RaajMarg Infra Investment Trust IPO

Attractive industry sector with strong underlying fundamentals and favourable government policies.

Experienced Sponsor with consistent track record in operating and maintaining projects in the roads and highways sector in India.

Sizeable portfolio of diversified long-term revenue generating Toll Road assets

Portfolio of strategically located assets catering to key economic corridors of the country

Significant growth visibility through a defined pipeline of future assets

Concession Agreements terms with low counterparty risk

Long term transitional support from NHAI ensuring operational continuity

The Trust is a newly settled trust with no operating history and limited historical financial information and, as a result, investors may not be able to assess its prospects on the basis of past records and the financial information disclosed in this Draft Offer Document.

The company has not executed any binding agreements with respect to the proposed acquisition of the InvIT Assets including any concession agreement or any binding agreement of Issue Proceeds including the Facility Agreement, and the company`s ability to enter into the Concession Agreements and other binding agreements will impact the ability of the Investment Manager to complete this Issue.

The company has sought exemptions from the strict application of certain requirements under the InvIT Regulations including in relation to the preparation of the combined financial statements of the Trust, Project SPV and the InvIT Assets. There can be no guarantee that SEBI will grant such exemptions, in a timely manner or at all.

The company has must maintain certain investment ratios, which may present additional risks to the company.

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

The company depends on the Investment Manager, the Project Manager and the Trustee to manage its business and 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.

The company`s success depends in large part upon the Investment Manager and Project Manager, the management and personnel that they employ, and their ability to attract and retain such persons.

The company is governed by the provisions of, amongst others, the InvIT Regulations and the SCRA, the implementation and interpretation of which, is evolving. The evolving regulatory framework governing infrastructure investment trusts in India may have a material adverse effect on the ability of certain categories of investors to invest in the Units, our business, financial condition and results of operations and its ability to make distributions to the Unitholders.

Any payment by the Project SPV, including in the event of the termination of the Concession Agreements, is subject to a mandatory escrow arrangement which restricts its flexibility to utilise the available funds.

Upon completion of the Issue, the Sponsor 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 the other Unitholders.

The cost of implementing new technologies for collection of tolls and monitoring the company`s projects could materially and adversely affect its business, financial condition and results of operations.

The company may faces limitations and risks associated with debt financing and refinancing, which may adversely affect its operations and the company`s ability to make distributions to Unitholders.

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

Certain actions of the Project SPV requires the prior approval of NHAI, and no assurance can be given that NHAI will approve such actions in a timely manner or at all.

The Project SPV`s toll-road concessions may be terminated prematurely under certain circumstances, which could materially affect its business, operating results, financial condition and cash flows.

Toll collections and Toll Road traffic volumes may be affected by existing or new competing roads and bridges and other modes of transportation, and any improvements to, or construction of, such roads, bridges and other modes of transportation.

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

Toll rates and collections and Toll Road traffic volumes depend on regulatory limitations and number of people using the company`s roads, which in turn are dependent on factors beyond its control and are subject to significant fluctuations.

Leakage of the tolls collected on the toll roads may adversely affect toll collections.

The termination payment due to the company upon termination of the Concession Agreements may not adequately compensate the company for the actual costs and investments associated with the toll roads in a timely manner or at all and thus may not provide the company with sufficient funds to repay the Units.

Toll collections are affected by applicable toll rates and revisions to such rates and the number of road users subject to such rates.

Changes in the policies adopted by governmental entities or in the relationships of any member of the Trust with the Government or State Governments could materially and adversely affect its business, financial condition, results of operations and ability to make distribution to the company`s Unitholders.

The company`s revenues under the Transitional Support Agreement are dependent on successful continuation of underlying tolling contracts.

The Valuation Report by RBSA Valuation Advisors LLP (the "Valuer"), and any underlying reports, are not opinions on the commercial merits of the Trust or the InvIT 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 InvIT assets.

The company has referred to the data derived from (i) Technical Consultant Report commissioned from the Technical Consultant, (ii) Traffic Reports commissioned from the Traffic Consultants and (ii) CARE Industry Report which are based on certain bases, estimates and assumptions that are subjective in nature and may not be accurate.

Certain provisions of the standard form of Concession Agreements may be untested, and the Concession Agreements may contain certain restrictive terms and conditions which may be subject to varying interpretations.

