Citius Transnet Investment Trust IPO

A large and well-dispersed portfolio of Project SPVs, with a long operating history and residual concession life, broad dispersion in terms of asset value, and proven track record of traffic growth.

Strong pipeline of Identified ROFO Assets.

Strategically located assets across geographically diverse clusters, situated near major economic corridors, and handling a diverse industry and commodity mix.

De-risked portfolio providing stable cash flows from toll and annuity assets, with a balanced traffic mix backed by industrial activity (commercial vehicle volume) and personal consumption activity (passenger vehicle volume).

Experienced in-house team with full spectrum asset management and maintenance capabilities, spanning the entire asset life cycle, backed by tech-enabled operations and maintenance.

Strong and differentiated asset acquisition and investment capabilities.

Strong support from its Investment Manager, Project Manager and the EAAA Platform which has a proven track record in AUM growth, capital raising, and investment and asset management capabilities.

Skilled and experienced management team with a focus on corporate governance and capital management.

Attractive transport sector outlook with the established regulatory environment and economic and social tailwinds.

The Trust and the Investment Manager have no operating track record and may not be able to operate the Company`s business successfully, achieve business objectives or generate sufficient cash flows to make or sustain distributions.

The Special Purpose Combined Financial Statements included in this Draft Offer Document may not accurately reflect the Company`s future financial position, results of operation and cash flows.

The Company`s revenues from certain of its Project SPVs are dependent on receiving consistent annuity income and interest on annuity income from NHAI and MoRTH and other compensation payments.

Disruptions to the roadways connecting to the toll roads, including as a result of construction or maintenance activities are outside of the Company`s control and such disruptions may have an impact on revenue from operations, financial position and cash flows.

The Company`s toll revenues and traffic volumes depend on regulatory limitations and the number of people using its roads, which in turn are dependent on factors beyond the Company`s control.

The development or improvement of competing roads, bridges, or alternative modes of transport may reduce traffic volumes and toll collections on the Company`s toll assets, which in turn could affect its business, financial position, results of operations and cash flows.

The company has not executed binding agreements with respect to the Formation Transactions or the use of Issue Proceeds, and the Company`s ability to consummate these transactions will impact the size of the Issue and the ability of the Investment Manager to complete this Offer.

Consummation of the Formation Transactions pursuant to which the company will acquire the Project SPVs is subject to certain conditions.

Potential challenges in acquiring and integrating the ROFO Assets under the ROFO Agreement could adversely affect the Company`s business, financial position, operating results, and cash flows. In addition, the ROFO Agreement is subject to various terms and conditions, and the company cannot assure you that the company will be able to complete these transactions in a timely manner, or at all.

Potential defects in acquired assets may present significant risks which could affect the Company`s business, financial position, results of operations and cash flows.

Failures to maintain certain investment ratio requirements may present significant risks which could affect the Company`s business, financial position, results of operations and cash flows.

The company may be liable for outstanding penalties relating to its ROFO Assets, and we may not be able to fully recover these amounts.

Any loss or misappropriation of toll fees from any of the toll-based Project SPVs could have a material and adverse effect on the Company`s revenues and financial condition.

The Company`s financial projections, valuations, and distributions depend on assumptions about the concession periods for the Project SPVs, which are subject to extension approvals and various operational factors. If the company fails to secure the expected extensions, or if the actual concession periods are shorter than assumed, the Company`s revenues, valuations, and distributions to Unitholders could be adversely affected.

The concessions held by the Project SPVs may be terminated early under certain circumstances, which could materially affect the Company`s business, operating results, financial condition and cash flows, and the company may not adequately be compensated for the actual costs and investments associated with the Company`s assets in a timely manner or at all.

The accuracy of statistical and other information with respect to the road infrastructure sector, the Traffic Reports and the Technical Reports commissioned by it, which are based on certain estimates and assumptions that are subjective in nature, cannot be guaranteed.

