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KEY INFORMATION OF THE SCHEME (KIS)KEY INFORMATION OF THE SCHEME
Dated: March 25, 2026
Book Built Issue
(Please scan this QR Code to view this Key Information of the Scheme)
PROPSHARE CELESTIA
PropShare Celestia has been set up on December 12, 2025 as the third scheme of Property Share Investment Trust settled in the Republic of India as contributory, determinate and
irrevocable trust on June 27, 2024, at Bangalore, Karnataka, India under the provisions of Indian Trusts Act, 1882 and registered as a small and medium real estate investment trust
on August 5, 2024, under Regulation 26L (1) of the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, as amended, having registration
number IN/SM-REIT/24-25/0001
Principal Place of Business: 16th Floor, SKAV Seethalakshmi, 21/22, Kasturba Road, Bangalore 560 001, India
Tel: +91 80 3100 3902; Fax: NA; Compliance Officer: Prashant Kataria; E-mail: compliance.officer@propertyshare.in;
Website: www.psreit.in
TRUSTEE INVESTMENT MANAGER
Axis Trustee Services Limited PropShare Investment Manager Private Limited
Property Share Investment Trust (the “Trust”) by way of PropShare Celestia is issuing up to [●] Celestia Units (as defined herein) for cash at a price of ₹ [●] per
Celestia Unit aggregating up to ₹ 2,446.50 million (the “Issue”).
INITIAL PUBLIC OFFER OF PROPSHARE CELESTIA IN RELIANCE UPON REGULATION 26R OF THE SECURITIES AND EXCHANGE BOARD
OF INDIA (REAL ESTATE INVESTMENT TRUSTS) REGULATIONS, 2014, AS AMENDED (THE “REIT REGULATIONS”)
This Issue is being made through the Book Building Process and in compliance with the REIT Regulations and the master circular for real estate investment trusts dated July
11, 2025, issued by SEBI, as amended (the “REIT Master Circular”), wherein not more than 75% of the Net Issue shall be available for allocation on a proportionate basis
to Institutional Investors. Further, not less than 25% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors, in accordance
with the REIT Regulations and the REIT Master Circular, subject to valid Bids being received at or above the Issue Price. For details, please see “Issue Information” on page
167. All Bidders are required to utilize the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts, in which
case the corresponding Bid Amounts will be blocked by the SCSBs to participate in the Issue. For details, please see “Issue Information” on page 167.
GENERAL RISKS
Investments in Celestia Units involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire
investment. For taking an investment decision, investors must rely on their own examination of the Trust and the Issue. Prospective Investors are advised to read “Risk Factors”
on page 49 before making an investment decision relating to the Issue. Each prospective investor is advised to consult its own advisors in respect of the consequences of an
investment in the Celestia Units being issued pursuant to this Key Information of the Scheme. This Key Information of the Scheme has been prepared by the Investment
Manager solely for providing information in connection with the Issue. The Securities and Exchange Board of India (“SEBI”) and the Stock Exchange assume no responsibility
for or guarantee the correctness or accuracy of any statements made, opinions expressed, or reports contained herein. Admission of the Celestia Units to be issued pursuant to
the Issue for trading on the Stock Exchange should not be taken as an indication of the merits of the Trust or of the Celestia Units. A copy of this Key Information of the
Scheme has been delivered to SEBI and the Stock Exchange.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first issue of Celestia Units by the Trust by way of PropShare Celestia, there has been no formal market for the Celestia Units of the Trust. No assurance
can be given regarding the active or sustained trading in Celestia Units or regarding the price at which the Celestia Units will be traded after listing.
INVESTMENT MANAGER’S ABSOLUTE RESPONSIBILITY
The Investment Manager having made all reasonable inquiries, accepts responsibility for and confirms that this Key Information of the Scheme contains all information with
regard to the Trust and the Issue, which is material in the context of the Issue, that the information contained in this Key Information of the Scheme is adequate, true and correct
in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Key Information of the Scheme as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect. All such disclosures which are deemed necessary to adequately enable an investor to make an informed investment decision have been made in this Key
Information of the Scheme.
LISTING
Our Celestia Units are proposed to be listed on BSE Limited (the “Stock Exchange”). The PropShare Celestia (acting through the Property Share Investment Trust) has
received in-principle approval from the Stock Exchange for listing of Celestia Units pursuant to a letter dated February 5, 2026. BSE Limited is the Designated Stock Exchange
for the Issue.
LEAD MANAGER REGISTRAR TO THE ISSUE
Ambit Private Limited KFin Technologies Limited
Ambit House, 449 301, The Centrium, 3rd Floor
Senapati Bapat Marg, Lower Parel 57, Lal Bahadur Shastri Road, Nav Pada
Mumbai 400 013 Kurla (West), Mumbai 400 070, Maharashtra
Tel: + 91 22 6623 3030 Tel: +91 40 6716 2222
E-mail: propsharecelestia.ipo@ambit.co E-mail: propshare3.ipo@kfintech.com
Investor grievance e-mail: customerservicemb@ambit.co Investor grievance e-mail: einward.ris@kfintech.com
Website: www.ambit.co Website: www.kfintech.com
Contact Person: Harshita Borad/ Palak Mundra Contact Person: M Murali Krishna
SEBI Registration No.: INM000010585 SEBI Registration No.: INR000000221
BID/ISSUE PROGRAM
BID/ ISSUE OPENS ON: FRIDAY, APRIL 10, 2026 BID/ ISSUE CLOSES ON: THURSDAY, APRIL 16, 2026*
* The Investment Manager may, in consultation with the Lead Manager, consider closing the Bid/ Issue Period for Institutional Investors one working day prior to
the Bid/ Issue Closing Date in accordance with the SEBI Guidelines(1) (1) (1) (1)
(1) The projected yield which the Investment Manager anticipates may not materialize, disabling it to offer the projected distribution
yield to the investors. Further, the projected distribution yield is b ased on the assumptions and estimates as deemed appropriate and
reasonable by the Investment Manager at the date of the Projections. PropShare Celestia does not portray any guaranteed returns to
the investors.
(i)(ii)TABLE OF CONTENTS
SUMMARY OF PROPSHARE CELESTIA ........................................................................................................................... 1
GENERAL.................................................................................................................................................................................. 8
NOTICE TO INVESTORS ....................................................................................................................................................... 8
DEFINITIONS AND ABBREVIATIONS ............................................................................................................................. 11
PRESENTATION OF FINANCIAL DATA AND OTHER INFORMATION .................................................................. 19
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 23
OUR BUSINESS AND PROPERTY ...................................................................................................................................... 25
GENERAL INFORMATION ................................................................................................................................................. 45
RISK FACTORS ..................................................................................................................................................................... 49
OVERVIEW OF THE PROPSHARE CELESTIA .............................................................................................................. 63
PARTIES INVOLVED IN PROPSHARE CELESTIA ........................................................................................................ 67
FORMATION TRANSACTION IN RELATION TO THE PROPSHARE CELESTIA ................................................. 71
INDUSTRY OVERVIEW ....................................................................................................................................................... 74
DISTRIBUTIONS .................................................................................................................................................................. 124
SUMMARY FINANCIAL INFORMATION OF PROPSHARE CELESTIA ................................................................. 127
SUMMARY FINANCIAL INFORMATION OF THE INVESTMENT MANAGER .................................................... 128
FINANCIAL INDEBTEDNESS ........................................................................................................................................... 131
MANAGEMENT FRAMEWORK ....................................................................................................................................... 132
USE OF PROCEEDS ............................................................................................................................................................ 135
LEGAL AND OTHER INFORMATION ............................................................................................................................ 141
REGULATIONS AND POLICIES ...................................................................................................................................... 144
REGULATORY APPROVALS ........................................................................................................................................... 150
TAXATION ............................................................................................................................................................................ 152
THE ISSUE ............................................................................................................................................................................ 161
ISSUE STRUCTURE ............................................................................................................................................................ 164
INFORMATION CONCERNING THE CELESTIA UNITS............................................................................................ 166
ISSUE INFORMATION ....................................................................................................................................................... 167
BASIS FOR ISSUE PRICE .................................................................................................................................................. 186
RIGHTS OF CELESTIA UNITHOLDERS ........................................................................................................................ 188
SECURITIES MARKET OF INDIA ................................................................................................................................... 191
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .......................................................................... 193
DECLARATION ................................................................................................................................................................... 195
ANNEXURE 1 PROJECTIONS ...............................................................................................................................................
ANNEXURE 2 VALUATION REPORT ..................................................................................................................................
ANNEXURE 3 TECHNICAL REPORT ..................................................................................................................................
(iii)SUMMARY OF PROPSHARE CELESTIA
The following is a general summary of certain disclosures and terms of the Fresh Issue and is neither exhaustive, nor does it
purport to contain a summary of all of the information and disclosures that you should consider before investing in the Celestia
Units. This summary should be carefully read in conjunction with the entire Key Information of the Trust along with this Key
Information of the Scheme before making an investment decision.
S.No. Particulars Contents
1. Na me of the SM REIT Property Share Investment Trust
2. Na me of the Investment Manager PropShare Investment Manager Private Limited
3. Na me of the Trustee Axis Trustee Services Limited
4. Co ntact details of the Investment PropShare Investment Manager Private Limited
Manager
10th Floor, SKAV Seethalakshmi
21/22, Kasturba Road
Bangalore 560 001
Karnataka, India
Contact Person of the Investment Manager
Kunal Moktan is the contact person of the Investment Manager. His contact details are as
follows:
Name: Kunal Moktan
Tel: +91 80 3100 3901
E-mail: smreit.manager@psreit.in
5. Co ntact details of the Merchant Ambit Private Limited
Banker
Ambit House, 449
Senapati Bapat Marg, Lower Parel
Mumbai 400 013, Maharashtra, India
Tel: + 91 22 6623 3030
E-mail: propsharecelestia.ipo@ambit.co
Investor grievance e-mail: customerservicemb@ambit.co
Website: www.ambit.co
Contact Person: Harshita Borad/ Palak Mundra
SEBI Registration No.: INM000010585
6. Li sting (including name of stock Celestia Units are proposed to be listed on BSE Limited.
exchange where it will be listed and
timeline for listing) The indicative timelines of the Issue:
Event Indicative Date
Bid/ Issue Opening Date Friday, April 10, 2026
Bid/ Issue Closing Date Thursday, April 16, 2026 (1)
Finalization of the Basis of Allotment On or about Friday, April 17, 2026
Designated Date On or about Monday, April 20, 2026
Closing Date On or about Monday, April 20, 2026
Initiation of refunds On or about Monday, April 20, 2026
Listing Date On or about Friday 24, 2026
(1) The Investment Manager may in consultation with the Lead Manager, consider closing the Bid/ Issue Period for
Institutional Investors one Working Day prior to the Bid/ Issue Closing Date in accordance with the SEBI
Guidelines.
The above timelines are indicative and does not constitute any obligation or liability on the
Trust, the Investment Manager, the Trustee or the Lead Manager.
7. Iss ue Size Aggregating up to ₹ 2,446.50 million.
8. Iss ue Price ₹ [●] per Celestia Unit
9. NA V per unit [●]
10. M inimum application and in 1 Celestia Unit and in multiple of 1 Celestia Unit thereafter
multiples of 1 unit thereafter
11. Iss ue timing Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (IST)
during the Bid/ Issue Period (except the Bid/ Issue Closing Date) at the Bidding Centres and
the Designated Branches mentioned on the Bid cum Application Form. For more details,
please see “Issue Information” on page 167.
12. Bi d/ Issue Opening Date Friday, April 10, 2026
13. Bi d/ Issue Closing Date Thursday, April 16, 2026
14. Pa y-in date Not Applicable
15. Ex pected date of Allotment On or about Monday, April 20, 2026
1S.No. Particulars Contents
16. Iss uance mode of the instrument Public Issue
17. De pository NSDL and CDSL
18. Ob jects of the Issue The gross proceeds (including the Investment Manager’s Contribution i.e. 5% of the Issue)
from the Issue will be up to ₹ 2,446.50 million (“Gross Proceeds”), of which the Net Proceeds
will be ₹ [●] million. The Net Proceeds will be utilised by PropShare Celestia towards the
following objects:
(i) Acquisition of the Project Celestia and payment of sinking fund to society by Celestia
SPVs (the “Proposed Acquisition”), and reimbursement or direct payment, as
applicable, of statutory charges under applicable laws (including stamp duty,
registration, surcharge and cess etc. for the registration of sale deeds) to the Investment
Manager for the Proposed Acquisition by way of lending to the Celestia SPVs and
subscribing to the equity and debt instruments of our Celestia SPVs; and
(ii) General purposes.
