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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.
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The Trust is a newly settled trust and does not have an established operating history, which will make it difficult to accurately assess its future growth prospects.
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Consummation of the Formation Transactions pursuant to which we will acquire the Project SPVs are subject to certain conditions.
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Consummation of the Formation Transactions pursuant to which the company will acquire the Project SPVs are subject to certain conditions.
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If any of our Initial Portfolio Assets are terminated prematurely, we may not receive payments due to us which may result in a material adverse effect on our financial condition.
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If any of its Initial Portfolio Assets are terminated prematurely, the company may not receive payments due to it which may result in a material adverse effect on its financial condition.
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Our revenues from our Initial Portfolio Assets are dependent on receiving consistent annuity income and interest on annuity income from NHAI.
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Its revenues from the company Initial Portfolio Assets are dependent on receiving consistent annuity income and interest on annuity income from NHAI.
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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.
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The company failures 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.
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We may be subject to increase in costs, including O&M costs, which we cannot recover by increasing annuity income under the relevant Concession Agreement.
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Its may be subject to increase in costs, including O&M costs, which the company cannot recover by increasing annuity income under the relevant Concession Agreement.
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If we fail to maintain the roads constructed by us pursuant to and as per the relevant requirements under the Concession Agreements, we may be subject to penalties or even termination under such Concession Agreements, which may have a material adverse effect on our reputation, business, financial conditions, results of operations and cash flows.
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If the company is fails to maintain the roads constructed by it pursuant to and as per the relevant requirements under the Concession Agreements, its may be subject to penalties or even termination under such Concession Agreements, which may have a material adverse effect on its reputation, business, financial conditions, results of operations and cash flows.
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The Project SPVs may incur additional costs due to change in law/ change in scope under the Concession Agreements. NHAI may not compensate the respective Project SPVs in a timely manner or at all which may have material adverse effect on our financial conditions, results of operations and cash flows.
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The Project SPVs may incur additional costs due to change in law/ change in scope under the Concession Agreements. NHAI may not compensate the respective Project SPVs in a timely manner or at all which may have material adverse effect on its financial conditions, results of operations and cash flows.
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We may face limitations and risks associated with debt financing, refinancing and restrictions on investment, which may adversely affect our operations and our ability to make distributions to Unitholders.
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Its may faces limitations and risks associated with debt financing, refinancing and restrictions on investment, which may adversely affect its operations and the company ability to make distributions to Unitholders.
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Certain of the Project SPVs, the Sponsor and the Trustee are involved in certain legal and other proceedings, which may not be decided in their favour.
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Certain of the Project SPVs, the Sponsor and the Trustee are involved in certain legal and other proceedings, which may not be decided in their favour.
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Our contingent liabilities could adversely affect our financial condition, results of operations and cash flows.
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Its contingent liabilities could adversely affect the company financial condition, results of operations and cash flows.
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The acquisition by the Trust of the Project SPVs may be subject to certain risks, which may result in damages and losses, and conditions that may prevent the Trust from acquiring the Project SPVs, operating and maintaining the Initial Portfolio Assets or providing debt financing to them.
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The acquisition by the Trust of the Project SPVs may be subject to certain risks, which may result in damages and losses, and conditions that may prevent the Trust from acquiring the Project SPVs, operating and maintaining the Initial Portfolio Assets or providing debt financing to them.
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There are risks associated with the potential acquisition of the ROFO SPVs by the Trust pursuant to the ROFO Agreement.
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There are risks associated with the potential acquisition of the ROFO SPVs by the Trust pursuant to the ROFO Agreement.
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The Trust 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 our results of operations, cash flows and financial condition.
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The Trust 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.
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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 Trust.
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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 Trust.
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The audit reports on our Special Purpose Combined Financial Statements contains an emphasis of matters.
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The audit reports on its Special Purpose Combined Financial Statements contains an emphasis of matters.
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Our Project SPVs are subject to restrictive covenants and variable interest rates under their financing agreements that could limit our flexibility in managing our 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 Trust`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.
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Its Project SPVs are subject to restrictive covenants and variable interest rates under their financing agreements that could limit its flexibility in managing the company 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 Trust`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.
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Any reduction in the cash flows of the Project SPVs or any unanticipated increase in any of the payments to be made by the Project SPVs from the escrow accounts may impact the ability of the Project SPVs to meet their payment obligations to the Trust in relation to unsecured subordinate loans provided by the Sponsor and loans owned to the senior lenders.
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Any reduction in the cash flows of the Project SPVs or any unanticipated increase in any of the payments to be made by the Project SPVs from the escrow accounts may impact the ability of the Project SPVs to meet their payment obligations to the Trust in relation to unsecured subordinate loans provided by the Sponsor and loans owned to the senior lenders.
