Anantam Highways Trust IPO

The Trust is a newly settled trust and does not have an established operating history, which will make it difficult to accurately assess our future growth prospects.

DPJ Pollachi HAM Project Private Limited ("DPHPPL") had received a cure period notice from the concessioning authority, NHAI, on account of, inter alia, delay in completion of the project, noncompletion of punch list items and breach of certain covenants under its Concession Agreement.

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

In relation to the proposed acquisition of one of the Project SPVs, namely, DPHPPL, the Trust will acquire 100% of the issued, subscribed and paid-up equity share capital of DPHPPL from AAHPL (directly or indirectly through its affiliates) only once the acquisition of DPHPPL is completed by AAHPL (directly or indirectly through its affiliates) from DP Jain And Co Infrastructure Private Limited.

The acquisition by the Trust of the Project SPVs (except DPHPPL) from DBL, DBL Infraventures Private Limited, Alpha Alternatives Infrastructure Fund, Alpha Alternatives Financial Services Private Limited, Spectrum Edge LLP, Build India Infrastructure Fund and other shareholders of the Project SPVs and acquisition of DPHPPL from AAHPL(directly or indirectly through its affiliates) , or any other asset from third parties in the future, may be subject to certain risks, which may result in damages and losses. We may not be able to recover losses arising from the acquisition of such Project SPVs from the above-mentioned parties under relevant contractual arrangements.

We intend to acquire 100% of the issued, subscribed and paid-up share capital of PHL pursuant to the PHL Securities Purchase Agreement and any failure to acquire such percentage of PHL could have a material adverse effect on our business, financial condition and results of operations.

Our failure and inability to identify and acquire new infrastructure assets that generate comparable revenue, profits or cash flows may have an adverse effect on our business, financial condition, cash flows and results of operations and our ability to make distributions.

Our Auditor has included a matter of emphasis relating to the Special Purpose Combined Financial Statements of the Trust. We cannot assure you whether such matter of emphasis will not arise in the future.

The accuracy of statistical and other information with respect to the road infrastructure sector, the Industry Report and the Technical Report issued by the Technical Consultants and commissioned by the Investment Manager for the Projects contained in this Draft Offer Document cannot be guaranteed.

The Special Purpose Combined Financial Statements and 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 and results of operations of the Trust.