For further details, please refer to the section titled “Use of Proceeds” on page 135.
19. Br ief description of the PropShare PropShare Celestia, the third scheme of the Trust, is proposing to have six SPVs under its
Celestia structure (“Celestia SPVs”), in accordance with the REIT Regulations. The Celestia SPVs
under PropShare Celestia are Cendrix Realty Private Limited, Crestmont Realty Private
Limited, Dhrivya Estates Private Limited, Magnivio Private Limited, Samvrid Realty Private
Limited and Stathos Private Limited.
For further details, please refer to the section titled “Overview of the PropShare Celestia” on
page 63.
20. Br ief description of the Project PropShare Celestia is the third scheme launched by Property Share Investment Trust, India's
Celestia first small and medium real estate investment trust registered with the Securities and Exchange
Board of India. It represents the Scheme’s offering, comprising 2,07,838 sq. ft. of Super Built-
Up Area across seven floors of Stratum @ Venus Grounds, a landmark IGBC platinum-
certified, Grade A+ mixed-use commercial building with a unique atrium located in prime
Nehru Nagar, Ahmedabad. (Source: JLL Report)
Project Celestia comprises office premises bearing No. R209 to R214, C426 to C430, C1016
to C1030, C1301 to C1315, C1401 to C1414, C1501 to C1528 and C1616 to C1630 on 2nd,
4th, 10th, 13th, 14th, 15th and 16th floors in “Stratum @ Venus Grounds”.
As of December 31, 2025, it is 100% occupied by four tenants, including three managed-
office operators – Smartworks Coworking Spaces Limited, EFC Limited (both publicly listed)
and Paragraph Khajanchi Business Centre LLP (one of the top five co-working operators in
Ahmedabad in terms of operational seats) – and a Swedish based listed telecommunications
MNC. (Source: JLL Report)
This high-quality and diverse tenant mix ensures a stable and reliable rental income stream.
(Source: JLL Report)
Key Operating Metrics
Super
No. of Current Security
Built-Up Occupancy WALE(4)
Occupiers Rentals(3) Deposit
Area
(sf) (#)(1)(2) (%) (₹/sf/month) (₹ mn) (years)
Commercial Office
Project Celestia (proposed to be purchased through asset acquisition)
Project Celestia
Second
Floor 35,780 1 100% 66.15 11.27 8.25
(Partial)
Fourth
Floor 5,571 1 100% 68.00 2.27 8.83
(Partial) (5)
2S.No. Particulars Contents
Tenth Floor
26,028 1 100% 81.03 9.57 7.71
(Partial)
Thirteenth
Floor 28,584 1 100% 72.50 10.36 6.02
(Partial)
Fourteenth
Floor 27,527 1 100% 72.50 9.98 6.02
(Partial)
Fifteenth
55,431 1 100% 83.93 20.09 5.56
Floor
Sixteenth
Floor 28,917 1 100% 79.93 10.48 7.13
(Partial)
Total/Wtd.
2,07,838 4 100% 76.44 74.02 6.72
Avg.
(1) The leased area of the seven floors has six Lease Deeds, entered into with four tenants. Units C1301-C1315 and
C1401 -C1415 have been occupied by Smartworks as part of the same Lease Deed. However, since they are on
separate floors, they have been considered as two separate occupiers on their respective floors.
(2) Paragraph Khajanchi Business Centre LLP has signed three separate Lease Deeds for R209-R214, C1016-
C1030, C1616-C1630. They have been considered as separate occupiers for their respective floors.
(3) Current Rentals as of December 31, 2025.
(4) WALE (Weighted Average Lease Expiry) is calculated as on December 31, 2025.
For further details, please refer to the section titled “Our Business and Property” on page 25.
21. Re levant Financial ratios Particulars FY 2026** FY 2027 FY 2028 FY 2029
Yield or Distribution Yield (%)* 8.1% 8.4% 8.7% 8.9%
NOI Margin (%) 100.0% 100.0% 100.0% 100.0%
EBITDA Margin (%) (88.5%) 95.5% 94.9% 94.5%
Total Expense Ratio (%) 0.04% 0.65% 0.67% 0.69%
* The projected yield which the Investment Manager anticipates may not materialize, disabling it to offer the projected
distribution yield to the investors. Further, the projected distribution yield is based on the assumptions and estimates as
deemed appropriate and reasonable by the Investment Manager at the date of the Projections and has been adopted by
the board of directors of the Investment Manager on January 8, 2026 and certified by the Auditors. PropShare Celestia
does not portray any guaranteed returns to the investors. For details on the risks relating to distribution, please see the
section titled “Risk Factors” on page 49.
**Projections for the year ending March 31, 2026 (i.e., the current financial year) includes projections beginning from
January 1, 2026 to March 31, 2026.
For more information, please see “Projections” at Annexure 1.
22. Ca pital structure of the Celestia SPVs, Capital structure of Celestia SPVs proposing to acquire assets, as on the date of this Key
which will hold assets under Information of the Scheme are as follows:
PropShare Celestia
1. Cendrix Realty Private Limited
Particulars Equity shares
Authorised capital ₹ 15,00,000 divided into 1,50,000 equity shares of ₹ 10
each
Issued, subscribed and paid-up capital ₹ 10,000 divided into 1,000 equity shares of ₹ 10 each
2. Crestmont Realty Private Limited
Particulars Equity shares
Authorised capital ₹ 15,00,000 divided into 1,50,000 equity shares of ₹ 10
each
Issued, subscribed and paid-up capital ₹ 10,000 divided into 1,000 equity shares of ₹ 10 each
3. Dhrivya Estates Private Limited
Particulars Equity shares
Authorised capital ₹ 15,00,000 divided into 1,50,000 equity shares of ₹ 10
each
Issued, subscribed and paid-up capital ₹ 10,000 divided into 1,000 equity shares of ₹ 10 each
4. Magnivio Private Limited
3S.No. Particulars Contents
Particulars Equity shares
Authorised capital ₹ 15,00,000 divided into 1,50,000 equity shares of ₹ 10
each
Issued, subscribed and paid-up capital ₹ 10,000 divided into 1,000 equity shares of ₹ 10 each
5. Samvrid Realty Private Limited
Particulars Equity shares
Authorised capital ₹ 15,00,000 divided into 1,50,000 equity shares of ₹ 10
each
Issued, subscribed and paid-up capital ₹ 10,000 divided into 1,000 equity shares of ₹ 10 each
6. Stathos Private Limited
Particulars Equity shares
Authorised capital ₹ 15,00,000 divided into 1,50,000 equity shares of ₹ 10
each
Issued, subscribed and paid-up capital ₹ 10,000 divided into 1,000 equity shares of ₹ 10 each
For details on shareholding pattern of the Celestia SPVs, please refer to the section titled
“Overview of the PropShare Celestia” on page 63.
23. Br ief details of valuation of the asset The valuation included in this Key Information of the Scheme is from the valuation report
under PropShare Celestia dated January 6, 2026 (the “Valuation Report”) which has been issued by KZEN Valtech
Private Limited, represented by its director, Sachin Gulaty, independent valuer (“Valuer”),
with industry assessment services provided by JLL. For further details, please see “Valuation
Report” at Annexure 2.
The valuation has been undertaken to ascertain the market value of the property to be acquired
by PropShare Celestia through Celestia SPVs given the prevalent market conditions. In
consideration of the same, a detailed assessment of the site and surroundings has been
undertaken with respect to the prevalent activities, change in dynamics impacting the values
and the optimal use of the property vis-à-vis its surrounding sub-market, etc. The market value
of Project Celestia is ₹ 2,503.46 million as on September 30, 2025, derived from the Valuation
Report prepared by the Valuer.
In accordance with REIT Regulations, the Valuer has undertaken a valuation of the Project
Celestia. Consequent to the aforesaid valuation, the Valuer has prepared a Valuation Report
dated January 6, 2026, which has been included as Annexure 2.
A. Summary of Valuation and Valuation Methodology
For details of the valuation methodology adopted by the Valuer for undertaking valuation
of Project Celestia, please see “Valuation Report” at Annexure 2.
Although the Investment Manager believes that the industry and market data used by the
Valuer for the valuation as part of this Key Information of the Scheme is reliable, such
data has not been independently verified by the Investment Manager, the Trustee or the
Lead Manager, or any of their associates, affiliates or advisors. Such data involves risks,
uncertainties and numerous assumptions and is subject to change based on various
factors, including those disclosed in “Risk Factors- The Valuation Report obtained for
our 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” on page 53. Accordingly,
investment decisions should not be based solely on such information.
The extent to which the valuation assumptions used by the Valuer in their Valuation
Report as highlighted in this Key Information of the Scheme is meaningful depends on
the reader’s familiarity with and understanding of the methodologies used in undertaking
valuations.
B. Frequency of valuation
In accordance with Regulation 26ZJ of the REIT Regulations, the Investment Manager
shall ensure that Valuer shall carry out the full comprehensive valuation of Project
Celestia on an annual basis, and submit the report to the Investment Manager within two
months from the end of the Financial Year. Provided that in case of any material
development that may have an impact on the valuation of Project Celestia, the investment
manager shall require the Valuer to undertake full comprehensive valuation of the
4S.No. Particulars Contents
property under consideration within two months from the date of such event.
C. Declaration of NAV
The NAV of PropShare Celestia shall be declared and disclosed to the Stock Exchange
based on the latest valuation report as on March 31 of respective financial years and upon
occurrence of any material development.
24. Br ief description of ROFR, if any Not applicable.
25. Br ief details of the distribution policy The Investment Manager shall ensure that not less than 95% of the net distributable cash flows
(“NDCF”) of the Celestia SPVs are distributed to the scheme of the Trust, subject to
applicable provisions of the Companies Act, 2013. Further, the Investment Manager shall
declare and distribute 100% of the NDCF of the scheme of the Trust as distributions (“REIT
Distributions”) to the Celestia Unitholders. Such REIT Distributions are to be declared and
made at least once in every quarter of the financial year, and not later than 15 (fifteen) working
days from the end of the respective quarter. Further, the REIT Regulations require that the
distribution has to be made within 5 (five) working days from the record date, wherein record
date shall be the date which is two working days from the date of declaration of distribution.
If the Investment Manager fails to comply with this requirement, it will be liable to pay interest
to the Celestia Unitholders at the rate of 15% per annum for the delayed period. The
distributions are required to be made in Indian Rupees. Such interest shall not be recovered in
any form and manner by the Investment Manager from the Trust.
For further details on calculation of NDCFs at Scheme level, please refer to the section titled
“Distributions” on page 124.
26. Br ief details of fee and expenses Fee and expenses
charged or chargeable to the SM
REIT under this scheme Annual Expenses
The expenses to be charged to the PropShare Celestia (through the Trust) would include:
(i) fees payable to the Trustee (for rendering its services to PropShare Celestia);
(ii) fees payable to the Auditor;
(iii) fees payable to other intermediaries and consultants; and
(iv) other miscellaneous expenses.
Further, the PropShare Celestia will incur or reimburse expenses in relation to this Issue.
Recurring fees shall be incurred through PropShare Celestia or Celestia SPVs under the
management framework for the Project Celestia, as described above.
The estimated recurring expenses on an annual basis are as follows:
Payable by the Trust Estimated Expenses
Trustee Fees See Note 1
Fees Payables to Investment Manager Refer “-Fees Charged by Investment Manager” on
page 5.
Auditor Fee, Valuer Fees and others [●]*
* To be included in Final Key Information of the Scheme
Note 1: In addition to the initial acceptance fee of ₹ 0.13 million, the Trustee shall be entitled
to an annual fee of ₹ 0.10 million, exclusive of all applicable taxes and any other out of pocket
expenses, as applicable. The annual fee shall be subject to revision.
Fees Charged by Investment Manager
PropShare Celestia shall pay to the Investment Manager, whether directly or via Celestia
SPVs, the following:
1. Scheme management fee: Nil.
2. Property management fee: The Investment Manager shall not charge any fees for the FY
2026. With effect from FY 2027 and onwards, fees amounting to 0.50% of the Gross
Proceeds shall be charged.
3. Property acquisition fee: For all acquisitions by PropShare Celestia, including the current
5S.No. Particulars Contents
acquisition, the Investment Manager shall be entitled to a fee equivalent to 2.40% of the
value of the property including stamp duty.
4. One-time capital arrangement fee: The Investment Manager shall charge a one-time
capital arrangement fee for PropShare Celestia equivalent to 3.90% of the Gross
Proceeds.
5. Divestment fee: In the event of any divestment of Project Celestia by PropShare Celestia
post listing, the Investment Manager shall be entitled to a fee of up to 3.00% of the gross
sale value.