The company has commissioned an industry report titled `Connecting India: Unlocking Investment Potential in Transport Infrastructure` ("CRISIL Report") from CRISIL Intelligence, a division of CRISIL Limited, which has been used for industry related data in this Draft Offer Document and such data has not been independently verified by it.

The Projections of Revenue from Operations and Cash Flow from Operating Activities presented in this Draft Offer Document may not be indicative of the future financial condition, cash flows and results of operations of the InvIT.

The company may incur increased costs, including those related to operations and maintenance, which the company may not be able to recover through higher toll fees or additional annuity income under the relevant Concession Agreements.

Mandatory escrow arrangements may restrict the Company`s ability to use available funds, potentially limiting its financial flexibility.

Decreases in demand for, or production of, certain commodities and regulatory changes affecting those commodities or their transportation may negatively impact traffic volumes and the Company`s toll collections.

Any significant costs incurred in implementing new technologies or refurbishing existing equipment for the operation, maintenance and monitoring of the toll roads could materially and adversely affect the Company`s ability to distribute returns to Unitholders

Interruptions in the Company`s toll-linked projects arising from systems failures, cyber security breaches or attacks could adversely affect the Company`s business, financial condition, cash flows and operating results.

The Valuation Report and any underlying reports, are not opinions on the commercial merits of the Trust or the Initial Portfolio Assets, nor are they opinions, expressed or implied, as to the future trading price of the Units or the financial condition of the Trust upon listing, and the valuation contained therein may not be indicative of the true value of the Initial Portfolio Assets.

Certain Initial Portfolio Assets have incurred indebtedness and are subject to restrictive covenants under their financing agreements. An inability to comply with repayment and other covenants in such financing agreements could adversely affect the Company`s business and financial condition.

Certain Project SPVs` financing agreements entail interest at floating rates, and any increase in interest rates may adversely affect the Company`s results of operations, financial condition and cash flows.

The terms of the Project Implementation and Management Agreements may change subject to comments that may be provided by the relevant concessioning authority.

The Project SPVs may be subject to penalties and claims from concessioning authorities and third parties and may not be able to recover all operational losses from the Project Manager, and/or other contractors providing operations and maintenance services to the projects for material default, breach or noncompliance that may have a material adverse effect on the Company`s results of operations, cash flows and its ability to make distributions to the Unitholders.

Changes in policies adopted by governmental entities, or the Company`s relationships with various stakeholders, including government entities, could materially and adversely affect its business, prospects, financial performance, cash flows, and results of operations.

The Company`s ability to negotiate the standard form of concession agreement may be limited. In addition, the Concession Agreements contain certain restrictive terms and conditions that could be subject to varying interpretations.

The Trust does not own the trademark "Citius TransNet Investment Trust" and the associated logos and proposed to be used by them for their business and their ability to use their respective trademarks may be impaired.

There can be no assurance that the company will be able to successfully undertake future acquisitions of transport assets, including roads or efficiently manage the transport sector assets, including roads we have acquired or may acquire in the future.

The Project SPVs are subject to force majeure risks, which may adversely affect the Company`s ability to make distributions to the Unitholders.

Any government proposals to reform toll collection, including annual toll passes, may adversely affect the revenues and financial condition of the toll-based Project SPVs.

The company may face delays and cost overruns if the company is unable to complete under construction projects or certain works on schedule, which may materially affect its business, results of operations, financial condition and cash flows.

Inflation or deflation may materially affect the Company`s business, results of operations, financial condition and cash flows.

The Project SPVs may be directed by the relevant concessioning authorities to undertake additional construction works, such as capacity augmentation requiring further capital expenditure, which could in turn materially affect the Company`s business, financial condition, cash flows and results of operations.

The Company`s insurance policies may not provide adequate protection against various risks associated with its operations.

Certain Initial Portfolio Assets, the Parties to the Trust and certain Associates of the Parties to the Trust are, or in the future may be, involved in certain legal and other proceedings, which may not be decided in their favour.