The company may be subject to increases in costs, including operation and maintenance costs, which the company cannot recover by increasing toll fees under the Concession Agreements.

The company will depend on certain directors, executive officers and key employees of the Investment Manager, the Project Manager and the Project SPV, and such entities may be unable to appoint, retain such personnel or to replace them with similarly qualified personnel, which could have a material, adverse effect on the business, financial condition, results of operations and prospects of the Trust.

There can be no assurance that the company will be able to successfully undertake future acquisitions of road assets or efficiently manage the infrastructure road assets the company has acquired or may acquire in the future.

The Project SPV may not be able to comply with its maintenance obligations under the Concession Agreements, which may result in the termination of the Concession Agreements, the suspension of the Project SPV`s rights to collect tolls or the requirement that the Project SPV pay compensation or damages to the concessioning authority.

The company`s InvIT Assets are presently uninsured and any loss or damage to such assets may materially and adversely affect its operations.

The company`s InvIT Assets, the Sponsor and the Trustee are or may, from time to time, be involved in certain legal proceedings, which if determined against such parties, may have an adverse effect on the reputation, business and results of operations of the Trust.

The Trust does not own the trademark "Raajmarg Infra Investment Trust" and the associated logo to be used by it for its business and its ability to use their respective trademark or logo may be impaired.

The company will depends on NHAI to undertake certain activities in relation to the operation and maintenance of the InvIT Assets. Any delay, default or unsatisfactory performance by these third parties could materially and adversely affect its ability to effectively operate or maintain the InvIT Assets.

The provisional completion certificate in respect of one of the InvIT Assets has not been granted and accordingly, alternate documents have been relied upon in relation to certain disclosures made in this Draft Offer Document.

The Project SPV may be held liable for the payment of wages to the contract labourers engaged indirectly in the company`s operations.

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 results of operations of the Project SPV could be adversely affected by strikes, work stoppages or increased wage demands by the employees of the Project SPV, and independent contracts or other subcontractors.

Failures to comply with and changes in, safety, health and environmental laws and regulations in India may adversely affect the business, prospects, financial condition and results of operations of the Project SPV.

The company has entered into material related party transactions and may continue to do so in the future, which may potentially involve conflict of interests with the Unitholders.

Significant differences exist between Indian GAAP used to prepare the Sponsor`s Audited Financial Statements and other accounting principles, such as Ind-AS and IFRS, with which investors may be more familiar.

The company has received provisional credit ratings from credit rating agencies.

The Investment Manager has no experience in investment management activities for an InvIT and may not be able to implement its investment or corporate strategies and the fees payable to the Project Manager are dependent on various factors.

The Sponsor is under no obligation to provide the Trust with access to future assets, and the Trust may be unable to bid effectively for them.

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, the Investment Manager, the Project Manager and the Trustee, which could result in the cancellation of the registration of the Trust.

The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. There can be no assurance that the Investment Manager will be able to comply with such requirements.

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 company has not been able to obtain degree certificates of the educational qualification for some of its Directors and the company`s Key Managerial Personnel and have relied on alternate documents for details of their profile included in this Draft Offer Document.

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

Changing laws, rules and regulations, legal uncertainties and political situation in India may materially and adversely affect its business, financial condition and results of operations.

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 SPV and the Indian economy in general, including the infrastructure sector.

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.

Social, economic and political conditions and natural disasters could have a negative effect on the company`s business.

Any adverse revision to India`s sovereign credit rating may have a negative impact on its business.

Unitholders may not be able to enforce a judgment of a foreign court against the Trust or the Investment Manager.

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 Unitholders may be more limited than those made to or available to the shareholders of a company that has listed its equity shares upon a recognized stock exchange in India.

The sale or possible sale of a substantial number of Units by the Sponsor or Sponsor Group (if applicable) in the public market following the end of its lock-in requirement as prescribed under the InvIT Regulations could adversely affect the 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 Trust may be unable to dispose of its non-performing assets in a timely manner.

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

Unitholders are unable to require the redemption of their Units.

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

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

Our rights and the rights of the Unitholders to recover claims against the Investment Manager or the Trustee are limited.

Information and the other rights of Unitholders under Indian law may differ from such rights available to equity shareholders of an Indian company or under the laws of other jurisdictions.