Issue Expenses
The total expenses of the Issue are estimated to be approximately ₹ [●] million. For details,
see “Use of Proceeds - Details of Issue Expenses” on page 139.
Total Expense Ratio of PropShare Celestia
The total expenses for PropShare Celestia are estimated to be approximately ₹ 0.94 million
for FY 2026*, ₹ 15.99 million for FY 2027, ₹ 16.37 million for FY 2028 and ₹ 16.78 million
for FY 2029.
* Projected total expenses for the year ending March 31, 2026 (i.e., the current financial year) includes
projections beginning from January 1, 2026 to March 31, 2026.
The breakup of total expenses is laid out in the table below:
(₹ in million)
Particulars Projected Expenses(1)
FY 2026* FY 2027 FY 2028 FY 2029
Projected PropShare 0.34 1.35 1.49 1.63
Celestia expenses(2)
Projected Celestia SPVs 0.60 2.41 2.65 2.92
expenses(3)
Property Management - 12.23 12.23 12.23
fees(4)
Total Expenses(5) 0.94 15.99 16.37 16.78
* Projected expenses for the year ending March 31, 2026 (i.e., the current financial year) includes projections beginning
from January 1, 2026 to March 31, 2026.
Accordingly, the Total Expense Ratio(6) of PropShare Celestia is estimated to be 0.04% for
FY 2026*, 0.65% for FY 2027, 0.67% for FY 2028 and 0.69% for FY 2029.
* Projected total expense ratio for the year ending March 31, 2026 (i.e., the current financial year)
includes projections beginning from January 1, 2026 to March 31, 2026.
Notes:
(1) For further details, please see “Risk Factor - Our 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” on page 51
and “Projections” at Annexure 1.
(2) Scheme expenses include operational expenses including Auditor fees, Trustee fees, and other direct
cost attributable to the Scheme.
(3) SPV expenses include operational expenses for the Project Celestia.
(4) For further details, please see “Management Framework – Fees Charged by Investment Manager”
on page 133.
(5) Total Expenses include Scheme expenses, SPV expenses, and Property Management fees.
(6) Total Expense Ratio is equal to Total Expenses divided by total investment by Celestia Unitholders.
For further details, please refer to the section titled “Management Framework” on page 132.
27. De tails with respect to top 5 risk The top five risks to our business, results of operations, cash flows and financial condition as
factors of the date of this Key Information of the Scheme are as follows:
1. We have not executed certain agreements for the proposed acquisition of the Project
Celestia and our ability to consummate these transactions will impact the ability of the
Investment Manager to complete this Issue.
2. PropShare Celestia has no operating history and may not be able to operate our business
successfully, achieve our business objectives or generate sufficient cash flows to make
or sustain distributions.
3. A substantial portion (approximately 97.32% of total Super Built-Up Area) of the
6S.No. Particulars Contents
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 our lessees' ability to
meet their obligations and, consequently, our revenues and financial condition.
4. Our 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.
5. Our 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.
For further details, please refer to the section titled “Risk Factors” on page 49.
7GENERAL
NOTICE TO INVESTORS
The statements contained in this Key Information of the Scheme relating to the Trust, PropShare Celestia and the Celestia Units
are, in all material respects, true, correct and adequate, not misleading, not containing any untrue statements or mis-statements
in order to enable the investors to make an informed decision as required by Regulation 26S(2) and 26S(3) of the REIT
Regulations. The opinions and intentions expressed in this Key Information of the Scheme with regard to the Trust, PropShare
Celestia and the Celestia Units are honestly held, have been reached after considering all relevant circumstances and are based
on reasonable assumptions and information presently available to the Trustee and the Investment Manager. There are no other
facts in relation to the Trust, PropShare Celestia, and the Celestia Units, the omission of which would, in the context of any
issue being made by the Trust, make any statement in this Key Information of the Scheme misleading in any material respect.
Further, the Investment Manager have made all reasonable enquiries to ascertain such facts and to verify the accuracy of all
such information and statements. As per Regulation 26S (1) of the REIT Regulations, this Key Information of the Scheme
contains all disclosures as are required to be disclosed in Schedule IIIA of the REIT Regulations and any other disclosure as
specified by the SEBI from time to time. This Key Information of the Scheme is required to be read in conjuncture with the
Key Information of the Trust.
Prospective investors acknowledge that they have not relied on the Lead Manager or any of their respective shareholders,
employees, counsel, officers, directors, representatives, agents or affiliates in connection with such person’s investigation of
the accuracy of such information or such person’s investment decision, and each such person must rely on his/her own
examination of the Trust, the PropShare Celestia and the merits and risks involved in investing in the Celestia Units. Prospective
investors should not construe the contents of this Key Information of the Scheme and the Key Information of the Trust as legal,
business, tax, accounting, or investment advice and accordingly, each investor is advised to consult its own advisors in respect
of the consequences of an investment in Celestia Units being issued. Bidders are also advised to read “Risk Factors” on page
49, before taking an investment decision with respect to any issue being made by the Trust.
No person is authorized to give any information or to make any representation not contained in this Key Information of the
Scheme and the Key Information of the Trust and any information or representation not so contained must not be relied upon
as having been authorized by or on behalf of the Trust or by or on behalf of the Lead Manager.
Unless otherwise stated, references in the section to “we”, “our” and “us” (including in the context of any financial or
operational information) are to the Trust, together with PropShare Celestia and the Celestia SPVs.
The Issue is being made in accordance with the REIT Regulations and the SEBI Guidelines. However, Bidders from
jurisdictions outside India should take note of the below:
Notice to Prospective Investors in the United States
The Celestia Units have not been recommended by any U.S. federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Key Information of
the Scheme and the Key Information of the Trust or approved or disapproved the Celestia Units. Any representation to the
contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their own
examination of the Trust, PropShare Celestia and the terms of the Issue, including the merits and risks involved. The Celestia
Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”) or any
other applicable law of the United States or with any securities regulatory authority of any state or other jurisdiction of the
United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
Accordingly, the Celestia Units are being offered and sold in “offshore transactions” as defined in, and in reliance on, Regulation
S under the Securities Act and the applicable laws of the jurisdictions where those offers and sales occur.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area (each an “EEA Member State”), no Celestia Units have
been offered or will be offered pursuant to the Issue to the public in that EEA Member State prior to the publication of a
prospectus in relation to the Celestia Units which has been approved by the competent authority in that EEA Member State or,
where appropriate, approved in another EEA Member State and notified to the competent authority in that EEA Member State,
all in accordance with the EU Prospectus Regulation, except that it may make an offer to the public in that EEA Member State
of any Celestia Units at any time under the following exemptions under the EU Prospectus Regulation:
(a) to any legal entity which is a qualified investor as defined under the EU Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the EU Prospectus
Regulation), subject to obtaining the prior consent of the Lead Manager for any such offer; or
8(c) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,
provided that no such offer of the Celestia Units shall require the Trust or the Lead Manager to publish a prospectus pursuant
to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.
For the purposes of this provision, the expression “offer to the public” in relation to the Celestia Units in any EEA Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and any
Celestia Units to be offered so as to enable an investor to decide to purchase or subscribe for any Celestia Units, and the
expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129.
THE TRUST WILL CONSTITUTE AN ALTERNATIVE INVESTMENT FUND FOR THE PURPOSE OF THE
EUROPEAN UNION DIRECTIVE ON ALTERNATIVE INVESTMENT FUND INVESTMENT MANAGERS
(DIRECTIVE 2011/61/EU) (“AIFMD”). THE ALTERNATIVE INVESTMENT FUND INVESTMENT MANAGER
(“AIFM”) OF THE TRUST WILL BE THE INVESTMENT MANAGER.
CELESTIA UNITS MAY ONLY BE MARKETED TO PROSPECTIVE INVESTORS WHICH ARE DOMICILED
OR HAVE A REGISTERED OFFICE IN A EUROPEAN ECONOMIC AREA (“EEA”) MEMBER STATE (“EEA
MEMBER STATE”) IN WHICH THE MARKETING OF CELESTIA UNITS HAS BEEN REGISTERED OR
AUTHORIZED (AS APPLICABLE) UNDER THE RELEVANT NATIONAL IMPLEMENTATION OF ARTICLE 42
OF AIFMD, AND IN SUCH CASES, ONLY TO EEA PERSONS WHICH ARE “PROFESSIONAL INVESTORS” OR
ANY OTHER CATEGORY OF PERSON TO WHICH SUCH MARKETING IS PERMITTED UNDER THE
NATIONAL LAWS OF SUCH EEA MEMBER STATE (EACH AN “EEA PERSON”). THIS KEY INFORMATION
OF THE SCHEME IS NOT INTENDED FOR, SHOULD NOT BE RELIED ON BY AND SHOULD NOT BE
CONSTRUED AS, AN OFFER (OR ANY OTHER FORM OF MARKETING) TO ANY OTHER EEA PERSON.
A “PROFESSIONAL INVESTOR” FOR THE PURPOSES OF AIFMD IS AN INVESTOR WHO IS CONSIDERED
TO BE A PROFESSIONAL CLIENT OR WHICH MAY, ON REQUEST, BE TREATED AS A PROFESSIONAL
CLIENT WITHIN THE RELEVANT NATIONAL IMPLEMENTATION OF ANNEX II OF DIRECTIVE 2004/39/EC
(MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE).
A LIST OF JURISDICTIONS IN WHICH THE INVESTMENT MANAGER AND/OR THE TRUST HAVE BEEN
REGISTERED OR AUTHORIZED (AS APPLICABLE) UNDER ARTICLE 42 OF AIFMD IS AVAILABLE FROM
THE INVESTMENT MANAGER ON REQUEST. IF THE INVESTMENT MANAGER HAS NOT BEEN
REGISTERED OR APPROVED IN A PARTICULAR EEA MEMBER STATE TO MARKET CELESTIA UNITS,
THEN THE TRUST IS NOT BEING MARKETED TO ANY EEA PERSON AT SUCH DATE IN THAT EEA
MEMBER STATE. TO THE EXTENT THAT AN AFFILIATE OF THE INVESTMENT MANAGER PROMOTES
THE TRUST IN AN EEA MEMBER STATE, THEN SUCH PROMOTION IS BEING UNDERTAKEN FOR AND ON
BEHALF OF THE INVESTMENT MANAGER IN SUCH CAPACITY.
Notice to Prospective Investors in the United Kingdom
THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE
MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT, 2000 (“FSMA”). RELIANCE ON THIS
PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
In relation to the United Kingdom (“UK”), no Celestia Units have been offered or will be offered pursuant to the Issue to the
public in the UK prior to the publication of a prospectus in relation to the Celestia Units which has been approved by the
Financial Conduct Authority in accordance with the UK Prospectus Regulation, except that it may make an offer to the public
in the UK of any Celestia Units at any time under the following exemptions under the UK Prospectus Regulation:
(a) to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus
Regulation), subject to obtaining the prior consent of the Lead Manager for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation,
provided that no such offer of the Celestia Units shall require the Trust or any Lead Manager to publish a prospectus pursuant
to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus
Regulation.
9In the UK, the Issue is only addressed to, and is directed only at, “qualified investors” within the meaning of Article 2(e) of the
UK Prospectus Regulation, who are also (i) persons having professional experience in matters relating to investments who fall
within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”); (ii) high net worth bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be
communicated (all such persons being referred to as “relevant persons”). This document must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this document relates is available only
to relevant persons and will be engaged in only with relevant persons.
For the purposes of this provision, the expression “offer to the public” in relation to the Celestia Units in the UK means the
communication in any form and by any means of sufficient information on the terms of the Issue and any Celestia Units to be
offered so as to enable an investor to decide to purchase or subscribe for any Celestia Units, and the expression “UK Prospectus
Regulation” means the UK version of Regulation (EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU
Exit) Regulations 2019, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.
Notice to Investors in certain other jurisdictions
The distribution of this Key Information of the Scheme and the Key Information of the Trust, the issue of the Celestia Units in
certain jurisdictions may be restricted by law. As such, this Key Information of the Scheme and the Key Information of the
Trust does not constitute and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For
more information, please see “Issue Information” on page 167.
In particular, no action has been taken by the Investment Manager or the Lead Manager which would permit an issue of the
Celestia Units or distribution of this Key Information of the Scheme and the Key Information of the Trust in any jurisdiction,
other than India. Accordingly, the Celestia Units may not be offered or sold, directly or indirectly, and neither this Key
Information of the Scheme and the Key Information of the Trust nor any Issue materials in connection with the Celestia Units
may be distributed or published in or from any country or jurisdiction that would require registration of the Celestia Units in
such country or jurisdiction.
