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

Roadstar Infra Investment Trust approved its audited standalone and consolidated financial information for the year ended March 31, 2026, along with a distribution of ₹5.30 per unit. The Board of Directors of Roadstar Investment Managers Limited, acting as the Investment Manager, approved the financial results with an unmodified opinion from statutory auditors KKC & Associates LLP. The distribution of ₹5.30 per unit comprises ₹2.71 as interest, ₹2.58 as return of capital, and ₹0.01 as other income, subject to applicable taxes.

The record date for determining eligibility for the distribution is May 30, 2026, and the payout will be made on or before June 5, 2026. The Board also approved the valuation report of the trust's assets as of March 31, 2026, received from Ernst & Young Merchant Banking Services LLP. The independent valuation assigned an enterprise value of ₹75,941 million to the trust's portfolio of six road assets, which includes four BOT Toll Assets and two BOT Annuity Assets spanning approximately 685 km across six states.

Valuation and Financial Metrics

The Net Asset Value (NAV) per unit was calculated at ₹92.09, derived from net assets of ₹41,943.17 million against total outstanding units of 455,477,143. The valuation utilized a Discounted Cash Flow (DCF) method and considered financial projections, traffic study reports, and technical assessments. The gross debt stood at ₹33,354.29 million as of the valuation date. The valuation includes the impact of expected extensions in concession periods for Covid-19 relief and traffic variations, though approvals for some extensions remain pending.

Portfolio Composition

The trust's assets include Moradabad Bareilly Expressway Limited, Sikar Bikaner Highway Limited, Pune Sholapur Road Development Company Limited, Barwa Adda Expressway Limited, Hazaribagh Ranchi Expressway Limited, and Thiruvananthapuram Road Development Company Limited. The trust holds varying stakes in these SPVs, ranging from 50% to 100%. The report, submitted to the stock exchanges on May 26, 2026, is intended for internal management analysis, disclosure to unitholders, and regulatory filings.