified as equity for presentation purposes.

Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current year. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Key Audit Matter of Trust Roadstar Infra Investment Trust

Key Audit Matter

How the matter was addressed in our audit

Investments in Financial Instruments of subsidiaries and Joint Ventures (refer note no. 3) & Loan to SPV (refer note no.4)

Assessed the Trusts accounting policy for impairment of investments in subsidiaries and joint ventures with applicable accounting standards.
As at March 31, 2026, the carrying value of investments held by the Trust in its subsidiaries amounted to 21,257.77 million ( 23,447.04 million as at March 31, 2025). Further, the Trust has extended loans to its Special Purpose Vehicles ("SPVs") aggregating to 23,481.54 million ( 24,815.77 million as at March 31, 2025). Assessed the appropriateness of the valuation methodology adopted by management, particularly the discounted cash flow model used for determining the value in use of investments in underlying SPVs, and evaluated key assumptions including projected toll revenues, traffic growth assumptions and discount rates applied.
Management performs periodic assessments to identify indicators of impairment relating to investments in subsidiaries. The recoverable amount of the investments has been determined based on value in use calculations, which involve estimating the present value of future cash flows expected to be generated by the underlying SPVs. - Made inquiries for rationale of changes in assumptions used by the independent valuer in course of their valuation and obtain suitable explanation for such changes.
In respect of loans extended to SPVs, management has assessed the expected credit loss ("ECL") in accordance with the applicable requirements of Ind AS. The ECL assessment involves significant judgment in evaluating the probability of default, expected future cash flows, financial position of the SPVs, and assumptions relating to their future business performance. - Evaluated the independence, competence and
The estimation of future cash flows for both impairment assessment of investments and ECL assessment of loans is inherently sensitive to assumptions relating to projected traffic volumes, toll tariff escalation, operating models and computations used in the impairment and maintenance costs, residual concession period, and discount rates applied for value in use determination. objectivity of the specialists engaged by management in connection with the valuation and impairment assessment process.

The assessment also involves evaluating the operationality and adequacy of alternative roads and highways in the vicinity of the project assets, as the availability and condition of competing routes may significantly influencetraffic diversion patterns and, consequently, toll revenue projections.

- Inquired about the possible impact of the operationality and adequacy of alternative roads/highways.

Given the materiality of the investments and loans, together with the significant degree of estimation uncertainty and management judgment involved in assessing impairment indicators, forecasting future cash flows, determining appropriate discount rates, estimating expected credit losses, and evaluating the impact of competing routes, we considered this matter to be a key audit matter. Assessed the appropriateness of the Weighted
Average Cost of Capital ("WACC") used in determining the recoverable amount.

Tested the arithmetical accuracy of the valuation assessment process.

Assessed the adequacy of expected credit loss allowance recognised on loans extended to subsidiaries under the ECL model by evaluating specific factors including estimated revenues of the subsidiaries, their ability to generate future cash flows, and the expected timing of repayments

Key audit matter of subsidiary namely, M/s Barwa Adda Expressway Limited (BAEL)

Sl. No. Key Audit Matters

Auditors Response to Key Audit Matters

1. Intangible Asset We assessed the Companys process for determining the expense on account of amortization of the Intangible Asset which involved performing substantive testing procedures as described below:

- Rights under Service Concession Arrangement judgements

a) Assessed the management significant / estimates used in evaluation of inputs for the purpose of determination of such amortisation in accordance with Ind AS 38. We carried out a combination of procedures involving enquiry and observation, reperforming and review of independent Traffic Study Report in respect of verification of the same.
b) We assessed the process of preparation of and modifications in the amortisation schedule over the remaining concession period for determination of amortisation expense for the period under audit.
2. Intangible Asset under Development We assessed the Companys process for determining the additions to the Intangible Asset under development which involved performing substantive testing procedures as described below:
a) Assessed the management significantjudgements/estimates used in evaluation of inputs for the purpose of determination of such addition to the Intangible Asset under development in accordance with Ind AS 38. We carried out a combination of procedures involving enquiry and observation, reperformance and inspection of evidence in respect of verification of the same.

b) We assessed the process of preparation of the IRR Model over the concession period including relevant judgements and estimates for determination of margin over construction cost for the period under audit.