Disclaimer
Any person or entity investing in such issue, transaction, invitation, offer, or sale of securities by the Trust should consult its
own advisors before taking any decision in relation thereto. Neither the Lead Manager, nor their associates or affiliates have
any responsibility or liability for such invitation, offer or sale of securities issue or transaction by the Trust.
SEBI Disclaimer
It is to be distinctly understood that submission of the Draft Key Information of the Scheme to SEBI should not in any way be
deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the
financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the
statements made or opinions expressed in the draft scheme offer document.
BSE Disclaimer
BSE Limited (the “Exchange”) has given vide its letter dated February 5, 2026, permission to this Trust to use the Exchange’s
name in this offer document as one of the stock exchanges on which this Units of this Trust are proposed to be listed. The
Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to this Trust. The Exchange does not in any manner: -
• warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
• warrant that this Trust Units will be listed or will continue to be listed on the Exchange; or
• take any responsibility for the financial or other soundness of the Trust, its Investment Manager or its Trustee;
and it should not for any reason be deemed or construed that this offer document has been cleared or approved by the
Exchange. Every person who desires to apply for or otherwise acquires the Units of this Trust may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of
any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by
reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
10DEFINITIONS AND ABBREVIATIONS
This Key Information of the Scheme uses the definitions and abbreviations set forth below which you should consider when
reading the information contained herein.
References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules,
guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision
shall include any subordinate legislation made under that provision.
The words and expressions used in this Key Information of the Scheme, but not defined herein shall have the meaning ascribed
to such terms under the Key Information of the Trust, the REIT Regulations, the SEBI Guidelines, the Depositories Act, 1996
and the rules and regulations made thereunder.
Notwithstanding the foregoing, the terms not defined but used in, “Projections” under Annexure 1, “Taxation”, “Industry
Overview” and “Legal and other Information” on pages 152, 74 and 141, respectively, shall have the meanings ascribed to
such terms in these respective sections.
In this Key Information of the Scheme, unless the context otherwise requires, a reference to “we”, “us” and “our” refers to
the Trust, PropShare Celestia and Celestia SPVs (as the context requires), collectively.
General Terms, Definitions and Abbreviations
Term Description
PropShare Celestia Related Terms
Associate Associate shall have the meaning set forth in Regulation 2(1)(b) of the REIT Regulations.
Auditor ASA & Associates LLP, Chartered Accountants, the statutory auditor of the Trust and the PropShare
Celestia.
Celestia SPVs Cendrix Realty Private Limited, Crestmont Realty Private Limited, Dhrivya Estates Private Limited,
Magnivio Private Limited, Samvrid Realty Private Limited and Stathos Private Limited
Celestia Unit(s) An undivided beneficial interest in the PropShare Celestia, and all issued and allotted Units together
represent the entire beneficial interest in the PropShare Celestia issued by the Trust.
Celestia Unitholder(s) Any person who owns any unit in the PropShare Celestia
CMRPL Crestmont Realty Private Limited
CRPL Cendrix Realty Private Limited
DEPL Dhrivya Estates Private Limited
Draft Key Information of the The draft key information of the scheme dated January 8, 2026, in relation to this Issue, filed with SEBI
Scheme and the Stock Exchange, and issued in accordance with the REIT Regulations, which does not contain
complete particulars of the Issue including the price at which the Celestia Units will be Allotted and the
Issue Size, including any addenda or corrigenda thereto.
Final Key Information of the The final key information of the scheme to be filed with SEBI and the Stock Exchange after the Pricing
Scheme Date in accordance with the REIT Regulations and REIT Master Circular containing, amongst other
things, the Issue Price that is determined at the end of the Book Building Process, the Issue Size, and
certain other information, including any addenda or corrigenda thereto.
Formation Transaction(s) The settlement of the Trust under the Indian Trusts Act, 1882, its registration as a small and medium
real estate investment trust with SEBI, following the settlement and registration of PropShare Celestia
as the third scheme of the Trust, in accordance with the REIT Regulations and the Trust Deed, including
the acquisition of Celestia SPVs by PropShare Celestia and subsequent acquisition of the Project
Celestia by Celestia SPVs.
Industry Consultant/ JLL Jones Lang LaSalle Property Consultants (India) Private Limited
Investment Management The investment management agreement dated June 27, 2024, entered into between the Trustee (on
Agreement behalf of Trust) and the Investment Manager, amended on July 19, 2024, November 5, 2024, February
21, 2025 and December 23, 2025.
Investment Manager or IM PropShare Investment Manager Private Limited
JLL Report The industry report titled “Industry Report for PropShare Celestia” dated January 5, 2026, issued by
JLL.
Key Information of the Scheme The key information of the scheme dated March 25, 2026, issued in relation to this Issue, filed with
SEBI and the Stock Exchange, and issued in accordance with the provisions of the REIT Regulations
11Term Description
and the REIT Master Circular, which does not have complete particulars of the Price Band and the Issue
Price at which the Celestia Units will be issued and the Issue Size, including any addenda or corrigenda
thereto.
Key Information of the Trust The key information of the Trust dated January 29, 2026, filed with SEBI and the Stock Exchange, and
issued in accordance with the REIT Regulations
Lead Manager Ambit Private Limited
Lease Deeds Lease deeds entered into between the Seller and respective tenants recording the terms like lease tenure,
lock-in period, rentals, etc.
Letter of Intent or LOI Non-binding letter of intent dated November 28, 2025, executed between the Investment Manager and
the Seller regarding acquisition of Project Celestia, supplemented by the addendum dated January 5,
2026, pursuant to which provisions have been agreed to be binding on the parties and further amended
by the addendum dated March 24, 2026
MPL Magnivio Private Limited
Parties to the Trust Collectively, the Trustee and the Investment Manager
Project Celestia Office premises bearing No. R209 to R214, C426 to C430, C1016 to C1030, C1301 to C1315, C1401
to C1414, C1501 to C1528 and C1616 to C1630 on 2nd, 4th, 10th, 13th, 14th, 15th and 16th floors in
the commercial building known as “Stratum @ Venus Grounds”. The total property area measures
2,07,838 sq. ft. (Super Built-Up Area) together with proportionate undivided area measures 26,910 sq.
ft.
PropShare Celestia / Scheme Third scheme of the Trust launched under the REIT Regulations for owning of real estate assets or
properties.
Registrar to the Issue KFin Technologies Limited
Scheme Loan Agreements The scheme loan agreements dated February 13, 2026, entered into amongst the Trustee (acting on
behalf of the Trust), the Investment Manager and the respective Celestia SPVs
Securities Purchase Agreements The securities purchase agreements dated February 13, 2026, entered into amongst the Trustee (acting
or SPAs on behalf of the Trust), the Investment Manager, shareholders of Celestia SPVs and the respective
Celestia SPVs.
Securities Subscription The securities subscription agreements dated February 13, 2026, entered into amongst the Trustee
Agreements (acting on behalf of the Trust), the Investment Manager and the respective Celestia SPVs in relation to
subscription of securities of Celestia SPVs by PropShare Celestia
Seller Venus Infrastructure and Developers Private Limited
SPL Stathos Private Limited
SRPL Samvrid Realty Private Limited
SPVs A special purpose vehicle, as defined under Regulation 2(1)(zs) of the REIT Regulations
Trust Deed The trust deed dated June 27, 2024 as amended on July 19, 2024, February 21, 2025, December 12,
2025 and December 12, 2025 entered into amongst the PropShare Investment Manager Private Limited
and the Trustee.
Trust Property Share Investment Trust
Trustee Axis Trustee Services Limited
Valuer KZEN Valtech Private Limited (represented by its Director, Sachin Gulaty, a registered valuer).
Issue related terms
Term Description
Allocated or Allocation Following the determination of the Issue Price by the Investment Manager, in consultation with the Lead
Manager, the allocation of Celestia Units to Bidders on the basis of the Application Form submitted by
the Bidder.
Allot or Allotment Unless the context otherwise requires, the issue, transfer, and allotment of Celestia Units to be issued
and transferred pursuant to the Issue.
Allotment Advice Note, advice or intimation of Allotment sent to the successful Bidders who have been or are to be Allotted
Units after the Basis of Allotment has been approved by the Designated Stock Exchange.
12Term Description
Allottees The successful Bidders to whom Celestia Units are Allotted.
Application Supported by Application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorizing an
Blocked Amount or ASBA SCSB to block the Bid Amount in the ASBA Account.
ASBA Account Bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form submitted
by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form.
ASBA Bid A Bid made by an ASBA Bidder including all revisions and modifications thereto as permitted under
the REIT Regulations and the REIT Master Circular.
ASBA Bidder All Bidders
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will be considered
as the application for Allotment in terms of this Key Information of the Scheme and the Final Key
Information of the Scheme.
Banker to the Issue Collectively, the Escrow Collection Bank, the Public Issue Account Bank and the Refund Bank, as the
case may be, in this case being HDFC Bank Limited.
Basis of Allotment The basis on which Celestia Units will be Allotted to successful Bidders under the Issue and which is
described in “Issue Information” on page 167.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable by the Bidder
or blocked in the ASBA Account of the ASBA Bidder upon submission of the Bid in the Issue.
Bid cum Application Form The ASBA Form
Bid Lot 1 Celestia Unit
Bid(s) An indication to make an offer during the Bid/ Issue Period by an ASBA Bidder pursuant to submission
of the ASBA Form, to subscribe to or purchase Celestia Units of the Trust at a price within the Price
Band, including all revisions and modifications thereto as permitted under the REIT Regulations and the
REIT Master Circular. The term “Bidding” shall be construed accordingly.
Bid/ Issue Closing Date The date after which the Designated Intermediaries will not accept any Bids, which will be published in
(i) all editions of Financial Express (a widely circulated English national daily newspaper); (ii) all
editions of Jansatta (a widely circulated Hindi national daily newspaper); and (iii) Bangalore editions of
Vishwavani (a Kannada daily newspaper with wide circulation in Bangalore).
Bid/ Issue Opening Date The date on which the Designated Intermediaries shall start accepting Bids, which will be published in
(i) all editions of Financial Express (a widely circulated English national daily newspaper) (ii) all editions
of Jansatta (a widely circulated Hindi national daily newspaper) and (iii) Bangalore editions of
Vishwavani (a Kannada daily newspaper with wide circulation in Bangalore).
Bid/ Issue Period The period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, inclusive of both days,
during which prospective Bidders can submit their Bids, including any revisions thereof.
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Key Information of the Scheme
and the Bid cum Application Form.
Bidding Centers Centers at which the Designated Intermediaries shall accept ASBA Forms, i.e., Designated SCSB
Branches for SCSBs, Specified Locations for Syndicate, Broker Centres for Registered Brokers,
Designated RTA Locations for RTAs and Designated CDP Locations for CDPs.
Book Building Process The book building process, as provided under the REIT Regulations and the REIT Master Circular.
Cap Price Higher end of the Price Band, subject to any revision thereto being ₹ [●] per Celestia Unit, above which
the Issue Price will not be finalized and above which no Bids will be accepted.
Cash Escrow Agreement The cash escrow agreement dated March 25, 2026, entered into amongst the Trustee (on behalf of the
Trust for PropShare Celestia), the Investment Manager, the Registrar to the Issue, the Escrow Collection
Bank, the Public Issue Bank, the Refund Bank, the Syndicate Members, the Lead Manager, for, inter
alia, collection of the Bid Amounts and processing refunds, if any, of the amounts collected, from/ to
the Bidders.
Client ID Client identification number maintained with one of the Depositories in relation to a demat account.
Closing Date The date on which Allotment of Units pursuant to the Issue is expected to be made.
Collecting Depository Participant A depository participant as defined under the Depositories Act, 1996, registered with SEBI and who is
or CDP eligible to procure Bids at the Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI.
13Term Description
Cut-off Price The Issue Price of the Units to be Allocated pursuant to the Issue which shall be finalized by the
Investment Manager, in consultation with the Lead Manager.
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor
status, PAN, occupation, bank account detail and UPI ID, wherever applicable.
Depository Participant or DP A depository participant as defined under the Depositories Act.
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the
website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at
such other website as may be prescribed by SEBI from time to time.
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with name s and contact details of the Collecting
Depository Participants eligible to accept Bid cum Application Forms are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com).
Designated Date The date on which funds are transferred from the Escrow Accounts and/ or the instructions are issued to
SCSBs for the transfer of amounts blocked by the SCSBs in the ASBA Accounts, as the case may be, to
the Public Issue Account or the Refund Account, as appropriate.
Designated Intermediaries Syndicate, sub-syndicate/members, SCSBs, Registered Brokers, CDPs and RTAs, who are authorized to
collect ASBA Forms from the ASBA Bidders, in relation to the Issue.