No Investor 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 price of the Units may decline after the Listing Date.

Some of the company`s road`s assets enjoy certain benefits under Section 80-IA of the Income Tax Act and any change in these tax benefits applicable to us may materially and adversely affect its results of operations.

Change in ownership of Project SPV 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 the company`s business, prospects, cash flows and results of operations.

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

The Trust is a newly settled trust with no operating history and limited historical financial information and, as a result, investors may not be able to assess its prospects on the basis of past records and the financial information disclosed in this Offer Document.

The Project SPV has not executed the concession agreements for InvIT Assets with the concessioning authority.

The company has sought exemptions from the strict application of certain requirements under the InvIT Regulations including in relation to the preparation of the combined financial statements of the Trust, Project SPV and the InvIT Assets.

The company musts maintain certain investment ratios, which may present additional risks to the company.

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

The company depends on the Investment Manager, the Project Manager and the Trustee to manage its business and assets, and the company`s 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.

The company`s success depends in large part upon the Investment Manager and Project Manager, the management and personnel that they employ, and their ability to attract and retain such persons.

The company is governeds by the provisions of, amongst others, the InvIT Regulations and the SCRA, the implementation and interpretation of which, is evolving. The evolving regulatory framework governing infrastructure investment trusts in India may have a material adverse effect on the ability of certain categories of investors to invest in the Units, the company`s business, financial condition and results of operations and the company`s ability to make distributions to the Unitholders.

Any payment by the Project SPV, including in the event of the termination of the Concession Agreements, is subject to a mandatory escrow arrangement which restricts its flexibility to utilise the available funds.

Upon completion of the Issue, the Sponsor 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 the other Unitholders.

The cost of implementing new technologies for collection of tolls and monitoring its projects could materially and adversely affect the company`s business, financial condition and results of operations.

The company may faces limitations and risks associated with debt financing and refinancing, which may adversely affect its operations and the company`s ability to make distributions to Unitholders.

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

Certain actions of the Project SPV requires the prior approval of NHAI, and no assurance can be given that NHAI will approve such actions in a timely manner or at all.

The Project SPV`s toll-road concessions may be terminated prematurely under certain circumstances, which could materially affect its business, operating results, financial condition and cash flows.

Toll collections and Toll Road traffic volumes may be affected by existing or new competing roads and bridges and other modes of transportation, and any improvements to, or construction of, such roads, bridges and other modes of transportation.

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

Toll rates and collections and Toll Road traffic volumes depend on regulatory limitations and number of people using the company`s roads, which in turn are dependent on factors beyond its control and are subject to significant fluctuations.

Leakage of the tolls collected on the toll roads may adversely affect toll collections.

The termination payment due to the company upon termination of the Concession Agreements may not adequately compensate us for the actual costs and investments associated with the toll roads in a timely manner or at all and thus may not provide us with sufficient funds to repay the Units.

Toll collections are affected by applicable toll rates and revisions to such rates and the number of road users subject to such rates.

Changes in the policies adopted by governmental entities or in the relationships of any member of the Trust with the Government or State Governments could materially and adversely affect its business, financial condition, results of operations and ability to make distribution to the company`s Unitholders.

The company`s revenues under the Transitional Support Agreement are dependent on successful continuation of underlying tolling contracts.

The Valuation Report by RBSA Valuation Advisors LLP (the "Valuer"), and any underlying reports, are not opinions on the commercial merits of the Trust or the InvIT 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 InvIT assets.

The company has referred to the data derived from (i) Technical Consultant Report commissioned from the Technical Consultant, (ii) Traffic Reports commissioned from the Traffic Consultants and (ii) CARE Industry Report which are based on certain bases, estimates and assumptions that are subjective in nature and may not be accurate.

Certain provisions of the standard form of Concession Agreements may be untested, and the Concession Agreements may contain certain restrictive terms and conditions which may be subject to varying interpretations.

The company`s may be subject to increases in costs, including operation and maintenance costs, which the company cannot recover by increasing toll fees under the Concession Agreements.

The company will depend on certain directors, executive officers and key employees of the Investment Manager, the Project Manager and the Project SPV, and such entities may be unable to appoint, retain such personnel or to replace them with similarly qualified personnel, which could have a material, adverse effect on the business, financial condition, results of operations and prospects of the Trust.