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The Project SPVs have entered into Concession Agreements which contain certain onerous provisions and any failure to comply with such Concession Agreements could result in adverse consequences including penalties and the substitution of the concessionaire.
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The Project SPVs have entered into Concession Agreements which contain certain onerous provisions and any failures to comply with such Concession Agreements could result in adverse consequences including penalties and the substitution of the concessionaire.
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Our insurance policies may not provide adequate protection against all possible risks associated with our operations.
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Its insurance policies may not provide adequate protection against all possible risks associated with the company operations.
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The Trust has received in-principle sanction from certain external lenders, with the key terms being non-binding and indicative which may change.
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The Trust has received in-principle sanction from certain external lenders, with the key terms being non-binding and indicative which may change.
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We will depend on various third parties to undertake certain activities in relation to the operation and maintenance of the Initial Portfolio Assets and any delay, default or unsatisfactory performance by these third parties could materially and adversely affect our ability to effectively operate or maintain the InvIT Assets.
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The company will depends on various third parties to undertake certain activities in relation to the operation and maintenance of the Initial Portfolio 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.
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We 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.
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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.
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We may be unable to renew or maintain the statutory and regulatory permits and approvals required to operate the Initial Portfolio Assets which may have an adverse effect on our business, results of operation and financial condition.
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The company may be unable to renew or maintain the statutory and regulatory permits and approvals required to operate the Initial Portfolio Assets which may have an adverse effect on its business, results of operation and financial condition.
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We may not be able to obtain trademark registration or continue to use our intellectual property.
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The company may not be able to obtain trademark registration or continue to use its intellectual property.
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A portion of the Net Proceeds may be utilized for repayment or pre-payment of loans taken from HDFC, which is one of the Lead Managers to the Offer.
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A portion of the Net Proceeds may be utilized for repayment or pre-payment of loans taken from HDFC, which is one of the Lead Managers to the Offer.
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Compliance with, and changes in, safety, health and environmental laws and regulations in India may adversely affect our business.
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Compliance with, and changes in, safety, health and environmental laws and regulations in India may adversely affect its business.
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The Project SPVs` financing agreements entail interest at floating rates, and any increases in interest rates may adversely affect our results of operations, financial condition and cash flows.
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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.
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As a proposed shareholder of the Project SPVs, the 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.
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As a proposed shareholder of the Project SPVs, the 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.
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Our 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.
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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.
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The Valuation Report by S. Sundaraman is not an opinion on the commercial merits and structure of the Offer nor is it an opinion, express or implied, as to the future trading price of Units or the financial condition of the Trust 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.
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The Valuation Report by S. Sundaraman is not an opinion on the commercial merits and structure of the Offer nor is it an opinion, express or implied, as to the future trading price of Units or the financial condition of the Trust 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.
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Changes in the policies adopted by governmental entities or in the relationships of the Trust and the Project SPVs with the Government of India or state governments could adversely affect our business, financial performance, cash flows and results of operations.
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Changes in the policies adopted by governmental entities or in the relationships of the Trust 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.
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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.
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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.
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The ability of the Trust to make or maintain consistency in distributions to Unitholders depends on the financial performance of the Project SPVs and their profitability.
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The ability of the Trust to make or maintain consistency in distributions to Unitholders depends on the financial performance of the Project SPVs and their profitability.
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The Project SPVs` concessions are illiquid in nature, which may make it difficult for the Trust to realize, sell or dispose of its non-performing assets.
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The Project SPVs` concessions are illiquid in nature, which may make it difficult for the Trust to realize, sell or dispose of its non-performing assets.
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We will assume liabilities in relation to the Initial Portfolio Assets and Project SPVs and these liabilities, if realised, may adversely affect our results of operations, cash flows, the trading price of the Units and our profitability and ability to make distributions.
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The company will assume liabilities in relation to the Initial Portfolio 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 the company profitability and ability to make distributions.
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We must maintain certain investment ratios, which may present additional risks to us.
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Its must maintain certain investment ratios, which may present additional risks to the company.
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We depend on the Investment Manager, the Project Manager and the Trustee to manage our business and InvIT Assets, and our financial condition, results of operations and cash flows and our ability to make distributions may be harmed if the Investment Manager, Project Manager or the Trustee fail 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.
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The company depends on the Investment Manager, the Project Manager and the Trustee to manage its business and InvIT Assets, and the company 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 Trust and the rights of the Unitholders to recover claims against the Project Manager, the Investment Manager or the Trustee may be limited.
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The interests of the Project SPVs and ROFO SPVs, may conflict with the interests of the Trust in the future.
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The interests of the Project SPVs and ROFO SPVs, may conflict with the interests of the Trust in the future.
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The Trust may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Unitholders.
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The Trust may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Unitholders.