Designated RTA Locations Such locations of the RTAs where Bidders can submit ASBA Forms to RTAs. The details of such
Designated RTA Locations, along with names and contact details of the RTAs eligible to accept Bid
cum Application Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com).
Designated Stock Exchange BSE Limited
DP ID Depository Participant’s Identification
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation under the
Issue and in relation to whom the ASBA Form and this Key Information of the Scheme have constituted
an invitation to subscribe to the Units.
Escrow Account ‘No-lien’ and ‘non-interest bearing’ account opened with the Escrow Collection Bank and in whose
favour money will be transferred through direct credit/NEFT/NECS/RTGS in respect of the Bid Amount
when submitting a Bid.
Escrow Collection Bank Bank which is a clearing member and registered with SEBI as banker to an issue, under the Securities
and Exchange Board of India (Bankers to an Issue) Regulations, 1994, and with whom the Escrow
Account has been opened, in this case being HDFC Bank Limited.
First Bidder Bidder whose name shall be mentioned first in the Bid cum Application Form or the Revision Form and
in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in
joint names.
Floor Price The lower end of the Price Band, subject to any revision thereto, in this case being ₹ [●] at or above
which the Issue Price will be finalized and below which no Bids will be accepted.
Fresh Issue The fresh issue of up to [●] Celestia Units aggregating up to ₹ 2,446.50 million by PropShare Celestia
of the Trust.
Gross Proceeds The gross proceeds of the Issue that will be available to the PropShare Celestia
Institutional Investor Portion Portion of the Issue being not more than 75% of the Net Issue, comprising not more than [●] Celestia
Units which shall be available for allocation to Institutional Investors, subject to valid Bids being
received at or above the Issue Price.
Institutional Investors Institutional Investor means (i) a Qualified Institutional Buyer, or (ii) a family trust or intermediary
registered with SEBI, with net-worth of more than ₹5,000 million as per the last audited financial
statements.
Issue Price ₹ [●] per Celestia Unit, being the final price at which Celestia Units will be Allotted to successful
Bidders, in terms of this Key Information of the Scheme. The Issue Price will be decided by the
Investment Manager in consultation with the Lead Manager on the Pricing Date.
Issue Proceeds The Gross Proceeds of the Issue pursuant to the Fresh Issue.
Issue Size The Issue, aggregating up to ₹ 2,446.50 million.
Listing Date The date on which the Celestia Units of the Trust will be listed on the Stock Exchange.
14Term Description
Minimum Bid Size ₹1 million for Bidders
NAV Net asset value per unit
Net Issue Issue Size minus Investment Manager’s contribution (i.e. 5% of the Issue Size)
Net Proceeds Proceeds of the Fresh Issue, i.e., Gross Proceeds less issue expenses. For further details regarding the
use of Net Proceeds and the issue expenses, see “Use of Proceeds” on page 135.
Non-Institutional Investors All Bidders, that are not QIBs, who have Bid for Celestia Units in the Issue.
Non-Institutional Portion Portion of the Issue being not less than 25% of the Net Issue, comprising at least [●] Units, which shall
be available for allocation on a proportionate basis to Non-Institutional Investors, subject to valid Bids
being received at or above the Issue Price.
Non-Resident Indian or Non- An individual resident outside India who is a citizen or is an ‘overseas citizen of India’ cardholder within
Resident the meaning of Section 7A of the Citizenship Act, 1955 and includes a Non-Resident Indian, FVCIs,
FIIs and FPIs.
Price Band Price band between the Floor Price and the Cap Price. The Price Band will be decided by the Investment
Manager, in consultation with the Lead Manager, and will be advertised at least two Working Days prior
to the Bid/ Issue Opening Date, on the websites of the Trust, the Investment Manager, and shall be made
available to the Stock Exchange for the purpose of uploading on their respective websites.
Pricing Date The date on which the Investment Manager in consultation with the Lead Manager shall finalise the Issue
Price.
Public Issue Account Bank The bank which are a clearing member and registered with SEBI under the SEBI (Bankers to an Issue)
Regulations, 1994, as a banker to an issue and with which the Public Issue Account will be opened for
collection of Bid Amounts from the Escrow Account and ASBA Accounts on the Designated Date, in
this case being HDFC Bank Limited.
Public Issue Account ‘No-lien’ and ‘non-interest bearing’ bank account opened to receive monies from the Escrow Account
and from the ASBA Accounts on the Designated Date.
Qualified Institutional Buyers or Qualified institutional buyers as defined in Regulation 2(l)(ss) of the SEBI ICDR Regulations.
QIB(s)
Refund Account ‘No-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from which refunds, if any
of the whole or part of the Bid Amount to Anchor Investors (as applicable) shall be made.
Refund Bank HDFC Bank Limited
Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals, other than the Lead
Manager and the Syndicate Members, eligible to procure Bids in terms of the master circular No.
SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/90, ‘Master circular for stock brokers’, dated June 17,
2025 issued by SEBI
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure RTAs Bids at the
Agents or RTAs Designated RTA Locations in terms of master circular no. SEBI/HO/MIRSD/MIRSD-
PoD/P/CIR/2025/91 dated June 23, 2025 issued by SEBI.
Revision Form Form used by the Bidders to modify the quantity of the Celestia Units or the Bid Amount in any of their
ASBA Form(s) or any previous Revision Form(s).
Bidders are not allowed to withdraw or lower their Bids (in terms of number of the Celestia Units or the
Bid Amount) at any stage. Bidders are permitted to make upward revisions in their Bids.
Self Certified Syndicate Bank(s) The banks registered with SEBI, which offer the facility of ASBA where the Bid Amount will be blocked
or SCSB(s) by authorising an SCSB, a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable and updated from time to time and at such other websites as may be prescribed by SEBI from
time to time.
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders.
Syndicate Agreement The syndicate agreement dated March 25, 2026, entered into between the Trustee, the Investment
Manager, the Lead Manager and the Syndicate Member in relation to collection of Bid cum Application
Forms by the Syndicate.
Syndicate Member Intermediaries (other than the Lead Manager) registered with SEBI who are permitted to accept bids,
applications and place order with respect to the Issue and carry out activities as an underwriter, namely,
Ambit Capital Private Limited
15Term Description
Syndicate or Member of the The Lead Manager and the Syndicate Member.
Syndicate
Underwriter [●]
Underwriting Agreement Agreement to be entered into between the Trustee (on behalf of the Trust and the Scheme), the
Underwriter and the Investment Manager.
Working Day All days on which commercial banks in Mumbai, Maharashtra, India are open for business. In respect
of announcement of Price Band and Bid/ Issue Period, Working Day shall mean all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business.
In respect of the time period between the Bid/ Issue Closing Date and the listing of the Equity Shares on
the Stock Exchanges, “Working Day” shall mean all trading days of the Stock Exchanges, excluding
Sundays and bank holidays in India, as per circulars issued by SEBI.
General Terms
Term Description
AIF Alternative Investment Funds
BFSI Banking, Financial Services and Insurance
BRTS Bus Rapid Transit System
BSE BSE Limited
Calendar Year or CY One-year period that begins on January 1st of that year and ends on December 31st of that year.
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF Regulations
CBD Central Business District
CDSL Central Depository Services (India) Limited
CEO Chief Executive Office
CFO Chief Financial Officer
CIN Corporate Identity Number
Companies Act or Companies Companies Act, 2013, along with the relevant rules made thereunder.
Act, 2013
Depositories Act Depositories Act, 1996
Depository A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and
Participant) Regulations, 2018.
DIN Director Identification Number
Distribution Policy The distribution policy of the Trust adopted by the Investment Manager pursuant to a resolution of the
IM Board dated September 17, 2024, and as amended on July 7, 2025.
EBITDA Earnings before finance costs, depreciation, amortisation and tax.
EBITDA Margin (%) EBITDA (as defined above)
Revenue from operations
EU European Union
FEMA Rules Foreign Exchange Management (Non- debt Instruments) Rules, 2019
FII(s) Foreign Institutional Investor(s)
Financial year or Fiscal year or Period of 12 months ended March 31 of that particular year, unless otherwise specified.
Fiscal or FY
FPI(s) Foreign Portfolio Investor(s)
FVCI(s) Foreign Venture Capital Investor(s)
GoI or Government Government of India
Gross Rentals Total rentals received from the tenants
IFRS International Financial Reporting Standards
16Term Description
Ind AS Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended.
Indian GAAP Generally Accepted Accounting Principles in India notified under Section 133 of the Companies Act,
2013 and read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and Companies
(Accounting Standards) Amendment Rules, 2016.
Indian GAAS Generally Accepted Auditing Standards in India
INR/ Rupees/ Rs./ ₹ Indian Rupees
InvIT Infrastructure Investment Trust
IPO Initial public offer
IRDAI Insurance Regulatory and Development Authority of India
IT Act Income Tax Act, 1961, as amended from time to time.
Leasable Area/ Super Built-Up The leasable area of Project Celestia for which occupancy certificate has been received from the relevant
Area authorities and is calculated by adding to the carpet area, a proportionate share of all common areas
including but not limited to lobbies, corridors, staircases, lifts, lift lobbies, entrance areas, amenity
spaces, mechanical and electrical rooms, fire escapes, and other common facilities and infrastructure
within the building, and shall include the area covered by the external walls of the premises.
LLP Limited Liability Partnership
MCA Ministry of Corporate Affairs
Mn/ mn million
msf Million square feet
NA Not Applicable
NDCF Net Distributable Cash Flow
NOI Margin (%) NOI (as defined below)
Revenue from Operations
NOI or Net Operating Income Revenue from operations minus direct operating expenses
NRE Non-Resident External
NRO Non-Resident Ordinary
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCBs or Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of at
Body least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission granted to OCBs under
FEMA. OCBs are not allowed to invest in the Issue.
Occupancy (%) Occupied Area
Leasable Area
Occupied Area Leasable area which is occupied by tenants under relevant Lease Deeds as on a specific time.
OCD Optionally convertible debentures
PAN Permanent Account Number
PBD Peripheral Business Districts
Projections Projections of PropShare Celestia and Celestia SPVs for FY 2026, FY 2027, FY 2028 and FY 2029,
prepared in accordance with the REIT Regulations, REIT Master Circular and SEBI Guidelines.
Projections Period The period of the current fiscal year beginning from January 1, 2026 to March 31, 2026 and the three
fiscal years commencing April 1, 2026 and ending March 31, 2029.
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended from time to time
Regulation S Regulation S under the Securities Act
17Term Description
REIT Real Estate Investment Trust
REIT Master Circular Master Circular for Real Estate Investment Trusts dated July 11, 2025, as amended.
SBD Secondary Business District
SEBI Securities and Exchange Board of India
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended.
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI Guidelines Circulars, guidelines and clarifications issued by the SEBI under the REIT Regulations, from time to
time.
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
SEBI REIT Regulations or REIT Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, as amended.
Regulations
SEBI VCF Regulations The erstwhile Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as
repealed pursuant to the SEBI AIF Regulations.
Securities Act U.S. Securities Act of 1933, as amended
Sf or sq. ft. Square feet
SM REIT Small and medium real estate investment trusts
Stock Exchange BSE
Stock Exchanges Together, BSE and NSE
STT Securities Transaction Tax
Trust Act Indian Trusts Act, 1882
U.S. or U.S.A or United States United States of America
USD or “US$ United States Dollars
Valuation Report The valuation report dated January 6, 2026, issued by KZEN Valtech Private Limited.
VCFs Venture capital funds as defined in and registered with the SEBI under the SEBI VCF Regulations or
the SEBI AIF Regulations, as the case may be.
WALE Weighted Average Lease Expiry (weighted according to Super Built-Up Area)
Yield or Yield % NDCF
Gross Proceeds
18PRESENTATION OF FINANCIAL DATA AND OTHER INFORMATION
Certain Conventions
All references in this Key Information of the Scheme to “India” are to the Republic of India and its territories and possessions
and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government”
are to the Government of India or the relevant state government, as applicable.
Unless stated otherwise, all references to page numbers in this Key Information of the Scheme are to the page numbers of this
Key Information of the Scheme.
Financial Data
Celestia SPVs are recently incorporated entities. Therefore, no financial information has been included in this Key Information
of the Scheme, in relation to the Trust. Further, the Project Celestia is currently owned by a third-party seller, being Venus
Infrastructure and Developers Private Limited (the “Seller”). As Project Celestia is an identified portion of certain floors of a
larger commercial building i.e., Stratum @ Venus Grounds, which is owned and operated by the Seller, the financial statement
for PropShare Celestia based on the paragraph 3.20.3 - “Preparation of Combined Financial Statements” set forth under Section
(G) of Chapter 3 of REIT Master Circular cannot be prepared and hence are not available. Therefore, there is no specific discrete
historical financial information/ statements available or applicable with respect to Project Celestia for the past periods, either
with the Seller or the Investment Manager.
