DISCLAIMER
YOU MUST READ THE FOLLOWING DISCLAIMER BEFORE
CONTINUING.
THESE
MATERIALS ARE BEING MADE AVAILABLE ON THIS WEBSITE TO COMPLY WITH THE SECURITIES
AND EXCHANGE BOARD OF INDIA (INFRASTRUCTURE INVESTMENT TRUSTS) REGULATIONS,
2014, AS AMENDED, AND CHAPTER 7 OF THE MASTER CIRCULAR ISSUED BY THE SECURITIES
AND EXCHANGE BOARD OF INDIA BEARING NUMBER SEBI/HO/DDHS-POD-2/P/CIR/2025/102
DATED JULY 11, 2025, AS AMENDED.
INVESTING IN THE UNITS DESCRIBED IN
THE PLACEMENT DOCUMENT PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT
INVEST ANY FUNDS IN THE UNITS UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR
PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE SECTION ENTITLED
“RISK FACTORS” AND THE OTHER INFORMATION CONTAINED IN THE PLACEMENT DOCUMENT
PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO
CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE
UNITS DESCRIBED IN THE PLACEMENT DOCUMENT.
IMPORTANT: You
must read and agree with the terms and conditions of the following disclaimer
before continuing. The following disclaimer applies to the Placement Document
of IRB InvIT Fund (“IRB InvIT” or “Issuer”) dated September 28,
2026 (the “Placement Document”) filed with the BSE Limited (“BSE”)
and National Stock Exchange of India Limited (“NSE” and together with
BSE, the "Stock Exchanges") and hosted on this website.
These
materials are being made available in connection with the proposed
institutional placement by IRB InvIT (“Issue”), to eligible investors in
accordance with applicable laws. This Issue is being made pursuant to the
provisions of Chapter 7 on “Guidelines for preferential issue and
institutional placement of units by listed InvITs” of the Master Circular
for Infrastructure Investment Trusts (InvITs) dated July 11, 2025, as amended
from time to time, issued by the Securities and Exchange Board of India (the “SEBI
Institutional Placement Guidelines”) read with the Securities and Exchange
Board of India (Infrastructure Investment Trusts) Regulations, 2014, together
with any amendments, notifications, clarifications, circulars and guidelines
issued thereunder (the “InvIT Regulations”) and other applicable laws.
The
Placement Document 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
therein will in fact occur. IRB InvIT, the Investment Manager of IRB InvIT, the
Sponsor of the IRB InvIT, the Trustee of the IRB InvIT and the lead managers
appointed for the Issue (“Lead Managers”) and 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 such information or opinion
in the Placement Document.
The Placement
Document has not been and will not be approved by any regulatory authority in
India, including the SEBI or any stock exchange in India. The Placement
Document may not be accessed in any jurisdiction where the delivery of such
materials may not be permitted by law. You must satisfy yourself that you are
not subject to any local requirements which prohibit or restrict you from
accessing these materials. For taking an investment decision, investors must
rely on their own examination of the Issuer and the Issue, including the risks
involved.
In accessing
the Placement Document, you agree to be bound by the following terms and
conditions, including any modifications to them from time to time. The
information in this portion of our website, including the Placement Document,
is not for publication or distribution, directly or indirectly, in or into the
United States. No part of the contents of the Placement Document shall be
copied or duplicated in any form by any means, or redistributed. The Placement
Document has been hosted on this website as prescribed under Paragraph 7.8.6 of
the SEBI Institutional Placement Guidelines. In connection with the Issue, no
offer is being made to the public or to any other category of investors. You
are reminded that documents transmitted in electronic form may be altered or
changed during the process of transmission and consequently, neither IRB InvIT,
the Sponsor, the Investment Manager, the Project Manager, the Trustee nor any
of their affiliates 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 Placement Document does not constitute an
offer to sell or an invitation to subscribe to the securities offered in any
jurisdiction to any person to whom it is unlawful to make an offer or
invitation in such jurisdiction and is not intended for distribution to, or use
by, any person or entity in any jurisdiction or country where (a) distribution
or use of such information would be contrary to law or regulation; or (b) IRB InvIT,
the Sponsor, the Investment Manager, the Project Manager, the Trustee or any of
their affiliates would by virtue of such distribution become subject to new or
additional registration, licensing or other regulatory requirements. The Units
offered in the Issue have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”) or
any other applicable law of the United States and, unless so registered, may
not be offered or sold within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act and applicable state securities laws. Accordingly, the
Units are being offered and sold (i) outside the United States in “offshore
transactions” (as such term is defined in the U.S. Securities Act), in reliance
on Regulation S under the U.S. Securities Act (“Regulation S”), and (ii)
within the United States only to persons reasonably believed to be “qualified
institutional buyers” as defined in Rule 144A under the U.S. Securities Act (“U.S.
QIBs”) pursuant to section 4(a)(2) of the U.S. Securities Act or another
applicable exemption from registration thereunder.
Any person
into whose possession the Placement Document comes is required to inform
himself or herself about and to observe any such restrictions. Neither IRB InvIT,
the Sponsor, the Investment Manager, the Project Manager, the Trustee nor any
of their affiliates 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. IRB InvIT, the
Sponsor, the Investment Manager, the Project Manager, the Trustee and their
affiliates cannot and do not guarantee the accuracy, timeliness or completeness
of the information being made available to you in the Placement Document beyond
the date of the Placement Document. IRB InvIT, the Sponsor, the Investment
Manager, the Project Manager, the Trustee and their affiliates 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 IRB InvIT, the Sponsor, the Investment Manager, the Project
Manager, the Trustee nor any of 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 materials on this website or are in any
doubt as to whether you are permitted to view these materials, please exit this
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