The Company`s business is subject to seasonal fluctuations and business and economic cycles that may affect its cash flows.

The company has certain contingent liabilities as of June 30, 2025, which, if they materialize, may affect its results of operations, financial condition and cash flows.

As a shareholder of the Project SPVs, the Company`s Trust`s rights are subordinated to the rights of creditors, debt holders and other parties specified under Indian law in the event of insolvency or liquidation of the Project SPVs.

The company may be unable to renew or maintain the statutory and regulatory permits and approvals required to operate the transport sector assets, including roads which may have an adverse effect on the Company`s business, results of operation, financial condition and cash flows.

The company has entered and may continue to enter into related-party transactions and there can be no assurance that such transactions will not have an adverse effect on its results of operations, cash flows and financial condition.

Reliance on professionals and consultants may affect the Trust`s business operations and performance.

Any incorrect assumptions made by the Investment Manager regarding the acquisition of a transport sector asset, including roads may lead to delays in completion of the acquisition or increased costs.

The use of additional leverage by the Trust is subject to risks.

The ability to make or maintain consistency in distributions to Unitholders depends on the financial performance of the Project SPVs and their profitability.

The company has in this Draft Offer Document included certain Non-GAAP Measures that may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other infrastructure trusts.

Significant differences could exist between Ind AS and other accounting principles, such as IFRS, which may affect investors` assessments of the Trust`s financial condition.

The company may be unable to successfully diversify the Company`s asset portfolio.

Dependence on the Investment Manager`s directors and key employees to carry out its duties.

The Investment Manager has limited experience in investment management activities and may not be able to implement its capital and risk management strategies. Additionally, the EAAA Platform`s experience in the transport sector is currently limited to the roads as the sub sector, and it may not have the requisite expertise in other transport sectors.

Parties to the Trust are required to maintain the eligibility conditions specified under Regulation 4 of the InvIT Regulations on an ongoing basis. The Trust may not be able to ensure such ongoing compliance by the Sponsor, Project Manager, the Investment Manager and the Trustee, which could result in the cancellation of the registration of the Trust.

Upon completion of the Issue, the Sponsor and Sponsor Group may be able to exercise significant influence over activities of the Trust on which Unitholders are entitled to vote. The Sponsor and Sponsor Group`s interests may be different from Unitholders.

The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. The Investment Manager might not be able to comply with such requirements. Furthermore, certain Associates of the Investment Manager are also regulated entities which are subject to ongoing compliance requirements.

The company depends on the Investment Manager, the Project Manager and the Trustee to manage the Company`s business and InvIT Assets, and its financial condition, results of operations and cash flows and the Company`s ability to make distributions may be harmed if the Investment Manager, Project Manager or the Trustee fails to perform satisfactorily. The rights of the Trust and the rights of the Unitholders to recover claims against the Project Manager, the Investment Manager or the Trustee may be limited.

Conflicts of interest may arise out of common business objectives shared by the Investment Manager, the Sponsor, the Project Manager, EAAA Platform and us.

The Trust may be unable to dispose its non-performing assets in a timely manner.

The company is exposed to risks associated with the transport sector, including the road sector in India.

Changing laws, rules and regulations, including changes in legislation, legal uncertainties and the political situation in India may adversely affect the Company`s business, financial condition, cash flows and results of operations.

Any delays or disputes relating to such acquisition could lead to delays and disruptions in the execution of its projects

The Company`s business depends on economic growth in India and financial stability in Indian markets, and any slowdown in the Indian economy or in Indian financial markets could have a material, adverse effect on the Company`s business, results of operations, financial condition and the price of our Units.

Compliance with, and changes in, safety, health and environmental laws and regulations in India may materially and adversely affect the Company`s business, results of operation, financial condition and cash flows.

The Company`s performance is linked to the stability of policies and the political situation in India.

