SPAH

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Shapoorji Pallonji and Company Limited (“SPCL” or the “Sponsor”) is the flagship company of the Shapoorji Pallonji (SP) Group, a business house established almost 150 years ago with interests in real estate, construction, infrastructure, logistics, textiles, financial technology, water purification etc. The Group employs about 23,500 people, including over 6,400 engineers and architects and is present in Africa (Nigeria, South Africa, Ghana, Algeria, Liberia, Kenya and Ethiopia), the Middle East, and South-East Asia (Malaysia, Indonesia, the Philippines, Vietnam and Thailand).SPCL has two divisions, Real Estate (SP RE) and Engineering and Construction (SP E&C). As a real estate developer, SPCL has completed the Imperial Tower 1 and 2 in Mumbai, Dell in Hyderabad, SP Biotech Park and SP Infocity in Gurgaon. Also, SPCL is executing India’s largest mass housing project, Shukhobrishti, a development of 20,000 units in an area of 150 acres in Kolkata, via Public Private Partnership (PPP) with the Government of West Bengal. SP E&C is also working as a contractor on a number of residential and commercial real estate developments. SPCL proposes to set-up a Holding Company (“Holdco” or “Platform”) which will construct and sell 8-10 affordable housing sub-projects across India that cater to the upper low income and middle income group primarily in the 8 largest metros in India. These affordable housing developments will be located on the outskirts of larger cities (e.g., Mumbai, Delhi) and within smaller cities. Overall, the Holdco will develop 15-17 million square feet (1.39 to 1.67 million square meters) of affordable housing over 8 years which at an average size of 850 square feet (about 80 square meters) per unit, would translate to estimated 18,000 to 20,000 flats. The proposed affordable housing sub-projects will be designed and developed by SPRE and constructed by SP E&C for which the Holdco will sign a development agreement with SPCL. The proposed investment is an investment of up to $30 million in the Holdco in the form of non-convertible debentures (NCDs) for development of the affordable housing sub-projects across India (“the Project”).Once the projects are completed and sold, in line with the existing market norms, SPCL will maintain the projects for a period of 1 year. During this period, SPCL is responsible for facilities management, security and ensuring no defects in the project. After one year, the residents form a resident welfare association/society (RWA/RWS) which is registered as per applicable legal requirements. The RWA/RWS is then responsible for operation and maintenance of the apartment complex and SPCL/the Holdco will have no involvement in the associated projects.