Roadstar Infra Investment Trust announced that the National Highways Authority of India (NHAI) has restored the Wholesale Price Index (WPI) linking factor to 1.641 for the computation of toll fees. This regulatory update supersedes the prior directive issued on September 13, 2025, which had revised the factor to 1.561, thereby impacting the calculation of annual user fee hikes. The restoration ensures that the methodology for connecting the WPI series of 2004-05 to the 2011-12 series remains consistent with the original framework adopted in 2018.

The Trust, in its filing to the exchanges, referenced NHAI Policy Circular No. 18.127/2026 dated July 08, 2026. This circular was issued in pursuance of Office Memorandum No. H-24032/05/2025-Toll (E-253390) dated June 29, 2026, from the Ministry of Road Transport & Highways (MoRTH). The MoRTH directive specifically mandates the adoption of the 1.641 linking factor for all existing contracts and concession agreements, including those of the Trust's Special Purpose Vehicles (SPVs).

The decision follows observations from the Comptroller and Auditor General (C&AG) and directions from the Hon'ble High Court of Delhi regarding the use of the linking factor. The MoRTH memorandum highlights that the move aims to maintain uniformity and consistency in implementation across National Highway projects. The 1.641 factor was originally adopted by NHAI via Policy Circular No. 18.30 dated March 20, 2018.

The latest circular explicitly supersedes the NHAI notification dated September 13, 2025 (Policy Circular No. 18.109/2025). The earlier circular had altered the base year conversion rate from 1.641 to 1.561, affecting the toll fee revision mechanism. The restoration of the original factor applies to all future National Highway projects until further orders or amendments to the National Highways Fee Rules are issued.

The filing was signed by Jyotsna Shyamkant Matondkar, Company Secretary & Compliance Officer of Roadstar Investment Managers Limited, acting as the Investment Manager to the Trust.

Roadstar Infra Investment Trust has convened its Fifth Annual Meeting of Unitholders for Friday, July 17, 2026 at 11:30 AM IST, to be held through Video Conferencing (VC) / Other Audio Visual Means (OAVM) at the IL&FS Financial Centre, Plot C-22, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400051. The notice, dated June 25, 2026, was filed by Roadstar Investment Managers Limited in its capacity as Investment Manager to the Trust.

Annual Meeting Details and Agenda

The meeting has been convened pursuant to the SEBI (Infrastructure Investment Trusts) Regulations, 2014 and the SEBI Master Circular bearing reference no. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 dated July 11, 2025. Unitholders whose names appear in the Register of Beneficial Owners as on the cut-off date of July 10, 2026 are entitled to vote. The following key resolutions are proposed:

Remote e-voting will commence at 09:00 AM IST on Monday, July 13, 2026 and close at 05:00 PM IST on Thursday, July 16, 2026, facilitated through the NSDL e-Voting platform.

FY 2025-26 Financial Performance

FY 2025-26 represents the Trust's first full financial year as a publicly listed InvIT following its listing on NSE and BSE on March 11, 2025. The consolidated financial results reflect strong operational performance across the portfolio.

Revenue from operations for FY 2025-26 stood at ₹ 11,567.66 Mn compared to ₹ 9,303.95 Mn in the previous year, registering an increase of 24%. Other income contributed ₹ 906.58 Mn versus ₹ 808.76 Mn in the previous year, marking a 12% growth. Total income reached ₹ 12,474.24 Mn against ₹ 10,112.71 Mn in FY 2024-25, reflecting a 23% year-over-year expansion. The increase is primarily attributable to the acquisition of BAEL in October 2024, and accordingly the year-on-year figures are not strictly comparable.

Operational Highlights and Portfolio Performance

Toll revenues reached ₹ 1,039 Cr for FY 2025-26, driven by traffic volume growth and annual tariff revisions across the four toll corridors — MBEL, SBHL, PSRDCL, and BAEL. Cash EBITDA stood at ₹ 937 Cr at a margin of 80.02%, reflecting improved cost structures across SPVs. Operating cash flows grew to ₹ 848.83 Cr. The Trust's portfolio comprises six operational road BOT projects spanning approximately 3,145 lane kilometres across six states, with a weighted average residual concession life of approximately 12 years.

A Major Maintenance liquidity reserve of ₹ 162.55 Cr was created and fully funded across all SPVs during FY 2025-26 to ensure long-term concession compliance. The Trust also deployed AI-powered cameras and mobile-based software solutions for quarterly road condition assessments across the portfolio.

Distribution and Debt Profile

For FY 2025-26, the Trust declared a total distribution of ₹ 5.30 per unit, in compliance with SEBI InvIT Regulations which mandate distribution of at least 90% of Net Distributable Cash Flow (NDCF) to unitholders.

Net debt stood at ₹ 25 Bn as on March 31, 2026, representing a leverage ratio of 36% of AUM (₹ 75.9 Bn), well within the regulatory limit of 49%. The closing borrowings at consolidated level were ₹ 33,059.23 Mn, comprising ₹ 31,895.94 Mn in secured loans and ₹ 1,163.29 Mn in unsecured loans. The interest coverage ratio improved marginally to 2.87 times in FY 2025-26 from 2.66 times in FY 2024-25.

Credit Rating and Debt Refinancing

A significant capital management development during the year was the proposed consolidation of SPV-level debt into a single Trust-level facility. Acuité Ratings & Research Limited assigned ACUITE AA (Stable) to the proposed ₹ 3,300 Cr facility in March 2026. ICRA Limited had earlier assigned ICRA A (Stable) in May 2025. This refinancing is expected to reduce the blended cost of borrowing and eliminate covenant complexity at the SPV level, directly benefiting distributable surplus for unitholders.

Sponsor Transition and Strategic Outlook

The Trust's Sponsor, Roadstar Infra Private Limited, and its holding company IL&FS Transportation Networks Limited, holding a 22% share, are under financial resolution and cannot inject fresh capital. IL&FS has initiated a structured process to identify a new strategic sponsor, with an Expression of Interest (EOI) published in leading newspapers on November 13, 2025. A total of 15 EOIs were received by the deadline of January 23, 2026, and access to the Virtual Data Room for due diligence has been provided to all qualifying applicants. Axis Capital has been appointed as the Financial and Transaction Advisor for the public sale process. The Trust recorded zero investor grievances through the SEBI SCORES system for the full financial year and filed a clean corporate governance report.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE0JEI23010/1f8b2fe39b6248b6.pdf