PropshareTitania

Project Titania, which is part of the G Corp Tech Park, is a Grade A+ campus style development, with LEED Platinum (O&M), WELL Health & Safety and BEE 5-star certifications.

Sound business model with embedded rental growth, stable cash flows and mark-to-market opportunity.

100% occupancy by a diversified underlying tenant portfolio comprising of Fortune 500 companies, MNCs and blue-chip tenants including Aditya Birla Capital and Concentrix.

Low vacancy and projected 5-year rent CAGR of 5.6% from CY2024 in Thane, MMR for Grade A+ commercial assets. (Source: JLL Report).

~300 meters from the metro station providing access to the upcoming Kasarvadavali station on the upcoming metro line 4 connecting Wadala, to Gaimukh, Thane, MMR. (Source: JLL Report).

Experienced investment and asset management team with oversight and strong corporate governance through an experienced Board and marquee investors.

While the company has executed the definitive agreements with respect to the Formation Transactions, the closing of these is subject to fulfilment of certain conditions. Therefore, its ability to consummate these transactions will impact the ability of the Investment Manager to complete this Issue.

The outstanding tax litigations of Titania SPV involve a substantial disputed amount of Rs. 710.11 million which could potentially have adverse effect on its business, financial condition, results of operations and cash flows.

Its business, revenues and profitability are dependent on the performance of the commercial real estate market in India. Fluctuations in the general economic, market and other conditions may affect the commercial real estate market in India, specifically in Thane, MMR region, and in turn, our ability to lease the SM REIT Asset to tenants on favourable terms.

A significant portion of its revenues is derived from a limited number of large lessees and from a single sub-market. Any conditions that impact these lessees, or submarkets may adversely affect the company business, revenue from operations and financial condition.

Its actual results may be materially different from the Projections included in this Key Information of the Scheme. Accordingly, investors should not place undue reliance on or base their investment decision solely on this information.

The Valuation Report obtained for Project Titania is only indicative in nature as it is based on various assumptions and may not be indicative of the true value of Project Titania.

A significant portion of its revenues is derived from a limited number of large tenants in the banking, financial services and insurance ("BFSI"), Healthcare and Lifesciences and technology sectors. Any conditions that impact these tenants or the respective sectors or cities in which they operate may adversely affect its business, results and financial condition.

This Key Information of the Scheme contains information from the JLL Report, the Technical Due Diligence Report and the Valuation Report which the Investment Manager has commissioned on its behalf.

A portion of the Issue proceeds are going to be utilised to redeem the Optionally Convertible Debentures, which are not in existence as on the date of filing of this Key Information of the Scheme.

Tenant leases across our SM REIT Asset are subject to the risk of non-renewal, non-replacement, default, early termination, regulatory or legal proceedings or changes in applicable laws or regulations, thereby impacting leasing and other income. Further, vacant properties could be difficult to lease, which could adversely affect its revenues.

The Investment Manager may not be able to execute its growth strategy successfully resulting in inability to offer projected yields.

The title and development rights or other interests over land where its SM REIT Asset is located may be subject to legal uncertainties, which may interfere with the company ownership rights and result in it incurring costs to remedy and cure such defects.

The Titania Units have never been publicly traded and the listing of the Titania Units on the Stock Exchanges may not result in an active or liquid market for the Titania Units. The Titania Units may also experience price and volume fluctuations.

The price of the Titania Units may decline after the Issue.

Compliance with, and changes in applicable laws, including but not limited to environmental, health and safety laws and regulations, may restrict the use of Project Titania and require obtaining additional approvals. Any inability to obtain, maintain or renew all regulatory approvals that are required may have an adverse impact on its business, financial condition, results of operations, cash flows and prospects.

The company has incurred losses in the past and may continue to experience losses in the future which could result in an adverse effect on its business, cash flows and financial condition.

The company propose to operates in a competitive environment and increasing competitive pressure could adversely affect its business and the ability of its Investment Manager to execute the company growth strategy.

Its funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and the company management will have broad discretion over the use of the Net Proceeds.

The company has limited operating history and may not be able to operate its business successfully, achieve the company business objectives or generate sufficient cash flows to make or sustain distributions.

The audit report of its Statutory Auditor contains certain emphasis of matters.

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

The reporting requirements and other obligations of small and medium real estate investment trusts post-listing are still evolving. Accordingly, the level of ongoing disclosures made to and the protections granted to Titania 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.

Fluctuations in the exchange rate of the Indian Rupee with respect to other currencies will affect the foreign currency equivalent of the value of the Titania Units and any distributions.

Any future issuance of Titania Units by it or sale of Titania Units by any of the significant Titania Unitholders may materially and adversely affect the trading price of the Titania Units.

No investors are permitted to withdraw or lower their Bids (in terms of quantity of Titania Units or the Bid Amount) at any stage after submitting a Bid.

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

Net asset value per Titania Unit may be diluted if further issues are priced below the current Net asset value per Titania Unit.

Its may not be able to maintain adequate insurance to cover all losses the company may incur in its business operations.

Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to your assessment of its financial condition, results of operations and cash flows.

Investors may be subject to Indian taxes arising out of capital gains on the sale of Units.

Under Indian law, non-resident investors or foreign investors are subject to investment restrictions that limit its ability to attract foreign investors, which may adversely affect the trading price of the Units.

Parties to the Trust are required to maintain the eligibility conditions specified under Regulation 26J of the REIT Regulations on an ongoing basis. Its may not be able to ensure such ongoing compliance by the Investment Manager and the Trustee, which could result in the cancellation of the registration of the Trust.

PropShare Titania has a limited number of listed peers/ schemes undertaking similar lines of business for comparison of performance and therefore investors must rely on their own examination of the Trust for the purposes of investment in the Investment.

Titania Unitholders may not be able to enforce a judgment of a foreign court against the Trust or the Investment Manager.

If the company is unable to maintain an effective system of internal controls and compliances its business and reputation could be adversely affected.