Bharat Hig.InvIT

Sizeable portfolio of stable revenue generating assets with no construction risk and long-term predictable cash flows;

Geographically diversified road asset portfolio and revenue base;

Consistent track record in operating and maintaining projects in the roads sector in India;

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

Growth opportunities and rights to expand portfolio of assets;

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

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

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

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

All of its revenue from it InvIT Assets is dependent on receiving consistent annuity income from NHAI.

If any of its InvIT Assets are terminated prematurely, its may not receive payments due to it which may result in a material adverse effect on its financial condition.

If its fail to maintain the roads constructed by it pursuant to and as per the relevant contractual requirements, its may be subject to penalties or even termination of it contracts, which may have a material adverse effect on its reputation, business, financial condition, results of operations and cash flowsIf its fail to maintain the roads constructed by it pursuant to and as per the relevant contractual requirements, its may be subject to penalties or even termination of it contracts, which may have a material adverse effect on its reputation, business, financial condition, results of operations and cash flows.

Its may be subject to increase in costs, including O&M costs, which it cannot recover by increasing annuity income under the relevant Concession Agreement.

There are risks associated with the potential acquisition of the ROFO Assets by the InvIT pursuant to the ROFO Agreement.

Its may face limitations and risks associated with debt financing, refinancing and restrictions on investment, which may adversely affect its operations and its ability to make distributions to Unitholders.

The acquisition by the InvIT of the Project SPVs from GRIL may be subject to certain risks, which may result in damages and losses, and conditions that may prevent the InvIT from acquiring the Project SPVs, operating and maintaining the InvIT Assets or providing debt financing to them.

Its Investment Manager`s inability to consummate transactions in relation to the Formation Transactions will impact the Issue and its ability to complete the Issue within the anticipated time frame or at all.

The Special Purpose Combined Financial Statements and 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.

Its Project SPVs are subject to restrictive covenants under their financing agreements that could limit its flexibility in managing its business or to use cash or other assets. Any default under the existing financing arrangements by any of the Project SPVs could adversely impact the InvIT`s ability to continue to own a majority of each of the Project SPVs, its cash flows and its ability to make distributions to Unitholders.

Its insurance policies may not provide adequate protection against all possible risks associated with its operations.

A portion of the Net Proceeds may be utilized for repayment or pre-payment of loans taken from HDFC Bank Limited, which is a Lead Manager to the Issue and Axis Bank Limited, which is an affiliate of Axis Capital Limited, one of the Lead Managers to the Issue.

Certain of the Project SPVs, certain of the Associates of the Investment Manager and the Trustee are involved in certain legal and other proceedings, which may not be decided in their favour.

It will depends on various third parties to undertake certain activities in relation to the operation and maintenance of the InvIT Assets and 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.

Its 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.

The independent auditor`s report on the InvIT`s Projections of Revenue from Operations and Cash Flow from Operating Activities contains restrictions with respect to the purpose and use of the report by investors in the United States.

Its may be unable to renew or maintain the statutory and regulatory permits and approvals required to operate the InvIT Assets which may have an adverse effect on its business, results of operation and financial condition.

Compliance with, and changes in, safety, health and environmental laws and regulations in India may adversely affect its business.

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

As a proposed shareholder of the Project SPVs, the InvIT`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.

Its actual results may be materially different from the expectations expressed or implied in the Projections of Revenue from Operations and Cash Flow from Operating Activities to this Offer Document and are inherently uncertain and subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those projected.

The Valuation Report by S. Sundararaman is not an opinion on the commercial merits and structure of the Issue nor is it an opinion, express or implied, as to the future trading price of Units or the financial condition of the InvIT upon the Listing, and the valuation of the Project SPVs contained in such Valuation Report may not be indicative of the true value of the Project SPVs.

The InvIT and the Project SPVs have entered into certain related party transactions and expect to 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.

The audit reports on its Special Purpose Combined Financial Statements contain emphasis of matters and certain negative observations.

Changes in the policies adopted by governmental entities or in the relationships of the InvIT and the Project SPVs with the Government of India or state governments could adversely affect its business, financial performance, cash flows and results of operations.

The results of operations of the Project SPVs could be adversely affected by strikes, work stoppages or increased wage demands by its employees and sub-contractors.

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

The Project SPVs` concessions are illiquid in nature, which may make it difficult for the InvIT to realize, sell or dispose of its non-performing assets.

It will assume liabilities in relation to the InvIT Assets and Project SPVs and these liabilities, if realised, may adversely affect its results of operations, cash flows, the trading price of the Units and its profitability and ability to make distributions.

Its must maintain certain investment ratios, which may present additional risks to it.

It depends on the Investment Manager, the Project Manager and the Trustee to manage its business and InvIT Assets, and its 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 fail to perform satisfactorily. The rights of the InvIT and the rights of the Unitholders to recover claims against the Project Manager, the Investment Manager or the Trustee may be limited.

The interests of GRIL, which is an associate of the Investment Manager and seller of the Project SPVs and ROFO Assets, may conflict with the interests of the InvIT in the future.

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

The interpretation and enforcement of the regulatory framework governing infrastructure investment trusts in India is untested and is still evolving, which may have an adverse effect on its business, financial condition and results of operations and its ability to make distributions to Unitholders.

This Offer Document contains industry information from publicly available resources.

Any payment by the Project SPVs, including in an event of termination of the relevant Concession Agreement, is subject to a mandatory escrow arrangement which restricts their flexibility to utilize the available funds.

It will depends on certain directors and key employees of the Investment Manager, the Project Manager and the Project SPVs, and such entities may be unable to retain such personnel or to replace them with similarly qualified personnel, which could have a material, adverse effect on the business, financial condition, cash flows, results of operations and prospects of the InvIT and the Project SPVs.

The Investment Manager has limited experience and may not be able to implement its capital and risk management strategies.

Parties to the InvIT are required to maintain the eligibility conditions specified under Regulation 4 of the SEBI InvIT Regulations on an ongoing basis. The InvIT 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 InvIT.

The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the InvIT. It cannot assure you that the Investment Manager will be able to comply with such requirements.

Global spread of the COVID-19 or any future pandemic or widespread public health emergency, could adversely affect its business, results of operations, cash flows and financial conditions.

The price of the Units may decline after the Issue.

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 requirement as prescribed under the SEBI InvIT Regulations could adversely affect the price of the Units.

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.

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

There is no assurance that its Units will remain listed on the Stock Exchanges.

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

Its may not be able to make distributions to Unitholders or the level of distributions may fall.

The reporting requirements and other obligations of infrastructure investment trusts post-listing are still evolving. Accordingly, the level of ongoing disclosures made 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.

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

It may not be possible for Unitholders to enforce foreign judgements.

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.

Its business is dependent 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 an adverse effect on its business.

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

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.

If inflation rises in India, increased costs may result in a decline in profits.

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

Changes in legislation or the rules relating to tax regimes could 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.