NDRWPL Equity

pending

IFC is considering equity investment of up to US$25 million (INR equivalent) and debt investment facility of up to US$25 million (INR equivalent) in NDR Warehousing Private Limited (“NDRWPL” or “the Company”). Both investments will be made at the corporate level of NDRWPL and will be used primarily for new warehousing development activities, purchase of warehouses under development, including land procurement (voluntary transaction) for future warehouse construction, repayment of select project loans, & general corporate purposes. NDRWPL (https://www.ndrwarehousing.com), established in 1986, is the second-largest warehouse developer in India by volume. The Company has developed approximately 19 million sq.ft of warehousing space & maintains a pipeline of an additional 25 million sq.ft across multiple states in India. NDRWPL has shareholding in(a) NDR InvIT Trust, which houses operating warehouses & IFC has an existing debt investment (#49975) undertaken in December 2024 (b) NDR InvIT Managers Pvt. Ltd.(the “Investment Manager” or “IM”); (c) Under development SPVs which houses residential/ commercial assets. This IFC investment will be limited to: (a) under-construction & under-development Special Purpose Vehicles (“SPVs”) that house warehousing assets& (b) the project manager (PM) also referred to as NDR Asset Management Pvt.Ltd (NDR AMPL). NDRWPL will require IFC’s prior consent to invest in any commercial projects or to undertake residential construction. Residential plotting of excess land (without construction) may proceed without consent, provided it remains limited to subdivision & sale & does not entail material capital expenditure. NDRWPL follows a develop-to-core business model that involves purchasing dry land from private parties on a willing buyer willing seller basis, developing Grade-A warehouses, & securing potential tenants during construction stage. Each warehousing asset are held under separate SPVs & once commissioned are transferred to NDR InvIT. NDR InvIT primarily owns & operates completed & leased warehouse assets; however, as per Securities & Exchange Board of India regulations, it may undertake limited construction or development activities amounting to up to 20 percent of InvIT net asset value. Such activities will typically involve extensions or improvements within existing land area mapped to SPVs & do not entail Greenfield development or new land acquisition. The construction is generally handled through PM. At present, there are 23 assets at various stages of development 16 at site finalization, 3 at pre-construction, 3 under construction, & one at commissioning. The company plans to have multiple other projects of warehouse construction & handing over completed assets to NDR InvIT. Typical timeline for completion of the whole process is: a) land identification (0-6 months) b) pre construction (3 months)c) construction (6-9 months) & d) improvement as per tenant requirements (2-3 months). Marketing for potential tenants is undertaken in parallel during construction stage, including customer proposals, letters of intent, & lease agreements. Upon completion & substantial leasing, the operational warehouses (as standalone SPVs) are transferred to the NDR InvIT. In June 2025, NDRWPL applied for a demerger into two entities: NDRWPL & NDRSWPL (NDR Smart Warehouses Private Limited). Following this reorganization, NDRWPL will retain only a 20% holding in the NDR InvIT units & continue to act as the Sponsor of the NDR InvIT & will not hold any other assets or perform any additional functions. NDRSWPL will assume all other roles & responsibilities, including development of warehouses & management of both the Investment Manager & the Project Manager entities. The key operations & interlinkages between relevant SPVs of NDRWPL in the context of IFC investment include: (1) NDRWPL Corporate Team (supporting newly formed warehousing SPVs): The development process begins with land identification, & voluntary land procurement. The project phase includes pre-construction activities (budgeting, land clearance, surveying, leveling, & compaction), followed by construction activities such as site preparation, foundation & structural works, Mechanical Engineering & Plumbing installation, interior fit-outs, & safety measures.(2) Transfer of operational assets to NDR InVIT: Upon completion & substantial leasing, the fully operational & de-risked warehouses (as standalone SPVs) are transferred to the NDR InvIT Trust under a Right of First Offer arrangement. (3)NDR AMPL staff supports NDRWPL during the construction phase through site-level supervision. Once construction is complete & assets are transferred, NDR InvIT appoints NDR AMPL as the Project Manager, responsible for warehouse O&M, including management of common infrastructure and services such as fire safety systems, housekeeping, landscaping, water and energy supply, security, internal roads, parking, sewage treatment, and tenant coordination.