Further, the Investment Manager was incorporated on April 2, 2024. The summary of financial information of the Investment
Manager for FY 2025 have been included in this Key Information of the Scheme. For further details, please see “Summary
Financial Information of the Investment Manager” on page 128.
Further, this Key Information of the Scheme includes Projections for the Projections Period, prepared in accordance with the
REIT Regulations and the REIT Master Circular. For information, please see “Projections” at Annexure 1. Please also refer to
“Risk Factors - Our 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.”
on page 51.
The degree to which the financial information included in this Key Information of the Scheme will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the
Companies Act, the Indian GAAP, Ind AS, IFRS, the REIT Regulations and the REIT Master Circular. Any reliance by persons
not familiar with the accounting policies and practices on the financial disclosures presented in this Key Information of the
Scheme should accordingly be limited.
In this Key Information of the Scheme any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off.
Certain Non-GAAP Financial Metrics
The body of generally accepted accounting principles is commonly referred to as GAAP. Our management believes that the
presentation of certain non-GAAP measures are supplementary measures of our performance which provides additional useful
information to investors regarding our performance and trends related to our results of operations and liquidity that is not
required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or U.S. GAAP. Accordingly, we believe that when
non-GAAP financial information is viewed with GAAP or Ind AS financial information, investors are provided with a more
meaningful understanding of our ongoing operating performance and financial results. For this reason, we are including in this
Key Information of the Scheme information regarding our EBITDA, EBITDA Margin, NOI, NOI Margin, Net Distributable
Cash Flow and certain other metrics based on or derived from these metrics.
However, these financial measures are not measures of our financial performance or liquidity based on GAAP, Ind AS or any
other internationally accepted accounting principles, and you should not consider such items and should not be considered in
isolation or as an alternative to the historical financial results or other indicators of our cash flow based on Ind AS or IFRS. In
addition, these non-GAAP measures are not standardized terms and these non-GAAP financial measures, as defined by us and
included herein, may not be comparable to similarly titled measures as presented by other entities due to differences in the way
non-GAAP financial measures are calculated and hence have limited usefulness as comparative measures. The non-GAAP
financial information contained in this Key Information of the Scheme is not intended to comply with the reporting requirements
of the United States Securities and Exchange Commission (the “SEC”) and will not be subject to review by the SEC. Even
though the non-GAAP financial measures are used by management to assess our financial position, financial results and
liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools, and
you should not consider them in isolation or as substitutes for analysis of our financial position or results of operations as
reported under Ind AS or IFRS.
19Earnings before finance costs, depreciation, amortization, exceptional items and tax (“EBITDA”) and EBITDA Margin
We present EBITDA and EBITDA Margin for projections periods in this Key Information of the Scheme.
EBITDA and EBITDA Margin do not have a standardized definition under Ind AS or IFRS, and our method of calculating
EBITDA and EBITDA Margin may be different from the method used by most other companies/REITs to calculate EBITDA
and EBITDA Margin, respectively. We cannot assure you that our EBITDA and EBITDA Margin calculation will always be
comparable with similarly named measures presented by other companies/REITs. For information, please see “Definitions and
Abbreviations” on page 11.
EBITDA and EBITDA Margin for the Projections Period are subject to the inherent limitations generally involved in presenting
Projections figures, as well as the assumptions set forth therein. EBITDA and EBITDA Margin are not recognized measures
under Ind AS or IFRS. EBITDA and EBITDA Margin should not be considered by themselves or as substitutes for net income,
operating income or cash flow from operations or related margins or other measures of operating performance, liquidity or
ability to pay dividends. For the Projections Period, we do not present a reconciliation of EBITDA to profit/(loss) after tax for
the year (EBITDA’s most comparable GAAP measure), as we have not included the projections of additional expense items
required to arrive at the projected profit after tax. Further, we do not present profit/(loss) after tax in equal or greater prominence
as EBITDA as would have been required under an offering registered with the SEC. For more information, please see
“Projections” at Annexure 1.
Net operating income (“NOI”) and NOI Margin
We present NOI and NOI Margin in this Key Information of the Scheme. We calculate NOI as the revenue from operations,
less direct operating expenses and NOI Margin as a ratio of NOI to revenue from operations.
NOI as calculated by us is a primary driver of our managerial assessments and decision-making process. We therefore consider
NOI to be a meaningful supplemental financial measure of our performance when considered with the Special Purpose
Condensed Combined Financial Statements determined in accordance with Ind AS. We believe NOI is helpful to investors in
understanding the performance of our business segments because it provides a direct measure of our operating results.
NOI and NOI Margin do not have a standardized meaning, nor are they recognized measures under Ind AS or IFRS and may
not be comparable with measures with similar names presented by other companies/REITs. NOI and NOI Margin should not
be considered by themselves or as substitutes for comparable measures under Ind AS or IFRS or other measures of operating
performance, liquidity, or ability to pay dividends. Our NOI and NOI Margin may not be comparable to the NOI and NOI
Margin of other companies/REITs due to the fact that not all companies/REITs use the same definition of NOI and NOI Margin.
Accordingly, there can be no assurance that our basis for computing this non-GAAP measure is comparable with that of other
companies/REITs.
Further, for the Projections Period, we do not present a reconciliation of NOI to profit/(loss) after tax for the year (NOI’s most
directly comparable Ind AS measure), as we have not included the projections of additional expense items required to arrive at
the projected profit after tax. Further, we do not present profit/(loss) after tax in equal or greater prominence as NOI as would
have been required under an offering registered with the SEC. For more information, please see “Projections” at Annexure 1.
Net Distributable Cash Flow (“NDCF”)
We present NDCF in this Key Information of the Scheme. We calculate NDCF in the manner specified in the section titled
“Distributions” on page 124. NDCF is a significant performance metric, the framework for which is adopted by the Investment
Manager in line with the REIT Regulations, REIT Master Circular and SEBI Guidelines issued thereunder. The Investment
Manager believes this metric serves as a useful indicator of the PropShare Celestia’s expected ability to provide a cash return
on investment. NDCF is not a recognized measure under Ind AS or IFRS and may not be comparable with measures with
similar names presented by other companies/REITs. NDCF should not be considered by itself or as a substitute for net income,
operating income or cash flow from operating activities or related margins or other measures of operating performance, liquidity
or ability to pay dividends. For more information, please see “Projections” at Annexure 1.
Currency and Units of Presentation
All references to:
• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India; and
• “USD” or “US$” are to United States Dollar, the official currency of the United States.
Exchange Rates
20This Key Information of the Scheme contains conversion of certain other currency amounts into Indian Rupees. These
conversions should not be construed as a representation that these currency amounts could have been, or can be converted into
Indian Rupees, at any particular rate.
The following table sets forth, for the dates indicated, information with respect to the exchange rate between the Rupee and the
US$ (in Rupees per US$):
Currency Exchange rate as at
December 31, 2025 March 31, 2025* March 31, 2024** March 31, 2023
1 USD 89.92 85.58 83.38 82.22
Source: https://www.fbil.org.in/
* Since March 31, 2025 was a public holiday, March 30, 2025 was a Sunday and March 29, 2025 was a Saturday, the exchange rate was considered as on
March 28, 2025.
** Since March 31, 2024, was a Sunday, March 30, 2024 was a Saturday and March 29, 2024 was a public holiday on account of Good Friday, the exchange
rate was considered as on March 28, 2024.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Key Information of the Scheme issued by the Trust has been
obtained or derived from the report titled “Industry Report for PropShare Celestia” dated January 5, 2026, issued by JLL, which
have been paid for and commissioned by our Investment Manager for an agreed fee. Further, the industry related data, market
intelligence and other data pertaining to the Project Celestia and the Scheme has been provided by JLL to the Valuer, for the
purpose of undertaking the valuation exercise in relation to the Issue and accordingly has been included as part of the Valuation
Report and elsewhere in this Key Information of the Scheme. Our Investment Manager has appointed JLL pursuant to an
engagement letter dated December 17, 2025.
The data used in these sources may have been re-classified by us for the purposes of presentation. Data from these sources may
also not be comparable. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on
various factors, including those disclosed in “Risk Factor - 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 our behalf”
on page 55. Accordingly, investment decisions should not be based solely on such information.
The extent to which the market and industry data used in this Key Information of the Scheme issued by the Trust is meaningful
depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which business of the Trust is conducted, and methodologies and
assumptions may vary widely among different industry sources.
In this regard, JLL has issued the following disclaimer:
“Jones Lang LaSalle® takes due care and caution in preparing the Report and certain information contained in the Report
shall be obtained by Jones Lang LaSalle from sources, which it considers reliable. While Jones Lang LaSalle shall obtain
information from sources it believes to be reliable, Jones Lang LaSalle does not undertake a duty of due diligence or
independent verification of any information it receives. Jones Lang LaSalle shall retain all proprietary rights in any materials,
methods, templates, modules or knowhow that existed prior to or developed after the commencement of Services. Jones Lang
LaSalle shall also retain all intellectual property rights in all Reports provided by it. Reports may not be used for any unlawful
or unauthorized purposes. Report is provided on an "as is" basis.
In no event shall Jones Lang LaSalle Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory,
punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or
lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Report, even if advised of
the possibility of such damages. Jones Lang LaSalle is not liable for investment decisions, which may be based on the views
expressed in this Report. Jones Lang LaSalle especially states that it has no financial liability whatsoever to the subscribers /
users/ transmitters/ distributors of the Report.
Notwithstanding anything said to the contrary, Jones Lang LaSalle shall not be named or construed as an “expert” in
accordance with the applicable provisions of the Companies Act, 2013 or any other applicable laws, in relation to the
statements contained in the Report and proposed to be included in the offer documents, and any other documents to be issued
in relation to the Offer.
Jones Lang LaSalle assumes no obligation to update the Report following publication in any form or format. Jones Lang LaSalle
does not act as a fiduciary or an investment advisor.”
21Valuation data
Unless stated otherwise, the valuation included in this Key Information of the Scheme is from the Valuation Report dated
January 6, 2026, issued by KZEN Valtech Private Limited, represented by its director, Sachin Gulaty, independent valuer
(“Valuer”), with industry assessment services provided by JLL. For details, see “Valuation Report” at Annexure 2.
The valuation has been undertaken to ascertain the market value of the property to be acquired by PropShare Celestia through
Celestia SPVs given the prevalent market conditions. In consideration of the same, a detailed assessment of the site and
surroundings has been undertaken with respect to the prevalent activities, change in dynamics impacting the values and the
optimal use of the property vis-à-vis its surrounding sub-market, etc. The valuations are based on asset specific information
provided by the Investment Manager. The same has been assumed to be correct and has been used for valuation exercise. Where
it is stated in the Valuation Report that another party has supplied information to the Valuer, this information is believed to be
reliable, but the Valuer can accept no responsibility if this should prove not to be so.
The valuation of Project Celestia has been carried out in accordance with provisions of the REIT Regulations. The valuation
exercise is based on prevailing market dynamics as on the date of valuation and does not take into account any unforeseeable
developments which could impact the same in the future. Assumptions are a necessary part of undertaking valuations. The
Valuer has adopted assumptions for the purpose of providing valuation advice because some matters are not capable of accurate
calculation or fall outside the scope of the Valuer’s expertise, or the Valuer’s instructions. The reader accepts that the valuation
contains certain specific assumptions and acknowledges and accepts the risk that if any of the assumptions adopted in the
valuation are incorrect, then this may have an effect on the valuation.
Valuation Methodology
For details of the valuation methodology adopted by the Valuer for the Project Celestia, please see “Valuation Report” at
Annexure 2.
Although the Investment Manager believes that the industry and market data used by the Valuer for the valuation as part of this
Key Information of the Scheme is reliable, such data has not been independently verified by the Investment Manager, the
Trustee or the Lead Manager, or any of their associates, affiliates or advisors. Such data involves risks, uncertainties and
numerous assumptions and is subject to change based on various factors, including those disclosed in “Risk Factors - The
Valuation Report obtained for our 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” on page 53. Accordingly, investment decisions should not be based
solely on such information.
The extent to which the valuation assumptions used by the Valuer in their Valuation Report as highlighted in this Key
Information of the Scheme is meaningful depends on the reader’s familiarity with and understanding of the methodologies used
in undertaking valuations.
