SmartInvest — Risk Disclosure Statement

Last updated: 19 September 2026 Effective date: 19 September 2026

This Risk Disclosure Statement ("Statement") explains the risks of investing in real-estate opportunities listed on the SmartInvest platform ("Platform", operated by Ankura Assets LLP, LLPIN ABA-1446, a limited liability partnership under the LLP Act, 2008 — "SmartInvest" is the platform's trademark/brand name, not the legal entity name). It forms part of, and must be read with, the SmartInvest Terms of Service and Privacy Policy.

You must read this Statement in full before you register an account and again before you make any investment. When you register you will be asked to confirm that you have read and understood it.

Capitalised terms not defined here have the meaning given in the Terms of Service (for example, Opportunity, Holding Vehicle, SPV, LLP, Investment, Transaction Documents, Expression of Interest).

1. The most important points

If you read nothing else, read this:

You can lose some or all of the money you invest. There are no assured, guaranteed or fixed returns, even on an Opportunity described as lower-risk.
These investments are illiquid. There is no stock exchange or secondary market for them. You may not be able to sell when you want, or at all, and you may only be able to exit when the underlying property is sold — which can take many years.
You do not own the property directly. You hold securities in, or an interest through, a Holding Vehicle (an SPV, an LLP, or a co-ownership arrangement). Your rights are those set out in the Transaction Documents, not the rights of a sole property owner.
SmartInvest is a technology platform and facilitator only. It is not an investment adviser, broker, or a SEBI- or RBI-registered intermediary, and no regulator has approved the Platform or any Opportunity. There is no regulator, ombudsman, or investor-protection or deposit-insurance scheme to fall back on.
Nothing on the Platform is advice. Information and projections are estimates and summaries. You must do your own due diligence and take your own legal, tax and financial advice.
Only invest money you can afford to lose and leave invested for the long term — typically at least 2 to 3 years, and often considerably longer, depending on the Opportunity.

2. No advice — execution only

SmartInvest operates on an execution-only basis. It does not assess whether an Opportunity is suitable or appropriate for you, does not provide personalised recommendations, and owes you no advisory or fiduciary duty. Any listing, projected yield, internal rate of return, valuation, comparison, calculator output, illustration, FAQ, blog post, or statement by our team is provided for information only and is not investment, legal, tax, accounting or financial advice.

You are solely responsible for deciding whether to invest, and for obtaining independent advice from your own advisers before doing so.

3. Not an offer; not regulated

3.1 The Opportunities listed on the Platform are made available to a limited number of identified persons by private arrangement. Nothing on the Platform is an offer or invitation to the public to subscribe for or buy any securities, or a solicitation of any investment.

3.2 SmartInvest is not registered with, and the Platform and the Opportunities have not been reviewed, approved, endorsed or vetted by, the Securities and Exchange Board of India (SEBI), the Reserve Bank of India (RBI), or any other regulator. The Opportunities are not units of a REIT or a Small and Medium REIT, are not listed or publicly traded, and carry none of the disclosure, governance, valuation or investor-protection safeguards that apply to regulated products.

3.3 The regulatory position of fractional real-estate investment in India is still developing (see Risk E4). A future change in law or regulation could adversely affect an Opportunity, your Investment, or your ability to exit.

4. Risk factors

The following is not an exhaustive list. Other risks may exist that are not currently known to us or that we do not currently consider material.

A. Risks relating to the nature of the investment

A1. Loss of capital. You may lose part or all of your invested amount. Returns depend on factors outside anyone's control and are not assured.

A2. No guaranteed or fixed returns. SmartInvest does not promise any return, distribution, or return of capital, and does not guarantee, underwrite or back any Opportunity. Any distribution figure, yield or IRR shown is a projection, not a commitment.

A3. Not a deposit; not insured. An Investment is not a bank or corporate deposit. It is not insured or guaranteed by SmartInvest, by any Holding Vehicle, or by any government agency, and is not covered by any deposit-insurance or investor-compensation scheme.

A4. Speculative and long-term. These Investments are speculative and suitable only as a small part of a diversified portfolio, for investors who can bear a total loss and do not need access to the money for several years.

