Property Share Investment Trust-Propshare Celestia

Risks

• The company has not executed binding agreements with respect to the Formation Transactions and certain agreements for the proposed acquisition of the Project Celestia and its ability to consummate these transactions will impact the ability of the Investment Manager to complete this Issue.

• PropShare Celestia has no operating history and may not be able to operate the company`s business successfully, achieve the company`s business objectives or generate sufficient cash flows to make or sustain distributions.

• A substantial portion (approximately 97.32% of total Super Built-Up Area) of the Project Celestia have been leased to managed office providers and co-working space operators who have further entered into contracts with end users, and any adverse impact on the business of such end users may adversely affect its lessees` ability to meet their obligations and, consequently, the company`s revenues and financial condition.

• The company`s 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 Nehru Nagar, Ahmedabad, and in turn, our ability to lease the Project Celestia to tenants on favourable terms.

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

• The company has received acknowledgement letters from the existing lenders of the Project Celestia regarding the Issue, and the no objection certificate is still pending. Failure to obtain the no objection certificate may adversely affect the completion of the Project Celestia acquisition and Use of Proceeds.

• The title and development rights or other interests over land where its Project Celestia is located may be subject to legal uncertainties, which may interfere with the company`s ownership rights and result in us incurring costs to remedy and cure such defects.

• Ahmedabad is an emerging office market undergoing transition to maturity, and its limited track record and lower occupier penetration compared to established markets may adversely affect its ability to attract quality tenants and achieve optimal lease terms.

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

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

• Any termination of Lease Deeds or vacancy in the Project Celestia may result in non-compliance with the requirement to invest at least 95% of the scheme`s assets in completed and revenue generating properties, which could adversely affect the company and its ability to operate in accordance with the REIT Regulations.

• Tenant leases across the company`s Project Celestia 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 the company`s revenues.

• The operations and management of the Stratum ? Venus Grounds in which the Project Celestia is located are undertaken by a society, and the company only have influence proportionate to its ownership in the building. Decisions taken by the society may not align with its interests and could adversely affect the company`s operations and financial performance.

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

• The company may not be able to maintain adequate insurance to cover all losses the company may incur in operations of Project Celestia.

• This Draft Key Information of the Scheme contains information from the JLL Report, the Technical Report and the Valuation Report which the Investment Manager has commissioned on our behalf.

• The Project Celestia currently holds an IGBC Platinum rating. However, there can be no assurance that the company will be able to maintain this rating in the future, and any downgrade or loss of such rating could adversely affect the marketability and value of the Project Celestia.

• 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 Celestia 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 proposes to operate in a competitive environment and increasing competitive pressure could adversely affect its business and the ability o the company`s Investment Manager to execute its growth strategy.

• The company`s 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 its management will have broad discretion over the use of the Net Proceeds.

• The company has limited financial performance of Project Celestia and may not be able to operate the company`s business successfully, achieve its business objectives or generate sufficient cash flows to make or sustain distributions.

• The Investment Manager`s fee structure and ability to provide services to competing real estate assets may give rise to potential conflicts of interest.

• PropShare Celestia may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Celestia 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 Celestia 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 Celestia Units and any distributions.

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

• The price of the Celestia Units may decline after the Issue.

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

• The company`snd the rights of the Celestia Unitholders to recover claims against the Investment Manager or the Trustee are limited.

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

• 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 the company`s 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. The company 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 Celestia 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.

• Celestia 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 our business and reputation could be adversely affected.

• The company has not executed certain agreements for the proposed acquisition of the Project Celestia and the company`s ability to consummate these transactions will impact the ability of the Investment Manager to complete this Issue.

• PropShare Celestia has no operating history and may not be able to operate its business successfully, achieve its business objectives or generate sufficient cash flows to make or sustain distributions.

• A substantial portion (approximately 97.32% of total Super Built-Up Area) of the Project Celestia have been leased to managed office providers and co-working space operators who have further entered into contracts with end users, and any adverse impact on the business of such end users may adversely affect its lessees` ability to meet their obligations and, consequently, the company`s revenues and financial condition.

• The company`s 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 Nehru Nagar, Ahmedabad, and in turn, the company`s ability to lease the Project Celestia to tenants on favourable terms.

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

• Ahmedabad is an emerging office market undergoing transition to maturity, and its limited track record and lower occupier penetration compared to established markets may adversely affect its ability to attract quality tenants and achieve optimal lease terms.

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

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

• Any termination of Lease Deeds or vacancy in the Project Celestia may result in non-compliance with the requirement to invest at least 95% of the scheme`s assets in completed and revenue generating properties, which could adversely affect the company and the company`s ability to operate in accordance with the REIT Regulations.

• Tenant leases across its Project Celestia 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 the company`s revenues.

• The operations and management of the Stratum ? Venus Grounds in which the Project Celestia is located are undertaken by a society, and the company only`s has influence proportionate to its ownership in the building. Decisions taken by the society may not align with the company`s interests and could adversely affect the company`s operations and financial performance.

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

• The company may not be able to maintain adequate insurance to cover all losses the company may incur in operations of Project Celestia.

• This Key Information of the Scheme contains information from the JLL Report, the Technical Report and the Valuation Report which the Investment Manager has commissioned on the company`s behalf.

• The Project Celestia currently holds an IGBC Platinum rating. However, there can be no assurance that the company will be able to maintain this rating in the future, and any downgrade or loss of such rating could adversely affect the marketability and value of the Project Celestia.

• 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 Celestia and require obtaining additional approvals. Any inability to obtain, maintain or renew all regulatory approvals that are required may have an adverse impact on the company`s business, financial condition, results of operations, cash flows and prospects.

• The company proposes to operate in a competitive environment and increasing competitive pressure could adversely affect its business and the ability of the company`s Investment Manager to execute its growth strategy.

• The company`s 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 its management will have broad discretion over the use of the Net Proceeds.

• The company has limited financial performance of Project Celestia and may not be able to operate its business successfully, achieve the company`s business objectives or generate sufficient cash flows to make or sustain distributions.

• The Investment Manager`s fee structure and ability to provide services to competing real estate assets may give rise to potential conflicts of interest.

• PropShare Celestia may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Celestia 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 Celestia 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 Celestia Units and any distributions.

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

• The price of the Celestia Units may decline after the Issue.

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

• The company`s rights and the rights of the Celestia Unitholders to recover claims against the Investment Manager or the Trustee are limited.

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

• 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. The company 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 Celestia 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.

• Celestia 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 the company`s business and reputation could be adversely affected.