Financial instability in other countries may cause increased volatility in Indian financial markets

Significant increases in the price or shortages in the supply of crude oil and products derived therefrom, including petrol and diesel fuel, could materially and adversely affect the volume of traffic at the projects operated by the Project SPVs and the Indian economy in general, including the infrastructure sector.

The Company`s ability to raise additional debt capital may be constrained by Indian law.

Growing competition among infrastructure investment trusts and other infrastructure investors in the road sector may constrain the Company`s ability to acquire quality transport sector assets, including roads, increase acquisition costs, and negatively impact Unitholder returns.

Any downgrading of India`s sovereign debt rating by a domestic or international rating agency could materially and adversely affect the Company`s ability to obtain financing and, in turn,the Company`s business and financial performance.

Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and could have an adverse effect on the business, financial condition, results of operations and cash flows of the Project SPVs and the price of the Units.

India is vulnerable to natural disasters that could severely disrupt the normal operation of the Project SPVs.

It may not be possible for the Unitholders to enforce foreign judgments.

The company may be affected by competition law in India and any adverse application, or interpretation of the Competition Act could materially and adversely affect the Company`s business.

The Trust and the Investment Manager have no operating track record and may not be able to operate the company`s business successfully, achieve business objectives or generate sufficient cash flows to make or sustain distributions.

The Special Purpose Combined Financial Statements included in this Offer Document may not accurately reflect the company`s future financial position, results of operation and cash flows.

The company has incurred loss before tax amounting to Rs.2,144.17 million, Rs.4,155.32 million, Rs.7,381.41 million and Rs.6,338.31 million in the nine months ended December 31, 2025 and the Financial Years 2025, 2024 and 2023, respectively. Any similar losses in the future may adversely affect its business, financial condition and cash flows.

A significant portion of the company`s revenue is concentrated in a few Project SPVs, and any adverse developments affecting these SPVs could materially impact its financial condition, revenue from operations, cash flows and ability to make distributions to Unitholders.

The Formation Transactions or usage of Issue Proceeds will only be given effect to after the Bid/Issue Closing Date, and the company`s ability to consummate these transactions will impact the size of the Issue and the ability of the Investment Manager to complete this Offer.

The company`s revenues from certain of its Project SPVs are dependent on receiving consistent annuity income and interest on annuity income from NHAI and MoRTH and other compensation payments.

Disruptions to the roadways connecting to the toll roads, including as a result of construction or maintenance activities are outside of the company`s control and such disruptions may have an impact on revenue from operations, financial position and cash flows.

The company`s toll revenues and traffic volumes depends on regulatory limitations and the number of people using its roads, which in turn are dependent on factors beyond the company`s control.

The development or improvement of competing roads, bridges, or alternative modes of transport may reduce traffic volumes and toll collections on the company`s toll assets, which in turn could affect its business, financial position, results of operations and cash flows.

Consummation of the Formation Transactions pursuant to which the company will acquire the Project SPVs is subject to certain conditions.

Potential challenges in acquiring and integrating the ROFO Assets under the ROFO Agreement could adversely affect the company`s business, financial position, operating results, and cash flows. In addition, the ROFO Agreement is subject to various terms and conditions, and the company cannot assure you that the company will be able to complete these transactions in a timely manner, or at all.

Potential defects in acquired assets may present significant risks which could affect the company`s business, financial position, results of operations and cash flows.

Failures to maintain certain investment ratio requirements may present significant risks which could affect its business, financial position, results of operations and cash flows.

The company may be liable for outstanding penalties relating to the company`s ROFO Assets, and the company may not be able to fully recover these amounts.

Any loss or misappropriation of toll fees from any of the toll-based Project SPVs could have a material and adverse effect on the company`s revenues and financial condition.

The company`s financial projections, valuations, and distributions depends on assumptions about the concession periods for the Project SPVs, which are subject to extension approvals and various operational factors. If the company fails to secure the expected extensions, or if the actual concession periods are shorter than assumed, the company`s revenues, valuations, and distributions to Unitholders could be adversely affected.

