The Sponsor of the Trust is the National Highways Authority of India (NHAI), which is the government agency responsible for developing, maintaining, and managing national highways in India. NHAI operates under the Ministry of Road Transport and Highways and oversees projects such as the National Highways Development Project. The trust claims that NHAI has an established track record in highway development and operations, which will ultimately support the Trust’s foundation.
The Trust will hold a portfolio of five toll road projects in India, each with a concession period of 15 years. These projects are part of the Golden Quadrilateral highway network. The toll roads currently serve a balanced mix of passenger and commercial vehicles. The trust claims that this network will support consistent revenue generation after the transaction is completed. It claims that the diversity in traffic is likely to contribute to relatively stable cash flows.
The initial portfolio includes five toll roads located across Jharkhand, Andhra Pradesh, Tamil Nadu, and Karnataka under the Toll Operate Transfer model introduced by NHAI. Four roads are situated in southern India, while one is in eastern India. The trust states that according to some traffic studies, these corridors have recorded strong traffic growth in recent years due to improved connectivity and increasing economic activity in these regions. The Trust claims that its strategic locations in economically active states are expected to support continued traffic growth.
The Trust further states that the Concession Agreements to be signed by the Project SPV are expected to carry lower counterparty risk because they are entered into with NHAI, a statutory government authority with strong creditworthiness.
The Trust will also operate under a long-term Transitional Support Agreement among the Sponsor, Project Manager, and Project SPV. The Trust claims that this agreement is designed to ensure a smooth transfer of toll road operations from contractors appointed by NHAI to the Project SPV. It allows the Trust to benefit from the Sponsor’s experience in managing operations, maintenance, and toll collection activities.
The Trust was established on November 24, 2025. As a newly formed trust, it does not have an operating track record or substantial historical financial data. This makes it difficult for investors to evaluate its expected performance and that of the Project SPV. There is no guarantee that the project SPV will generate enough cash flow from the InvIT assets to distribute returns to unitholders.
Future distributions, if any, will depend on several factors, including the project SPV’s future earnings, financial position, cash flows, working capital needs, and capital expenditure. The Trust’s income will also depend on dividends, interest payments, and debt repayments received from the project SPV. If the project SPV does not earn sufficient profits, the Trust’s income, cash flow, and ability to make distributions to unitholders will be adversely affected.
The Trust relies on the Investment Manager, the Project Manager, and the Trustee to manage its assets and operations. If any of these parties fail to perform their duties properly, it could negatively impact the Trust’s financial condition and operational results. In addition, the Trust and its unitholders may have limited rights to recover claims against these parties.
The Trust operates under various regulations, including the InvIT Regulations and the SCRA (Securities Contracts (Regulation) Act, 1956). These regulatory frameworks are still developing and subject to interpretation. Changes or uncertainties in the regulatory environment may restrict certain investors from investing in the Units and could negatively affect the Trust’s business, financial condition, and ability to distribute returns.
Traffic volumes on toll roads generally decline during the monsoon season and increase during holiday periods. As a result, the Trust’s business is exposed to seasonal variations and broader economic cycles, which could adversely affect the business performance.
Toll rates, toll collections, and traffic volumes depend on regulatory controls and the number of road users. These factors are influenced by external conditions beyond the Trust’s control. Any adverse fluctuations in the rates/ collections could negatively impact the trust’s financial condition.
Any sudden changes in government policies or in the relationship between the Trust and government authorities could adversely impact the Trust’s business operations, financial performance, and ability to make distributions to Unitholders.
Revenue under the Transitional Support Agreement depends on the continued validity of existing tolling contracts. These contracts have fixed durations and expiry dates, and some may expire during or after the transaction period, potentially delaying the transfer of tolling operations. Additionally, these contracts may be terminated early if third-party contractors default. In such cases, the Sponsor may need to enter into new contracts or extend existing ones, possibly at lower payment terms, which could reduce revenue.
The Trust depends on certain directors, executive officers, and key employees of the Investment Manager, Project Manager, and Project SPV. If these entities are unable to retain or replace such personnel with equally qualified individuals, it may have a material adverse impact on the Trust’s business, financial condition, and results of operations.