RaajMarg Infra Investment Trust IPO

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.