The concessions held by the Project SPVs may be terminated early under certain circumstances, which could materially affect its business, operating results, financial condition and cash flows, and the company may not adequately be compensated for the actual costs and investments associated with its assets in a timely manner or at all.

The accuracy of statistical and other information with respect to the road infrastructure sector, the Traffic Reports and the Technical Reports commissioned by the company, which are based on certain estimates and assumptions that are subjective in nature, cannot be guaranteed.

The company has commissioned an industry report titled `Connecting India: Unlocking Investment Potential in Transport Infrastructure` ("CRISIL Report") from CRISIL Intelligence, a division of CRISIL Limited, which has been used for industry related data in this Offer Document and such data has not been independently verified by the company.

The use of additional leverage by the Trust is subject to risks.

The Projections of Revenue from Operations and Cash Flow from Operating Activities presented in this Offer Document may not be indicative of the future financial condition, cash flows and results of operations of the InvIT.

The company may incur increased costs, including those related to operations and maintenance, which the company may not be able to recover through higher toll fees or additional annuity income under the relevant Concession Agreements.

Mandatory escrow arrangements may restrict the company`s ability to use available funds, potentially limiting its financial flexibility.

Decreases in demand for, or production of, certain commodities and regulatory changes affecting those commodities or their transportation may negatively impact traffic volumes and the company`s toll collections.

Any significant costs incurred in implementing new technologies or refurbishing existing equipment for the operation, maintenance and monitoring of the toll roads could materially and adversely affect its ability to distribute returns to Unitholders.

Interruptions in the company`s toll-linked projects arising from systems failures, cyber security breaches or attacks could adversely affect its business, financial condition, cash flows and operating results.

The Valuation Report and any underlying reports, are not opinions on the commercial merits of the Trust or the Initial Portfolio Assets, nor are they opinions, expressed or implied, as to the future trading price of the Units or the financial condition of the Trust upon listing, and the valuation contained therein may not be indicative of the true value of the Initial Portfolio Assets.

Certain Initial Portfolio Assets have incurred indebtedness and are subject to restrictive covenants under their financing agreements. An inability to comply with repayment and other covenants in such financing agreements could adversely affect its business and financial condition.

Certain Project SPVs` financing agreements entail interest at floating rates, and any increase in interest rates may adversely affect its results of operations, financial condition and cash flows.

The terms of the Project Implementation and Management Agreements may change subject to comments that may be provided by the relevant concessioning authority.

The Project SPVs may be subject to penalties and claims from concessioning authorities and third parties and may not be able to recover all operational losses from the Project Manager, and/or other contractors providing operations and maintenance services to the projects for material default, breach or non-compliance that may have a material adverse effect on the company`s results of operations, cash flows and its ability to make distributions to the Unitholders.

Changes in policies adopted by governmental entities, or the company`s relationships with various stakeholders, including government entities, could materially and adversely affect its business, prospects, financial performance, cash flows, and results of operations.

The company ability to negotiate the standard form of concession agreement may be limited. In addition, the Concession Agreements contain certain restrictive terms and conditions that could be subject to varying interpretations.

The Trust does not own the trademark "Citius TransNet" and the associated logos and proposed to be used by them for their business and their ability to use their respective trademarks may be impaired.

There can be no assurance that the company will be able to successfully undertake future acquisitions of transport assets, including roads or efficiently manage the transport sector assets, including roads we have acquired or may acquire in the future.

The Project SPVs are subject to force majeure risks, which may adversely affect its ability to make distributions to the Unitholders.

Any government proposals to reform toll collection, including annual toll passes, may adversely affect the revenues and financial condition of the toll-based Project SPVs.

The company may faces delays and cost overruns if the company is unable to complete under construction projects or certain works on schedule, which may materially affect its business, results of operations, financial condition and cash flows.

Inflation or deflation may materially affect the company`s business, results of operations, financial condition and cash flows.