3. Revenue Recognition We assessed the Companys process for determining the revenue from operations on account of Toll Revenue and the Construction Income which involved performing substantive testing procedures as described below:

a) Assessedthe correctness, completeness and relevance of the management data gathered through multiple reporting platforms and performed a comparative analysis to assess the completeness of the revenue recorded on account of Toll Collections during the period under audit in accordance with Ind AS 115. We carried out a combination of procedures involving enquiry and observation, and inspection of evidence in respect of verification of the same.

b) We assessed the process of preparation of the IRR Model over the concession period including relevant judgements and estimates for determination of margin over construction cost for the period under audit.

4. Major Maintenance Expenses/ Resurfacing judgements Expenses

We assessed the Companys process for determining the Major Maintenance Expenses which involved performing substantive testing procedures as described below:

a) Assessed the management significant / estimates used in evaluation of inputs for the purpose of determination of such Major Maintenance Expenses. We carried out a combination of procedures involving enquiry and observation, verification of supporting documents, including review of independent Technical Due Diligence report.

b) We have assessed the addition to major maintenance expenses which are in line with the recommendation of independent Technical Due Diligence report.

OTHER INFORMATION

6. The Board of Directors of Roadstar Investment Manager

Limited (the Investment Manager) are responsible for the other information. The other information comprises the information included in the annual report of Investment Manager including annexure to Investment Managers Report and other information as required to be given by SEBI InvIT Regulations but does not include the Standalone Financial Statements and our auditors report thereon. The Other Information is expected to be made available to us after the date of this auditors report.

7. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

8. In connection with our audit of the Standalone Financial

Statements, our responsibility is to read the other information identifiedabove when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

9. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

10. The Board of Directors of Investment Manager is responsible for the preparation of these Standalone Financial Statements that give a true and fair view of the State of Affairs, loss and Other Comprehensive Loss, Cash Flows and movement of the Unitholders

Equity for the year ended on that date and the net assets at fair value as at 31 March 2025, the total returns at fair value and net distributable cash flow of the Trust for the year ended on that date in accordance with the requirement of SEBI InvIT Regulations,

Indian Accounting Standard as defined in Rule 2(1) (a) of Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India to the extent not inconsistent with SEBI InvIT Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Trust and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

11. In preparing the Standalone Financial Statements, the Board of Directors of Investment Manager are responsible for assessing the Trusts ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors of Investment Manager either intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.

12. The Board of Directors of Investment Manager are also responsible for overseeing the Trusts financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

13. Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 13.1.Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

13.2.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing any opinion on the effectiveness of entitys internal control.

13.3.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management. 13.4.Conclude on the appropriateness of the Board of Directors of Investment Manager use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast continue significant as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Trust to cease to continue as a going concern.

13.5.Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation. 14. We communicate with those charged with governance of the Trust regarding, among other matters, the planned scope and timing of the audit and significant in audit findings, including any significant internal control that we identify during our audit.

15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

16. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone

Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

17. As required by SEBI InvIT Regulations, we report that:

17.1 We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. 17.2 In our opinion, proper books of accounts as required by law have been kept by the Trust so far as it appears from our examination of those books.

17.3 The standalone balance sheet, the standalone statement of profit and loss including Other

Comprehensive Income, the Statement of Changes in unitholders Equity, the statement of net assets at fair value, the statement of total returns at fair value and the statement of net distributable cash flows dealt with by this Report are in agreement with the books of account of the Trust.

17.4 In our opinion, the aforesaid Standalone Financial

Statements comply with the Indian Accounting Standard as defined in Rule 2(1)(a) of Companies (Indian Accounting Standards) Rules,2015, as amended to the extent not inconsistent with SEBI InvIT Regulations.

For KKC & Associates LLP

Chartered Accountants (formerly Khimji Kunverji & Co LLP) Firm Registration Number: 105146W/W100621

Hasmukh B Dedhia

Partner Place: Mumbai

ICAI Membership No: 033494

Date: 26 May 2026

UDIN: 26033494OPWUWB8290

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