There can be no assurance that the company will be able to successfully undertake future acquisitions of road assets or efficiently manage the infrastructure road assets the company has acquired or may acquire in the future.

The Project SPV may not be able to comply with its maintenance obligations under the Concession Agreements, which may result in the termination of the Concession Agreements, the suspension of the Project SPV`s rights to collect tolls or the requirement that the Project SPV pay compensation or damages to the concessioning authority.

The company`s InvIT Assets are presently uninsured and any loss or damage to such assets may materially and adversely affect its operations.

The company`s InvIT Assets, the Sponsor and the Trustee are or may, from time to time, be involved in certain legal proceedings, which if determined against such parties, may have an adverse effect on the reputation, business and results of operations of the Trust.

The Trust does not own the trademark "Raajmarg Infra Investment Trust" and the associated logo to be used by it for its business and its ability to use their respective trademark or logo may be impaired.

The company will depend on NHAI to undertake certain activities in relation to the operation and maintenance of the InvIT Assets. Any delay, default or unsatisfactory performance by these third parties could materially and adversely affect its ability to effectively operate or maintain the InvIT Assets.

The provisional completion certificate in respect of one of the InvIT Assets has not been granted and accordingly, alternate documents have been relied upon in relation to certain disclosures made in this Offer Document.

The Project SPV may be held liable for the payment of wages to the contract labourers engaged indirectly in the company`s operations.

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 results of operations of the Project SPV could be adversely affected by strikes, work stoppages or increased wage demands by the employees of the Project SPV, and independent contracts or other subcontractors.

Failures to comply with and changes in, safety, health and environmental laws and regulations in India may adversely affect the business, prospects, financial condition and results of operations of the Project SPV.

The company`s has entered into material related party transactions and may continue to do so in the future, which may potentially involve conflict of interests with the Unitholders.

Significant differences exist between Indian GAAP used to prepare the Sponsor`s Audited Financial Statements and other accounting principles, such as Ind-AS and IFRS, with which investors may be more familiar.

The company`s has received provisional credit ratings from credit rating agencies.

The Investment Manager has no experience in investment management activities for an InvIT and may not be able to implement its investment or corporate strategies and the fees payable to the Project Manager are dependent on various factors.

The Sponsor is under no obligation to provide the Trust with access to future assets, and the Trust may be unable to bid effectively for them.

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, the Investment Manager, the Project Manager and the Trustee, which could result in the cancellation of the registration of the Trust.

The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. There can be no assurance that the Investment Manager will be able to comply with such requirements.

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 company has not been able to obtain degree certificates of the educational qualification for some of the company`s Directors and the company`s Key Managerial Personnel and have relied on alternate documents for details of their profile included in this Offer Document.

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

Changing laws, rules and regulations, legal uncertainties and political situation in India may materially and adversely affect its business, financial condition and results of operations.

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 SPV and the Indian economy in general, including the infrastructure sector.

The company`s 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.

Social, economic and political conditions and natural disasters could have a negative effect on the company`s business.

Any adverse revision to India`s sovereign credit rating may have a negative impact on the company`s business.

Unitholders may not be able to enforce a judgment of a foreign court against the Trust or the Investment Manager.

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 Unitholders may be more limited than those made to or available to the shareholders of a company that has listed its equity shares upon a recognized stock exchange in India.

The sale or possible sale of a substantial number of Units by the Sponsor or Sponsor Group (if applicable) in the public market following the end of its lock-in requirement as prescribed under the InvIT Regulations could adversely affect the 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 Trust may be unable to dispose of its non-performing assets in a timely manner.

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

Unitholders are unable to require the redemption of their Units.

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

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

The company`s rights and the rights of the Unitholders to recover claims against the Investment Manager or the Trustee are limited.

Information and the other rights of Unitholders under Indian law may differ from such rights available to equity shareholders of an Indian company or under the laws of other jurisdictions.

No Investor 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 price of the Units may decline after the Listing Date.

Some of the company`s road`s assets enjoy certain benefits under Section 80-IA of the Income Tax Act and any change in these tax benefits applicable to us may materially and adversely affect its results of operations.

Change in ownership of Project SPV 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.

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