Websites
The information contained on our website, the websites of our Investment Manager, the Trustee, the Lead Manager or the other
websites referenced in this Key Information of the Scheme or that can be accessed through our websites or such other websites,
neither constitutes part of this Key Information of the Scheme, nor is it incorporated by reference therein (unless otherwise
specified) and should not form the basis of any investment decision. For details of the websites of the Investment Manager and
the Trustee, please see “General Information” on page 45.
22FORWARD-LOOKING STATEMENTS
Certain statements contained in this Key Information of the Scheme and the Key Information of the Trust that are not statements
of historical fact constitute “forward-looking statements”. Bidders can generally identify forward-looking statements by
terminology such as “aim”, “anticipate”, “believe”, “continue”, “can”, “could”, “estimate”, “expect”, “intend”, “likely to”,
“may”, “objective”, “plan”, “potential”, “project”, “pursue”, “propose”, “seek to”, “shall”, “should”, “will”, “would”, or other
words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of the Trust and
scheme of the Trust and the projections are also forward-looking statements. However, these are not the exclusive means of
identifying forward-looking statements.
All statements regarding the expected financial conditions, results of operations, business plans and prospects of the Trust and
the PropShare Celestia including the Projections (projections related to the PropShare Celestia and Celestia SPVs thereunder)
are forward-looking statements. These forward-looking statements include statements as to the business strategy, statement on
projected revenue, projected EBITDA, projected cash flow from operating activities, projected net distributable cash flows and
projected net operating income (including, without limitation, any financial or operating data, projections or forecasts), new
business and other matters in relation to the PropShare Celestia discussed in this Key Information of the Scheme, that are not
historical facts.
The Valuation Report in relation to the Project Celestia is also based on certain projections and estimates and should be read
together with assumptions and notes thereto.
Actual results may differ materially from those suggested by the forward-looking statements or financial projections due to
certain known or unknown risks or uncertainties associated with the Investment Manager’s expectations with respect to, but
not limited to, the actual growth in the real estate sector, consumer spending, transaction and other restructuring strategy, growth
and expansion plans, technological changes, cash flow projections, the outcome of any legal or regulatory proceedings and the
future impact of new accounting standards, regulatory changes pertaining to the real estate sector in India and our Investment
Manager’s ability to respond to them, and general economic and political conditions in India which have an impact on our
business activities or investments, changes in competition and the Investment Manager’s ability to operate and maintain the
portfolio. By their nature, certain of the market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual future gains, losses or impact our business operations and financial conditions
could materially differ from those that have been estimated.
Factors that could cause actual results, performance or achievements of the PropShare Celestia to differ materially include, but
are not limited to, those discussed under “Risk Factors” and “Industry Overview”, on pages 49 and 74, respectively of the Key
Information of the Scheme and the relevant sections of the Key Information of the Trust. Some of the factors that could cause
the actual results, performance, or achievements of the PropShare Celestia, and the Trust to differ materially from those in the
forward-looking statements and financial information include, but are not limited to, the following:
1. We have not executed certain agreements for the proposed acquisition of the Project Celestia and our ability to
consummate these transactions will impact the ability of the Investment Manager to complete this Issue.
2. PropShare Celestia has no operating history and may not be able to operate our business successfully, achieve our
business objectives or generate sufficient cash flows to make or sustain distributions.
3. 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 our lessees' ability to meet their obligations
and, consequently, our revenues and financial condition.
4. Our 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.
5. Our 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.
Forward-looking statements and financial projections reflect current views as of the date of this Key Information of the Scheme
and the Key Information of the Trust and are not a guarantee of future performance or returns to investors. There can be no
assurance that the expectations reflected in the forward-looking statements and financial information will prove to be correct.
These statements and projections are based on certain beliefs and assumptions, which in turn are based on currently available
information. In accordance with the REIT Regulations, the calculations and assumptions underlying the projections prepared
23by the Investment Manager and examined by the Auditor in accordance with Standard on Assurance Engagement (SAE) 3400,
“The Examination of Prospective Financial Information”, issued by the Institute of Chartered Accountants of India. The
Projections have been prepared for inclusion in this Key Information of the Scheme for the purposes of this Issue, using a set
of assumptions that include hypothetical assumptions about future events and management’s actions that are not necessarily
expected to occur, and have been approved by the board of directors of the Investment Manager. Consequently, Bidders are
cautioned that the Projections may not be appropriate for purposes other than that described above. Given these uncertainties,
investors are cautioned not to place undue reliance on such forward-looking statements and projections. In any event, these
statements speak only as of the date of this Key Information of the Scheme or the respective dates indicated in this Key
Information of the Scheme, and the Trust, the PropShare Celestia, the Investment Manager and the Lead Manager undertake
no obligation to update or revise any of them, whether as a result of new information, future events or otherwise after the date
of this Key Information of the Scheme. If any of these risks and uncertainties materialize, or if any of the Investment Manager’s
underlying assumptions prove to be incorrect, the actual results of operations or financial condition of the PropShare Celestia
could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-
looking statements attributable to the Trust and the PropShare Celestia are expressly qualified in their entirety by reference to
these cautionary statements.
24OUR BUSINESS AND PROPERTY
The following description of our business should be read together with the “Projections” at Annexure 1 of this Key
Information of the Scheme.
The discussion below may contain forward-looking statements, including information with respect to our business plans
and strategies, and reflects our current views with respect to future events and financial performance, which are subject to
numerous risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements. As such, you should also read “Risk Factors” and “Forward Looking Statements” on pages 49 and 23,
respectively, which discuss a number of factors and contingencies that could affect our business, financial condition and
results of operations.
References herein to “we”, “our” and “us” are to the Trust, together with the PropShare Celestia.
The financial information and operational data presented in this section is subject to following sections, “Presentation of
Financial Data and Other Information” on page 19 and “Risk Factor – Our 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.” on page 51.
Unless otherwise specified, in this section, (i) references to area or square footage of the Project Celestia is to Super Built-
Up Area; and (ii) all operational data of the Project Celestia is presented as of December 31, 2025
Industry, macro-economic and market data and all industry-related statements in this section have been extracted from the
JLL Report, and the Valuation Report, as the case may be, commissioned and paid by Investment Manager. The JLL Report
has been prepared and issued by JLL for the purpose of understanding the industry in which we operate exclusively in
connection with the Issue. For further details, see “Industry Overview” on page 74 and “Presentation of Financial Data
and Other Information—Valuation Data” on page 22.
For purposes of this section, unless the context requires otherwise, references to “FY 2026” are to the period beginning
from January 1, 2026 to March 31, 2026. References to “FY 2027”, “FY 2028” and “FY 2029” are to the financial year
ended March 31 of the relevant year. References to “nine months ended December 31, 2025” or “period ending December
31, 2025” are to the nine months ended December 31, 2025. References to “CY” or “calendar year” are to the relevant
calendar year period.
Overview
PropShare Celestia is the third scheme launched by Property Share Investment Trust, India's first small and medium real
estate investment trust registered with the Securities and Exchange Board of India. Our third scheme i.e., PropShare Celestia
represents the Scheme’s offering across seven floors of Stratum @ Venus Grounds, a Grade A+ mixed-use commercial
building with a unique atrium located in prime Nehru Nagar, Ahmedabad (Source: JLL Report). Project Celestia has a
Super Built-Up Area of 2,07,838 sq. ft and is 100% occupied by four tenants, including three managed-office operators –
Smartworks Coworking Spaces Limited, EFC Limited (both publicly listed) and Paragraph Khajanchi Business Centre LLP
(one of the top five co-working operators in Ahmedabad in terms of no. of operational seats) and a Swedish based listed
telecommunications MNC. Lessees as managed office providers and co-working space operators have established managed
office facilities at the Project Celestia for a diversified base of 10 occupiers, comprising three Fortune Global 500
companies, which include a Global Consulting company, a Global Technology company and a Global Chemical company,
and one Fortune 500 company which is a US-based multinational FMCG company. Other notable end users include Tech
Mahindra, US-based leading professional services firm, an Indian private sector bank, an Indian B2B e-commerce platform,
Risk management and financial analytics solutions provider and Data analytics and business intelligence firm. This high-
quality and diverse tenant mix ensures a stable and reliable income stream.
According to the JLL Report, within SBD, Nehru Nagar’s combination of strategic location, connectivity, proximity to key
urban infrastructure, and strong social amenities creates an attractive investment proposition for investors.
PropShare Celestia offers a projected distribution yield* of 8.1% for the FY 2026**, 8.4% for the FY 2027, 8.7% for the
FY 2028 and 8.9% for the FY 2029. For further details on the projected distribution yield, please see “Projections” at
Annexure 1. Further, the projected distribution yield is based on the assumptions and estimates as deemed appropriate and
reasonable by the Investment Manager at the date of the Projections and has been adopted by the board of directors of the
Investment Manager on January 8, 2026 and certified by the Auditors. For details on the risks relating to distribution, please
see the section titled “Risk Factors” on page 49.
* PropShare Celestia does not portray any guaranteed returns to the investors
25**Projections for the year ending March 31, 2026 (i.e., the current financial year) includes projections beginning from January 1, 2026 to March 31,
2026.
Key Operating Metrics
Super- No. of Current Security
Occupancy WALE(4)
Built up Occupiers Rentals(3) Deposit
(sf) (#)(1)(2) (%) (₹) (sf/month) (₹ mn) (years)
Commercial Office
Project Celestia (proposed to be purchased through asset acquisition)
Project Celestia
Second Floor (Partial) 35,780 1 100% 66.15 11.27 8.25
Fourth Floor (Partial) 5,571 1 100% 68.00 2.27 8.83
Tenth Floor (Partial) 26,028 1 100% 81.03 9.57 7.71
Thirteenth Floor (Partial) 28,584 1 100% 72.50 10.36 6.02
Fourteenth Floor (Partial) 27,527 1 100% 72.50 9.98 6.02
Fifteenth Floor 55,431 1 100% 83.93 20.09 5.56
Sixteenth Floor (Partial) 28,917 1 100% 79.93 10.48 7.13
Total/Wtd. Avg. 2,07,838 4 100% 76.44 74.02 6.72
(1) The leased area of the seven floors has six Lease Deeds, entered into with four tenants. Units C1301-C1315 and C1401 -1415 have been occupied
by Smartworks as part of the same Lease Deed. However, since they are on separate floors, they have been considered as two separate occupiers
on their respective floors.
(2) Paragraph Khajanchi Business Centre LLP has signed three separate Lease Deeds for R209-R214, C1016-C1030, C1616-C1630. They have been
considered as separate occupiers for their respective floors.
(3) Current Rentals as of December 31, 2025.
(4) WALE (Weighted Average Lease Expiry) is calculated as on December 31, 2025.
Our Competitive Strengths
We believe PropShare Celestia has the following competitive strengths:
1. Project Celestia is a part of Stratum @ Venus Grounds, a landmark IGBC Platinum-certified, Grade A+ mixed-
use commercial building, featuring a unique atrium (Source: JLL Report).
2. Sound business model with embedded rental growth and stable cash flows backed by a long WALE of 6.72 years.
3. 100% occupancy by a diversified underlying tenant and end user portfolio comprising of 3 Fortune Global 500
companies, one Fortune 500 company and other notable tenants.
4. Ahmedabad – A rapidly strengthening infrastructure & growth corridor (Source: JLL Report).
5. Located within prime Nehru Nagar, between CBD & SBD and in proximity to major infrastructure developments
like the BRTS, metro and upcoming bullet train, with low vacancy and no upcoming Grade A+ supply.
6. Experienced investment and asset management team with oversight and strong corporate governance through an
experienced Board and marquee investors.
261. Project Celestia is a part of Stratum @ Venus Grounds, a landmark IGBC Platinum-certified, Grade A+ mixed-
use commercial building, featuring a unique atrium.
Stratum @ Venus Grounds is a landmark IGBC Platinum-certified, Grade A+ mixed-use commercial building with
a unique atrium located in prime Nehru Nagar, well connected to western and eastern parts of the city, along a 61-
meter-wide arterial road with a BRTS corridor of which Project Celestia is spread across seven floors and has a Super
Built-Up Area of 2,07,838 square feet (Source: JLL Report).
As on December 31, 2025, Project Celestia is 100% occupied by 4 tenants including three managed-office operators
– (i) Smartworks Coworking Spaces Limited, (ii) EFC Limited (both publicly listed) and (iii) Paragraph Khajanchi
Business Centre LLP (one of the top five co-working operators in Ahmedabad in terms of operational seats); and a
Swedish based listed telecommunications MNC. (Source: JLL Report)
Figure 1: Stratum @ Venus Grounds, Source: JLL Report
Stratum @ Venus Grounds is an IGBC Platinum-certified development with sustainability-focused features,
including a 130kW solar panels, rainwater harvesting systems, and EV charging infrastructure. Sustainability has
become a top priority for businesses worldwide and these certifications demonstrate the property’s adherence to
recognized sustainability standards (Source: JLL Report).
