Compliance Officer

Mr. Mohnish Dutta
+91-124-6435000
cs@bharatinvit.com

Registrar and Transfer Agent

Kfin Technologies Limited
+91-40-79615205
bharathighways.invit@kfintech.com

Trustee

IDBI Trusteeship Services Limited
Universal Insurance Building, Ground Floor Sir P.M Road, Fort Mumbai, Maharashtra – 400 001, India
022 40807000, +91 8097474599
022 66311776
itsl@idbitrustee.com

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR DISSEMINATION WOULD BE PROHIBITED BY APPLICABLE LAW.

IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.

The following disclaimer applies to the Draft Offer Document of Bharat Highways InvIT (the “InvIT”) dated December 07, 2023 (the “Draft Offer Document”) filed with the Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited, and hosted on this website. In accessing the Draft Offer Document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time.

The Draft Offer Document is directed at, and is intended for distribution to, and use by, residents of India only. No part of the contents of the Draft Offer Document shall be copied or duplicated in any form by any meansor redistributed.

The Draft Offer Document has been hosted on this website as prescribed under Regulation 14(4)(f) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, as amended (the “SEBIInvIT Regulations”). You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, the InvITdoes not accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data.

The contents of the Draft Offer Document are for your information only. Any person into whose possession the Draft Offer Document comes is required to inform himself or herself about and to observe any such restrictions. The InvIT is not soliciting any action based on the Draft Offer Document, and it should not be construed as an offer to sell or the solicitation of an offer to buy any securities.

NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE UNITS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR THE TERRITORIES OR POSSESSIONS THEREOF (THE “UNITED STATES” OR “U.S.”), EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE UNITS REFERRED TO IN THE DRAFT OFFER DOCUMENT ARE BEING OFFERED AND SOLD IN “OFFSHORE TRANSACTIONS” OUTSIDE THE UNITED STATES, AS DEFINED IN, AND IN RELAINCE ON REGULATION S UNDER THE SECURITIES ACT TO INVESTORS LOCATED IN JURISDICTIONS WHERE SUCH OFFER AND SALE OF THE UNITS IS PERMITTED UNDER LAWS OF SUCH JURISDICTIONS. THE OFFERING TO WHICH THE DOCUMENTS RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY UNITS FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID UNITS. ACCORDINGLY, YOU SHOULD NOT FORWARD OR TRANSMIT THE ATTACHED DOCUMENTS IN OR INTO THE UNITED STATES AT ANY TIME.

The InvIT will not be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this website. The InvIT cannot and does not guarantee the accuracy, timeliness or completeness of the information being made available to you in the Draft Offer Document beyond the date of the Draft Offer Document. The InvIT will not be responsible for any loss to any person or entity caused by any shortcoming, defect or inaccuracy which may have inadvertently or otherwise crept into the website. Neither the InvIT, nor any of its affiliates nor their directors, officers and employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the website or these materials.

If you are not permitted to view the Draft Offer Document on this website or are in any doubt as to whether you are permitted to view the Draft Offer Document, please exit this webpage. Continue

PLEASE READ THIS NOTICE CAREFULLY. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. VIEWING THIS INFORMATION MAY NOT BE LAWFUL IN CERTAIN JURISDICTIONS. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE. BY ACCESSING THIS INFORMATION ON THIS WEBSITE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW, INCLUDING ANY MODIFICATIONS THAT MAY BE MADE TO THEM FROM TIME TO TIME.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, EUROPEAN UNION, UNITED KINGDOM, PRC, JAPAN OR AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR DISSEMINATION WOULD BE PROHIBITED BY APPLICABLE LAW.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the documents of Bharat Highways InvIT (the “Trust”, and such documents, the “Documents”). You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Documents. None of GR Highways Investment Manager Private Limited (“Investment Manager”), Aadharshila Infratech Private Limited (the “Sponsor”), the placement agents nor any person who controls the Trust, Investment Manager, the Sponsor, any of the placement agents or any other person associated with the proposed issue or any of their respective affiliates, directors, officers, employees, agents, representatives or advisers accepts any liability whatsoever for any loss howsoever arising from any use of the attached Documents or their respective contents or otherwise arising in connection therewith. By accessing the Documents, you agree to be bound by the following terms and conditions, including any modifications to it from time to time, each time you receive any information from us as a result of such access. You acknowledge that access to the attached Documents are intended for use by you only and you agree not to forward this on to any other person, internal or external, in whole or in part, or otherwise provide access via e-email or otherwise to any other person.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF UNITS FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