A5. Past performance and projections. Past performance of the Platform, of SmartInvest, of a sponsor, or of any property is not a guide to future performance. Projections rely on assumptions — such as occupancy, rent growth, operating costs, interest rates, holding period and exit price — that may prove materially wrong.

B. Risks relating to the investment structure (SPV / LLP / co-ownership)

B1. Indirect ownership. You do not hold the property directly. You hold shares and/or compulsorily convertible debentures in an SPV, a partnership interest and/or loan units in an LLP, or an undivided co-ownership share held under a co-ownership arrangement. Your legal rights and remedies are limited to those in the Transaction Documents and under the law governing that vehicle, and may be weaker or slower to enforce than those of a sole owner.

B2. Minority position and limited control. You will be one of many investors. Key decisions — including whether and when to sell, to refinance, to raise more money, to incur major expenditure, or to change the manager — are typically taken by the manager or by a specified majority. You may be outvoted, and decisions may be made that you disagree with or that harm your interests.

B3. Dependence on the manager / sponsor. The performance of an Opportunity depends heavily on the competence, solvency and integrity of the Holding Vehicle's manager, sponsor or promoter, and on a small number of key individuals. Their underperformance, departure, misconduct, or insolvency can materially harm your Investment.

B4. Conflicts of interest. Conflicts may exist and may not be fully disclosed. For example: the sponsor or an affiliate may sell the property to the Holding Vehicle, may manage it for a fee, may retain an interest in it, or may transact with it on related-party terms; SmartInvest may receive fees or other compensation from a sponsor or Holding Vehicle for listing or facilitating an Opportunity; and SmartInvest may list competing Opportunities. SEBI has specifically identified non-uniform disclosure of conflicts of interest, valuation, and fees as a concern across fractional-ownership platforms.

B5. Vehicle-level costs, fees and taxes. The Holding Vehicle bears its own costs — management and performance fees, property-management and maintenance costs, professional and audit fees, statutory dues, and taxes. These are paid before anything is distributed to you and reduce your net return. Fee and cost structures may not be uniform or fully disclosed up front.

B6. Further capital calls and dilution. An Opportunity may need additional funds — for capital expenditure, to cover a shortfall, or to complete construction. If you do not or cannot contribute your share, your holding may be diluted, your rights reduced, or your Investment may lose value.

B7. Co-ownership-specific risks. Where you hold an undivided co-ownership share: a co-owner may seek partition or sale; you may be jointly exposed to liabilities relating to the property; transferring an undivided share is difficult and may require other co-owners' consent; and disputes among co-owners can lead to litigation and delay.

B8. Holding Vehicle insolvency. The SPV, LLP or co-ownership group may become insolvent or unable to meet its obligations. In that event you rank as an equity or subordinated investor and may recover little or nothing.

C. Liquidity and exit risk

C1. Illiquidity. Your Investment is illiquid. There is no recognised stock exchange, trading venue or secondary market for it, and SmartInvest does not operate one.

C2. No assured exit or buy-back. Neither SmartInvest nor any Holding Vehicle undertakes to buy back your Investment or to find a buyer for it. An exit depends on another investor being willing to buy your stake at an acceptable price, or on the sale of the underlying property.

C3. Lock-in and holding period. An Opportunity may impose a minimum holding period during which you cannot transfer your Investment at all. Even after any lock-in, exit is not guaranteed. The expected holding period varies by Opportunity and is set out in its Transaction Documents; it is frequently 5 years or more and may be extended.

C4. Transfer restrictions. Selling or transferring your Investment may require the prior consent of the Holding Vehicle, its manager, or a specified majority of the other investors, and may be subject to a right of first refusal, tag/drag rights, or other restrictions in the Transaction Documents.

C5. Exit typically only on asset sale. In practice, most investors exit only when the underlying property is sold. The timing of that sale is uncertain, is decided by the manager or a majority, and may be delayed by market conditions for years beyond the original plan. The sale price may be below expectations or below your entry price.

C6. You may be unable to exit. You should be prepared to hold your Investment indefinitely and to receive back less than you invested, or nothing.