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The interpretation and enforcement of the regulatory framework governing infrastructure investment trusts in India is still evolving, any adverse interpretation or order by any regulatory authority or courts may have an adverse
effect on our business, financial condition and results of operations and our ability to make distributions to Unitholders.
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The interpretation and enforcement of the regulatory framework governing infrastructure investment trusts in India is still evolving, any adverse interpretation or order by any regulatory authority or courts may have an adverse effect on its business, financial condition and results of operations and the company ability to make distributions to Unitholders.
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This Offer Document contains industry information from publicly available resources.
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This Offer Document contains industry information from publicly available resources.
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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.
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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.
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We will depend 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 Trust and the Project SPVs.
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The company 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 Trust and the Project SPVs.
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Distributions may be adversely impacted due to cash trapped in the Project SPVs.
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Distributions may be adversely impacted due to cash trapped in the Project SPVs.
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The Investment Manager has limited experience and may not be able to implement its capital and risk management strategies.
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The Investment Manager has limited experience and may not be able to implement its capital and risk management strategies.
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Parties to the Trust are required to maintain the eligibility conditions specified under Regulation 4 of the SEBI 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.
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Parties to the Trust are required to maintain the eligibility conditions specified under Regulation 4 of the SEBI 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.
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The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. We cannot assure you that the Investment Manager will be able to comply with such requirements.
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The Investment Manager is required to comply with certain ongoing reporting and management obligations in relation to the Trust. The company cannot assure you that the Investment Manager will be able to comply with such requirements.
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The SEBI InvIT Regulations allow for change of sponsor of listed Trusts subject to certain conditions. There can be no assurance that our Sponsors will not exercise their ability the Sponsor(s) of the Trust.
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The SEBI InvIT Regulations allow for change of sponsor of listed Trusts subject to certain conditions. There can be no assurance that its Sponsors will not exercise their ability the Sponsor(s) of the Trust.
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The price of the Units may decline after the Offer.
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The price of the Units may decline after the Offer.
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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
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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.
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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.
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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.
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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.
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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.
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There is no assurance that our Units will remain listed on the Stock Exchanges.
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There is no assurance that its Units will remain listed on the Stock Exchanges.
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Market and economic conditions may affect the market price and demand for the Units.
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Market and economic conditions may affect the market price and demand for the Units.
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We may not be able to make distributions to Unitholders or the level of distributions may fall.
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Its may not be able to make distributions to Unitholders or the level of distributions may fall.
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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.
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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.
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Our rights and the rights of the Unitholders to recover claims against the Investment Manager or the Trustee are limited.
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Its rights and the rights of the Unitholders to recover claims against the Investment Manager or the Trustee are limited.
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It may not be possible for Unitholders to enforce foreign judgements.
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It may not be possible for Unitholders to enforce foreign judgements.
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Changing laws, rules and regulations, including changes in legislation, legal uncertainties and the political situation in India may adversely affect our business, financial condition, cash flows and results of operations.
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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.
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We are exposed to risks associated with the roads sector in India.
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The company is exposed to risks associated with the roads sector in India.
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Our 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 our business.
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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.
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Any downgrading of India`s sovereign credit rating by a domestic or international rating agency could adversely affect our ability to obtain financing and, in turn, our business and financial performance.
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Any downgrading of India`s sovereign credit rating by a domestic or international rating agency could adversely affect its ability to obtain financing and, in turn, the company business and financial performance.
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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.
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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.
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If inflation rises in India, increased costs may result in a decline in profits.
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If inflation rises in India, increased costs may result in a decline in profits.
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Significant differences could exist between Ind AS and other accounting principles, such as Indian GAAP and IFRS, which may affect investors` assessments of the Trust`s financial condition.
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Significant differences could exist between Ind AS and other accounting principles, such as Indian GAAP and IFRS, which may affect investors` assessments of the Trust`s financial condition.
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Tax laws are subject to changes and differing interpretations, which may materially and adversely affect our operations.
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Tax laws are subject to changes and differing interpretations, which may materially and adversely affect its operations.
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Changes in legislation or the rules relating to tax regimes could adversely affect our business, prospects, cash flows and results of operations.
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Changes in legislation or the rules relating to tax regimes could adversely affect its business, prospects, cash flows and results of operations.
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Investors may be subject to Indian taxes arising out of capital gains on the sale of Units and on any dividend or interest or other distribution of any returns from the Units.
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Investors may be subject to Indian taxes arising out of capital gains on the sale of Units and on any dividend or interest or other distribution of any returns from the Units.
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The income of the Trust in relation to which pass through status is not granted under the IT Act may be chargeable to Indian taxes.
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The income of the Trust in relation to which pass through status is not granted under the IT Act may be chargeable to Indian taxes.