The Project SPVs may be directed by the relevant concessioning authorities to undertake additional construction works, such as capacity augmentation requiring further capital expenditure, which could in turn materially affect its business, financial condition, cash flows and results of operations.

The company`s insurance policies may not provide adequate protection against various risks associated with its operations.

Certain Initial Portfolio Assets, the Parties to the Trust and certain Associates of the Parties to the Trust are, or in the future may be, involved in certain legal and other proceedings, which may not be decided in their favour.

The company`s business is subject to seasonal fluctuations and business and economic cycles that may affect its cash flows.

The company has certain contingent liabilities as of December 31, 2025, which, if they materialize, may affect its results of operations, financial condition and cash flows.

As a shareholder of the Project SPVs, the company`s Trust`s rights are subordinated to the rights of creditors, debt holders and other parties specified under Indian law in the event of insolvency or liquidation of the Project SPVs.

The company may be unable to renew or maintain the statutory and regulatory permits and approvals required to operate the transport sector assets, including roads which may have an adverse effect on its business, results of operation, financial condition and cash flows.

The company has entered and may continue to enter into related-party transactions and there can be no assurance that such transactions will not have an adverse effect on its results of operations, cash flows and financial condition.

Reliance on professionals and consultants may affect the Trust`s business operations and performance.

Any incorrect assumptions made by the Investment Manager regarding the acquisition of a transport sector asset, including roads may lead to delays in completion of the acquisition or increased costs.

The ability to make or maintain consistency in distributions to Unitholders depends on the financial performance of the Project SPVs and their profitability.

The company has in this Offer Document included certain Non-GAAP Measures that may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other infrastructure trusts.

Significant differences could exist between Ind AS and other accounting principles, such as IFRS, which may affect investors` assessments of the Trust`s financial condition.

The company may be unable to successfully diversify its asset portfolio.

Dependence on the Investment Manager`s directors and key employees to carry out its duties.

The Investment Manager has limited experience in investment management activities and may not be able to implement its capital and risk management strategies. Additionally, the EAAA Platform`s experience in the transport sector is currently limited to the roads as the sub sector, and it may not have the requisite expertise in other transport sectors.

Parties to the Trust are required to maintain the eligibility conditions specified under Regulation 4 of the InvIT Regulations on an ongoing basis. The Trust may not be able to ensure such ongoing compliance by the Sponsor, Project Manager, the Investment Manager and the Trustee, which could result in the cancellation of the registration of the Trust.

Upon completion of the Issue, the Sponsor and Sponsor Group may be able to exercise significant influence over activities of the Trust on which Unitholders are entitled to vote. The Sponsor and Sponsor Group`s interests may be different from Unitholders.

The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. The Investment Manager might not be able to comply with such requirements. Furthermore, certain Associates of the Investment Manager are also regulated entities which are subject to ongoing compliance requirements.

The company depends on the Investment Manager, the Project Manager and the Trustee to manage its business and InvIT Assets, and the company`s financial condition, results of operations and cash flows and its ability to make distributions may be harmed if the Investment Manager, Project Manager or the Trustee fails to perform satisfactorily. The rights of the Trust and the rights of the Unitholders to recover claims against the Project Manager, the Investment Manager or the Trustee may be limited.

Conflicts of interest may arise out of common business objectives shared by the Investment Manager, the Sponsor, the Project Manager, EAAA Platform and us.

The Trust may be unable to dispose its non-performing assets in a timely manner.

The company is exposed to risks associated with the transport sector, including the road sector in India.

Changing laws, rules and regulations, including changes in legislation, legal uncertainties and the political situation in India may adversely affect its business, financial condition, cash flows and results of operations.

Any delays or disputes relating to such acquisition could lead to delays and disruptions in the execution of its projects

The company`s business depends on economic growth in India and financial stability in Indian markets, and any slowdown in the Indian economy or in Indian financial markets could have a material, adverse effect on its business, results of operations, financial condition and the price of the company`s Units.