D. Property and market risk

D1. Property values can fall. Real-estate prices are cyclical and can decline, sometimes sharply and for extended periods, due to economic conditions, interest rates, oversupply, changes in demand, or local factors. A fall in the property's value directly reduces the value of your Investment.

D2. Income risk. Where an Opportunity is expected to generate rental income, that income is not assured. Tenants may vacate, default, delay payment, renegotiate downward, or fail to renew; re-leasing may take time and may be at lower rents or with rent-free periods; and a property may be partly or wholly vacant.

D3. Concentration risk. An Opportunity is usually a single property, in a single location, and may depend on a single tenant or a small number of tenants. There is little or no diversification within an Opportunity, so a single adverse event can affect the whole Investment.

D4. Physical and operational risk. The property may suffer damage, defects, deterioration, or functional or economic obsolescence. It may require unplanned capital expenditure or major repairs. Insurance may be unavailable, inadequate, or subject to exclusions, and claims may be disputed.

D5. Development and construction risk (where applicable). For under-construction properties, land or plotted developments: construction may be delayed or not completed; costs may overrun; the developer or contractor may default or become insolvent; required approvals, licences or RERA registration may be delayed, withheld or revoked; the finished asset may differ from what was planned; and expected rental or resale demand may not materialise.

D6. Land- and plot-specific risk. Land and plots typically generate no income while held, can be subject to encroachment, adverse possession, boundary disputes, or changes in permitted land use, may require conversion or regularisation, and often have a longer and less certain path to a profitable exit than a leased building.

D7. Force majeure and acts of God. Fire, flood, earthquake, storm, epidemic, war, civil unrest, terrorism, or government action may damage or destroy a property or disrupt its income, and may not be fully covered by insurance.

E. Legal, title and regulatory risk

E1. Title and legal risk. The property's title may be defective, encumbered, or subject to undisclosed claims, mortgages, tenancies, easements, or litigation. Legal due diligence reduces but does not eliminate this risk. A successful third-party claim could reduce the property's value or, in a serious case, result in loss of the asset.

E2. Approvals and compliance. The property or its use may lack, or may later lose, required municipal, environmental, land-use, occupancy or RERA approvals. Non-compliance can lead to penalties, restrictions on use, or orders affecting the property.

E3. Documentation risk. Some Transaction Documents or arrangements may be unregistered or only partly enforceable. Enforcing your rights may require litigation or arbitration, which is slow, expensive, and uncertain in outcome.

E4. Regulatory-change risk. The regulation of fractional real-estate investment in India is evolving. SEBI's Small and Medium REIT framework (notified March 2024) regulates fractional structures above defined thresholds. A change in law, regulation, or its interpretation could require an Opportunity to be restructured or wound down, restrict or freeze transfers, impose registration or compliance costs, change the tax treatment, or otherwise reduce the value of, or your ability to exit, your Investment.

E5. No regulatory recourse. Because SmartInvest is not a registered intermediary and the Opportunities are not regulated products, you do not have access to SEBI's investor grievance mechanisms, the SCORES/SMART ODR platforms, any ombudsman, or any statutory investor-compensation fund in relation to an Investment. Your recourse is limited to contractual claims under the Transaction Documents.

E6. Tax-law change. Tax laws, rates, and their interpretation change frequently and can apply retrospectively. A change could increase the tax borne by the Holding Vehicle or by you, or remove a benefit assumed in a projection.

F. Taxation risk

This section is a general summary, not tax advice, and the treatment of fractional and tokenised real-estate instruments in India is unsettled. Obtain your own advice from a qualified tax professional before investing.

F1. You are responsible for your own taxes. SmartInvest does not provide tax advice and does not file returns or compute liabilities on your behalf.

F2. Vehicle-level and investor-level tax. Depending on the structure, income may be taxed first in the hands of the SPV or LLP and again, or differently, when distributed to you as dividend, interest, share of profit, or capital proceeds. Some distributions may be exempt in your hands and some may not. The combined effect can be a higher effective tax rate than investing directly.

F3. TDS. Tax may be deducted at source on interest, rent, or other distributions before you receive them. Recovering excess TDS depends on filing your return correctly and on time.

