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 Background
Company Business
Management
 Investment Policy
Portfolio Summary
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Investment objective and strategy
1. Invest in accordance with the Company's investment criteria
Ishaan will only seek to invest in Projects which:
comply with the FDI regime in India;
have achieved Initial User Status;
and have secured the freehold or leasehold title or development rights to the land for the proposed project.
In addition, the Company seeks to invest in Projects which its investment adviser, Neerav Investment Advisory Services (Dubai) Limited, advises are targeting a sufficiently high return in order to produce an IRR of approximately 20 per cent to Shareholders after deducting the Group's costs, including any taxation on a leveraged basis. The Company cannot, however, guarantee any specific IRR on its investments.
2. Develop a portfolio with geographic and sector diversification
The Company invests in Projects with a focus on IT park developments and SEZs located in southern and western India, with a focus primarily on Hyderabad, Mumbai, Bangalore and Pune. The Company will also invest in other real estate asset types, including but not limited to residential, commercial, hospitality and retail development projects.
3. Acquire interests in Projects in which the Raheja Entities are shareholders
Ishaan will primarily seek to become a shareholder in Indian real estate Projects in which the Raheja Entities are also shareholders. However, we may also seek to invest opportunistically in Projects promoted by other third parties should they offer suitably attractive potential returns and otherwise meet our investment criteria. In those instances, the Raheja Entities will not be required to invest in such Projects or provide Project support services.
4. Realise the Group's investments in a way that maximises returns for Shareholders
The Directors will seek to realise the Group's investments in Projects in a way that maximises returns to Shareholders, taking into account factors such as the tax efficiency of the disposal, the stage of development of a Project and progress in letting buildings on a completed Project. Disposals of the Group's interests in Projects are expected to be effected through sales of the Group's investments or by the Indian Investment Vehicles selling their interests in a Project. The Directors will decide whether to reinvest the proceeds of sale of an investment in a Project or whether to make a distribution to Shareholders.
Distribution policy
The Directors will consider the payment of dividends when it becomes commercially prudent to do so. The Directors believe that the typical investment cycle for a Project will be between three and seven years before final disposal of the Group's interest.
Borrowing
The Company's articles contain standard borrowing powers, which may be exercised by the Company's board of directors. Borrowings by the Company owing to any persons outside the Group shall not, at any time, without the previous sanction of an ordinary resolution of the Company, exceed 20 times the aggregate of:
(a) the amount paid up on the issued share capital for the time being of the Company; and
(b) the total of capital and revenue reserves (including any share premium account, capital redemption reserves, all shown in the latest balance sheet of the Company).
The Company expects that borrowings will be obtained by the Indian Investment Vehicles with recourse limited only to the assets of each Indian Investment Vehicle. The Company also expects that when fully invested, the aggregate of all borrowings by the Indian Investment Vehicles will represent an approximate loan to Development Costs ratio of 70 per cent on a consolidated basis for all of the Projects.
Life of the Company
The Company will have an initial life of 10 years. On the expiry of that period an ordinary resolution of the Shareholders (requiring a simple majority of those voting) may be passed to put the Company into voluntary liquidation, failing which the Company will continue otherwise decided by its shareholders.
Defined Terms
“Directors” means the directors of the Company.
“Group” means the Company and its subsidiary undertakings from time to time, which for the avoidance of doubt does not include the Indian Investment Vehicles.
“Indian Investment Vehicles” means the investment vehicles incorporated in India which hold the rights to the Initial Portfolio and in which the Company has acquired preference shares and 40 per cent equity shareholdings.
“Initial User Status” means, in relation to land, that the land can be used for non-agricultural purposes and, if the provisions of the Urban Land (Ceiling and Regulation) Act, 1976 are applicable, that it can be developed and constructed in accordance with the permission, if any, required under the applicable provisions of the Urban Land (Ceiling and Regulation) Act, 1976.
“Initial Portfolio” means the eight Projects as described in Part V of the Admission Document and which are being developed by the Indian Investment Vehicles.
“FDI” means foreign direct investment.
“Ordinary Shares” means ordinary shares of £0.01 each in the capital of the Company.
“Projects” means FDI eligible Indian real estate investment development projects in which the Company invests from time to time.
“Raheja Entities” means C.L. Raheja, Jyoti C. Raheja, Ravi Raheja, Neel Raheja and each of the companies in which C.L. Raheja, Jyoti Raheja, Ravi Raheja and/or Neel Raheja or their lineal descendants directly and/or indirectly hold in the aggregate more than 50 per cent of the paid up equity share capital of such company and also control such company.
“Shareholders” means holders of Ordinary Shares in the Company.
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