Compliance with, and changes in, safety, health and environmental laws and regulations in India may materially and adversely affect its business, results of operation, financial condition and cash flows.

The company`s performance is linked to the stability of policies and the political situation in India.

Financial instability in other countries may cause increased volatility in Indian financial markets.

Significant increases in the price or shortages in the supply of crude oil and products derived therefrom, including petrol and diesel fuel, could materially and adversely affect the volume of traffic at the projects operated by the Project SPVs and the Indian economy in general, including the infrastructure sector.

The company`s ability to raise additional debt capital may be constrained by Indian law.

Growing competition among infrastructure investment trusts and other infrastructure investors in the road sector may constrain its ability to acquire quality transport sector assets, including roads, increase acquisition costs, and negatively impact Unitholder returns.

Any downgrading of India`s sovereign debt rating by a domestic or international rating agency could materially and adversely affect its ability to obtain financing and, in turn, the company`s business and financial performance.

Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and could have an adverse effect on the business, financial condition, results of operations and cash flows of the Project SPVs and the price of the Units.

India is vulnerable to natural disasters that could severely disrupt the normal operation of the Project SPVs.

It may not be possible for the Unitholders to enforce foreign judgments.

The company may be affected by competition law in India and any adverse application, or interpretation of the Competition Act could materially and adversely affect its business.

The price of the Units may decline after the Issue.

No investors are permitted to withdraw or lower their bids (in terms of quantity of Units or the bid amount) at any stage after submitting a bid.

The Trust may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Unitholders.

The reporting requirements and other obligations of infrastructure investment trusts post-listing are still evolving. Accordingly, the level of ongoing disclosures made to, and the protection granted to the company`s Unitholders may be more limited than those made to or available to shareholders of a company that has listed its equity shares upon a recognised stock exchange in India.

It may be difficult for the Unitholders to remove the Trustee or the Investment Manager.

Unitholders will have no vote in the election or removal of Directors in the Investment Manager.

The sale or possible sale of a substantial number of Units by the Sponsor in the public market following the lapse of its lock-in requirements as prescribed under the InvIT Regulations or any further issuances by the company could adversely affect the price of the Units and the status of the Sponsor of the Trust.

Under Indian law, foreign investors are subject to restrictions that limit their ability to transfer or redeem Units, which may adversely impact the trading price of the Units.

Any additional debt financing or issuance of additional Units may have a material, adverse effect on the Trust`s distributions, and your ability to participate in future rights offerings may be limited.

The Units have never been traded and the listing of the Units on the Stock Exchanges may not result in an active or liquid market for the Units.

Any future issuance of Units by the company or sales of Units by the Sponsor or any other significant Unitholders may materially and adversely affect the trading price of the Units.

Investors will not be able to sell immediately on an Indian stock exchange any of the Units purchased in the Issue until the Issue receives the appropriate trading approvals.

There is no assurance that the company`s Units will remain listed on the Stock Exchanges.

Market and economic conditions may affect the market price and demand for the Units.

Fluctuations in the exchange rate of the Indian Rupee with respect to other currencies will affect the foreign currency equivalent of the value of the Units and any distributions.

The company may be required to pay additional stamp duty if any Concession Agreement is subject to payment of stamp duty as a deed creating leasehold rights, or as a development agreement.

Change in ownership of Project SPVs may result in the inability to carry forward and set off accumulated losses and unabsorbed depreciation, which could adversely affect cash flows and distributions to Unitholders.

Entities operating in India are subject to a variety of Government and state government tax regimes and surcharges and changes in legislation or the rules relating to such tax regimes and surcharges could materially and adversely affect its business, prospects, cash flows and results of operations.

Investors may be subject to Indian taxes arising out of capital gains on the sale of Units and on any dividend or interest component of any returns from the Units.

Tax laws are subject to changes and differing interpretations, which may materially and adversely affect its operations.