To,
The Unit Holders 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 2025, and the Standalone Statement of Profit And Loss (including Other Comprehensive Income), the 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 2025, 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 policy information 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 Trust as at 31 March 2025, and its Profit and Other Comprehensive Income, 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 2025, its total returns at fair value and the Net Distributable Cash Flows 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 thatare 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 sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.
Key Audit Matters
4. 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.
Key Audit Matter |
How the matter was addressed in our audit |
As at March 31, 2025, the carrying value of investments held by the Trust in its subsidiaries amounted to 23,447.04 million (H 16,122.56 million as at March 31, 2024). Additionally, the Trust has extended loans to its Special Purpose Vehicles (SPVs) totalling H 24,815.77 million (H 18,971.80 million as at March 31, 2024). |
Assessed the appropriateness of the valuation methodology, particularly the discounted cash flow model, and evaluated key assumptions including future toll revenue forecasts and discount rates. |
Evaluated the independence, competence and objectivity of the specialists involved in the process. |
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Management conducts regular assessments to identify any indicators of impairment concerning these investments and loans. The impairment evaluation involves comparing the carrying amounts with the recoverable amounts, determined based on the value in use. |
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Studied/analysed managements cash flow forecasts by comparing them to historical performance in the light of assumptions with traffic and economic data/report made available. |
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The value in use is estimated by discounting the projected future cash flows of the subsidiary SPVs. This estimation is particularly sensitive to key assumptions, including traffic projections influencing toll revenues and the discount rates applied. |
Assessed the appropriateness of the usage of Weighted Average Cost of Capital for determining the recoverable amount (i.e. value in use of the investment in underlying assets of investees). |
Tested the arithmetical accuracy in the process. |
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Given the materiality of these balances and the significant judgment involved in forecasting future cash flows and selecting appropriate discount rates, we have identified this area as a key audit matter. |
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Ascertained the adequacy of provision as per the ECL model considering the specific factors, including the estimates of revenues of the subsidiaries, their ability to generate future cash flows, and the expected timing of repayments. |
Other Information
5. The Board of Directors of Roadstar Investment Manager Ltd (the Investment Manager) are responsible for the other information. The other information comprises the information included in the 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.
6. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.
7. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information 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. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
8. 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
9. 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, profit and Other Comprehensive Income, 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 SEBI InvIT Regulations 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.
10. 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.
11. 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
12. 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:
12. 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.
12. 2. Obtainanunderstandingofinternalcontrolrelevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing and opinion on the effectiveness of entitys internal control.
12. 3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.
12. 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 significant doubt on the Companys ability to continue 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.
12. 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.
13. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
14. 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,andwhereapplicable,relatedsafeguards.
15. 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
16. As required by SEBI InvIT Regulations, we report that:
16. 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.
16. 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.
16. 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 Trust.
16. 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: 27 May 2025 | UDIN: 25033494BMJKFA5658 |
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