F4. Capital gains. Gains on exit are taxable. The rate, the holding period for long-term treatment, and the availability of indexation or roll-over relief depend on the instrument and on the law in force at the time, which may be less favourable than at the time you invested.

F5. Stamp duty and registration. Stamp duty and registration charges can apply on entry (for example on subscription or on a co-ownership or trust deed) and again on exit or transfer, at state-specific rates.

F6. GST. Goods-and-services tax may apply to platform, management or facilitation fees and to certain property-related services, increasing costs borne by you or the Holding Vehicle.

G. Platform and operational risk

G1. Early-stage company. SmartInvest is an early-stage business with a limited operating history and track record. It is not subject to any minimum net-worth, capital-adequacy, or prudential requirement.

G2. Platform discontinuation or insolvency. SmartInvest may cease to operate, be acquired, or become insolvent. Your Investment and the Transaction Documents would continue to exist, but you would lose the Platform's coordination, status tracking, reporting, and support, which could make managing or exiting your Investment materially harder.

G3. Technology, data and security risk. The Platform may suffer outages, defects, or data errors. Despite security measures, it could be subject to a cyber-attack or data breach. Figures, documents, or status information shown on the Platform may be delayed, incomplete, or incorrect.

G4. Status information is indicative only. The stage labels shown for your Expression of Interest and Investment (for example "awaiting payment", "payment received", "invested") are a manual convenience. They may lag or misstate the true position and do not create, evidence, or vary any legal right. The Transaction Documents and the Holding Vehicle's records are authoritative.

G5. Reliance on third parties. SmartInvest and the Holding Vehicles rely on third parties — sponsors, valuers, lawyers, chartered accountants, property managers, registrars, and banks. Their error, negligence, delay, misconduct or default can harm your Investment, and SmartInvest is not responsible for them.

G6. Manual money movement. Investment funds move offline by bank transfer. Manual processes carry a risk of error, delay, or misdirection. Always verify bank details against the signed Transaction Documents and with our team through a known channel before transferring any money, and be alert to payment-fraud and impersonation attempts.

G7. Fraud and misrepresentation. A sponsor, seller, or other third party may provide false or misleading information, or act fraudulently, despite due diligence. Your recourse in that event may be limited and may require litigation against a party with limited assets.

H. Information and projections

H1. Summary information. Information about an Opportunity is provided in summary form, may be incomplete, and may be drawn from third-party sources that SmartInvest has not independently verified. It may change without notice.

H2. Forward-looking statements. Statements about future events or performance — including target yields, projected IRRs, expected holding periods, and exit valuations — are forward-looking, are based on assumptions, and are not promises or representations. Actual outcomes will differ, and may differ materially and adversely.

H3. No duty to update. SmartInvest is under no obligation to update information or projections after an Opportunity is listed or after you invest.

5. Suitability — is this right for you?

An Investment through the Platform may be suitable for you only if all of the following are true:

you can afford to lose the entire amount without it affecting your standard of living;
you are investing only a small portion of your overall wealth in this type of asset;
you do not need access to the money and can leave it invested for at least 2 to 3 years, and potentially much longer;
you understand and accept that you may not be able to sell or exit when you want, or at all;
you understand the SPV / LLP / co-ownership structure and that you will be a minority investor with limited control; and
you are able to evaluate the Opportunity yourself or with your own advisers.

If any of these is not true, you should not invest.

6. Acknowledgement

By ticking the acknowledgement box when you register, and again when you make an Investment, you confirm that:

you have read and understood this Statement in full;
you understand that you may lose some or all of your invested capital and that no return is assured or guaranteed;
you understand that the Investment is illiquid, that there is no assured exit, and that you may have to hold it for many years or indefinitely;
you understand that SmartInvest is a facilitator only, is not your adviser, and is not registered with SEBI, RBI or any other regulator;
you are investing on your own judgement, having taken such independent legal, tax and financial advice as you consider appropriate; and
you meet the suitability criteria in Section 5.

7. Contact

Questions about this Statement: support@smartinvest.co.in Grievance Officer: grievance@smartinvest.co.in — Compliance Team, Ankura Assets LLP