INVESTING IN UNITS INVOLVES RISKS AND YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER THE SECTION “RISK FACTORS” IN THE OFFER DOCUMENT AS WELL AS INFORMATION CONTAINED ELSEWHERE IN THE DOCUMENTS BEFORE MAKING AN INVESTMENT DECISION.

Confirmation of Your Representation: You have accessed the attached Documents on the basis that you have confirmed your representation, agreement and acknowledgement that (1) you are not a resident in a country where delivery of the Documents by electronic transmission may not be lawfully made in accordance with the laws of the applicable jurisdiction; (2) you are purchasing the units described in the attached Documents in an “offshore transaction” as defined in, and in reliance on, Regulation S under U.S. Securities Act of 1933, as amended (the “Securities Act”) AND in each case (3) you consent to delivery of the attached Documents and any amendments or supplements thereto by electronic transmission.

The attached Documents have been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Trust, Investment Manager, the Sponsor, the placement agents, or any of their respective directors, officers, employees, agents, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the Documents distributed to you in electronic format and the hard copy version, or the Document filed with the relevant regulatory authorities in India. None of the Trust, Investment Manager, the Sponsor or their respective representatives or its agents will be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this website.

Restrictions: The attached Documents are being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling you, as a prospective investor to consider the purchase of the units described in the Documents. An investment decision should only be made on the basis of the offer document. In making an investment decision, investors must rely on their own examination of the merits and risks involved.

NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE UNITS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR THE TERRITORIES OR POSSESSIONS THEREOF (THE “UNITED STATES” OR “U.S.”), EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE UNITS REFERRED TO IN THE DOCUMENTS ARE BEING OFFERED AND SOLD IN “OFFSHORE TRANSACTIONS” OUTSIDE THE UNITED STATES, AS DEFINED IN, AND IN RELAINCE ON REGULATION S UNDER THE SECURITIES ACT TO INVESTORS LOCATED IN JURISDICTIONS WHERE SUCH OFFER AND SALE OF THE UNITS IS PERMITTED UNDER LAWS OF SUCH JURISDICTIONS. THE OFFERING TO WHICH THE DOCUMENTS RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY UNITS FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID UNITS. ACCORDINGLY, YOU SHOULD NOT FORWARD OR TRANSMIT THE ATTACHED DOCUMENTS IN OR INTO THE UNITED STATES AT ANY TIME.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the Trust, Investment Manager, the Sponsor or the placement agents to subscribe for or purchase any of the units described therein, and access has been limited so that it shall not constitute as “directed selling efforts” (as defined in Regulation S under the Securities Act) in the United States or elsewhere.

You are reminded that you have accessed the attached Documents on the basis that you are a person into whose possession the Documents may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver or forward this document, electronically or otherwise, to any other person. The materials relating to the offering of units referred to in the Documents do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the units described therein.

The Documents may contain statements about future events and expectations that constitute forward-looking statements. There can be no assurance that the results and events contemplated by the forward-looking statements contained there will in fact occur. The Trust, Trustee (IDBI Trusteeship Services Limited), Investment Manager, the Sponsor, the placement agents or any of their respective affiliates do not make any representation or warranty, express or implied, as to, and do not accept any responsibility or liability with respect to, the fairness, accuracy, completeness or correctness of any information or opinion in the Documents. The information contained in the Documents may not be updated since its original publication date and may not reflect the latest updates.

Actions that You May Not Take: You should not reply by e-mail to this announcement, and you may not purchase any units by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored, rejected or deleted, except as specified above.Continue