Figure 2: Sustainability Initiatives, Source: JLL Report
As one of only two Grade A+ developments in the Ahmedabad SBD submarket, the asset features a triple-height
lobby, destination-controlled elevators, a dedicated office drop-off area along with 5 levels of basement parking
(Source: JLL Report).
27The asset, designed by the renowned Singapore-based firm, has a unique atrium on the 4th level which houses
premium restaurants, cafes, and refreshment kiosks (Source: JLL Report).
Figure 3: Lobby and Destination Controlled Lifts; Source: JLL Report
28Figure 4: Elevation; Source: JLL Report
’
Figure 5: Atrium & Seating area; Source: JLL Report
Figure 6: Tenant Cabins and Boardroom; Source: JLL Report
29Figure 7: Tenant Lobby and Workstations; Source: JLL Report
The proposed units feature premium fit outs with significant tenant-driven customizations, corporate branding, and
dedicated amenities such as cafeterias and breakout spaces (Source: JLL Report).
Figure 8: Tenant Cabins & Cafeteria; Source: JLL Report
302. Sound business model with embedded rental growth, stable cash flows backed by a long WALE of 6.72 years.
SBD Ahmedabad has demonstrated one of the most robust rental growth trends in the city’s office market during the
period CY 2022 to Q3 2025. Overall SBD rentals have grown at a robust 8.8% CAGR from CY 2022 to nine months
of CY 2025, outpacing other major submarkets. Grade A+ assets in the SBD have recorded a 7.5% CAGR over the
same period - the highest among Ahmedabad's Grade A+ corridors. This rental growth reflects sustained demand for
institutional-quality office spaces, tight vacancy levels, and occupiers' growing preference for modern, amenity-rich
developments within the SBD corridor. (Source: JLL Report)
Owing to its superior building quality and design (Grade A+), Project Celestia commands some of the highest rentals
in Ahmedabad’s office real estate market, making it an attractive investment opportunity. With limited upcoming
supply in the submarket, demand momentum is expected to remain strong. (Source: JLL Report)
Summary of current rentals & escalation terms as at December 31, 2025 is provided in the table below:
Floor Current rental Rental escalation Next
Name of Tenant
No. (₹/sf/month) term escalation
Paragraph Khajanchi Business Centre
2 66.15 5% every year May, 2026
LLP
15% every 3
4 Tenant 4* 68.00 October, 2028
years
Paragraph Khajanchi Business Centre
10 81.03 5% every year October, 2025
LLP
Smartworks Coworking Spaces February,
13 72.50 10% every 3 years
Limited 2026
Smartworks Coworking Spaces
14 72.50 10% every 3 years May, 2026
Limited
15 EFC Limited 83.93 5% every year July, 2026
Paragraph Khajanchi Business Centre
16 79.93 5% every year August, 2026
LLP
* Tenant 4 is a Swedish Telecommunications MNC
Further, the WALE of Project Celestia is 6.72 years as of December 31, 2025, providing long term stability in rentals.
The expiry profile of PropShare Celestia’s existing contractual arrangements are well-staggered with no lease expiries
until FY 2031, providing strong cash flow visibility.
Figure 9: Lease expiry profile
313. 100% occupancy by a diversified underlying tenant and end user portfolio comprising of 3 Fortune Global 500
companies, one Fortune 500 company and other notable tenants.
PropShare Celestia is proposing to acquire 2,07,838 sf spread across seven floors of Stratum @ Venus Grounds. 100%
of the Super Built-Up Area, which is occupied by a diversified portfolio of 4 tenants & 10 occupiers including 3 Fortune
Global 500 companies – Global Consulting Company, Global technology company & Global Chemical company, 1
Fortune 500 company which is a US-based Multinational FMCG, and other notable tenants such as Tech Mahindra,
US-based leading professional services firm, Indian Private sector bank, among others. (Source: JLL Report)
(1) Others include 7 other end users on 14th floor (out of which 2 are Fortune Global 500 companies)
(2) 4 year rent CAGR is from FY 2027 to FY 2031
Figure 10 &11: Tenants & end users’ profile (as of December 31, 2025)
Our largest tenants are Paragraph Khajanchi Business Centre LLP (occupied by US Multinational FMCG as end user),
Smartworks Coworking Spaces Limited (occupied by multiple end users) and EFC Limited (occupied by Tech Mahindra as
end user) which together contribute to 97.32% of the area.
Case Study: Expansion by the largest occupier in Stratum @ Venus Grounds
32The asset has demonstrated excellent tenant growth. The building's largest occupier established its first and only global
capability centre (GCC) in India within the asset in 2023. Since then, this tenant has expanded its footprint twice, increasing
its occupied area from 3.7% to ~11.5% of the building’s total leasable area as of September 2025. This consistent expansion
underscores the building's quality and its ability to support the long-term growth of global corporations. (Source: JLL Report)
Figure 12: Largest occupier’s expanding presence in Stratum @ Venus Grounds (leasable area in sq ft)
334. Ahmedabad – A rapidly strengthening infrastructure & growth corridor
Ahmedabad, the largest city in Gujarat with a population of ~8.85 million, stands as a dynamic economic powerhouse
in Western India. Renowned for its entrepreneurial spirit and rich cultural heritage, Ahmedabad is rapidly gaining
recognition as a key business, education, and real estate destination. Within Gujarat, Ahmedabad has emerged as one
of India's fastest-growing urban and commercial centres, supported by a strong and well-planned infrastructure
ecosystem. As a prominent city developing into a major metropolitan hub, Ahmedabad offers a blend of urban amenities
and growth potential that appeals to both businesses and residents seeking opportunities beyond India’s top seven office
markets. (Source: JLL Report)
This growth trajectory has been significantly enabled by 25 years of stable governance in Gujarat, which has powered
a 2.9x rise in government investment and cumulative FDI equity inflows of USD 44.9 billion from October 2019 to
March 2025 – establishing Gujarat as one of India's most business-ready state. (Source: JLL Report)
3,623
1,244
FY00 - FY14 FY15 - FY25
Figure 13: Capex Inflows in Gujarat (INR billion); Source: JLL Report
The city's transformation has been anchored by strategic infrastructure development that has created multiple growth
corridors. The major commercial arteries include SG Highway (Sarkhej-Gandhinagar Highway), which emerged as
the primary IT and commercial spine, CG Road serving as the retail and commercial heart, and Ashram Road
connecting key business districts. SG Highway's evolution as Ahmedabad's premier office destination began in the
early 2000s, driven by the availability of large land parcels suitable for campus-style developments and continuously
improving connectivity infrastructure. (Source: JLL Report)
Ahmedabad is home to GIFT City (Gujarat International Finance Tec-City), India's first operational smart city,
spread across approximately 886 acres and serving as the headquarters for International Financial Services Centres
Authority (IFSCA). (Source: JLL Report)
Gujarat’s IT Policy initiatives have transformed Ahmedabad from a textile-centric economy to a diversified
commercial hub. The current IT/ITeS Policy Gujarat (2022-27), effective until March 31, 2027, offers monthly
incentives for IT/ITeS establishments in Gujarat, creating competitive advantages for companies setting up offices
in the city. The sustained policy support has positioned Ahmedabad as an increasingly attractive destination for
technology companies, driving robust occupier interest in the city's office market. (Source: JLL Report)
Infrastructure development has been a key catalyst, with projects like the Ahmedabad Metro (operational since 2019),
BRTS (Bus Rapid Transit System), ring road development, and airport expansion significantly improving
connectivity. The upcoming bullet train project connecting Ahmedabad to Mumbai is expected to further enhance
the city's commercial attractiveness. Additionally, Ahmedabad is one of India's most affordable major cities, which
combined with quality institutions like IIM Ahmedabad and growing job opportunities, is driving strong talent
migration and fuelling demand in the office real estate market. (Source: JLL Report)
In parallel, the 2030 Commonwealth Games have triggered a massive build-out of world-class sports and civic
infrastructure. The proposed Sardar Vallabhbhai Patel Sports Enclave (SVPSE), along with associated venues
(aquatics, indoor arenas, athlete village, training facilities), hotel & hospitality expansion, improved airport terminal
capacity, and city-wide urban upgrades, are expected to accelerate economic activity, job creation and urban
liveability, further enhancing the city’s appeal for both businesses and residents. (Source: JLL Report)
34Figure 14: Infrastructure of Ahmedabad; Source: JLL Report
355. Located within prime Nehru Nagar, between CBD & SBD and in proximity to major infrastructure
developments like the BRTS, metro and upcoming bullet train with low vacancy and no upcoming Grade A+
supply
The SBD now commands substantial office inventory in Ahmedabad and consistently leads in new supply, absorption,
and rental appreciation, reinforcing its position as a key office market. Its diverse occupier profile, spanning domestic
corporations to international enterprises, reflects the area's compelling appeal anchored by accessibility and proximity
to growth corridors in western Ahmedabad. As SBD continues evolving with ongoing developments, it stands as both
Ahmedabad's commercial hub and a comprehensive destination supporting business growth and urban living. (Source:
JLL Report)
SBD Ahmedabad – The City’s Prime Commercial Corridor
With robust infrastructure already in place, SBD Ahmedabad stands out for its superior connectivity and accessibility
against other office submarkets in Ahmedabad. The district benefits from east-to-west metro connectivity and an
extensive, efficient BRTS network, seamlessly linking key commercial and residential zones. SG Highway and SP Ring
Road form the backbone of transportation in the SBD, ensuring direct routes to major business corridors and overall
ease of movement. (Source: JLL Report)
Within the SBD, Nehru Nagar represents a prime example of this superior connectivity infrastructure. As a strategic
location within the submarket, Nehru Nagar boasts good access through key arterial roads including Satellite Road, the
132 ft ring road, and the 120 ft ring road, linking it to all major city sectors. Most importantly, Nehru Nagar's position
as a gateway between the CBD and the SBD provides direct access to the city's core commercial hubs, making it an
ideal location for premium office developments. (Source: JLL Report)
The area's accessibility is further enhanced by its proximity to Vastrapur Road and Ambali Road, ensuring seamless
travel from various parts of the city. Integrated public transportation includes multiple BRTS stations and the largest
State Transport control point west of Sabarmati, supporting robust commuter movement and logistics. Nehru Nagar is
also connected to Ahmedabad's expanding Metro network, with stations along the north-south corridor offering direct
connectivity to Gandhinagar and GIFT City, the region's fastest-growing financial and technology cluster. (Source: JLL
Report)
Surrounded by high-value commercial and residential neighbourhoods like Satellite, Vastrapur, Bodakdev, and
Ramdevnagar, Nehru Nagar provides a vibrant ecosystem for both living and business, while maintaining convenient
access to Ahmedabad International Airport (~16 km) and Railway Junction (~11 km). This well-planned infrastructure
strengthens the SBD's ties not only within the core market but also to extended SBD areas and the PBD, with Nehru
Nagar serving as a critical connectivity hub that cements the SBD's status as Ahmedabad's premier destination for
business growth and corporate investments. (Source: JLL Report)
Stratum @ Venus Grounds Enjoys Excellent Connectivity with key locations across Ahmedabad
Sl. No. Node Drive Distance Drive Time
1 Shivranjani Crossing ~0.7 km 0 – 5 Min
2 Shreyash Metro Station ~2.1 km 5 – 10 Min
3 Sarkhej Gandhinagar Highway ~3.2 km 5 – 10 Min
4 Ellisbridge ~4.1 km 10 - 15 Min
5 Ahmedabad Railway Junction ~7.5 km 20– 25 Min
36Figure 15: Ahmedabad Micro Market; Source: JLL Report
Ahmedabad's flexible workspace sector has emerged as a significant component of the city's commercial real estate
landscape. The market has demonstrated robust growth momentum, with total flex stock reaching ~1.83 mn sq ft across
23,648 seats. SBD commands 86% of Ahmedabad's flex stock due to its strategic position at the intersection of talent
availability and corporate demand. SBD's superior metro and BRTS connectivity makes it easily accessible for
employees living across key residential areas, while its concentration of Grade A office buildings provides the large,
quality spaces that flex operators need to serve enterprise clients effectively. The submarket's established corporate
ecosystem creates consistent demand for flexible workspace, enabling operators to achieve both scale and premium
pricing. This combination of talent accessibility, quality infrastructure, and corporate presence makes SBD the natural
choice for flex operators seeking to build sustainable, profitable operations. (Source: JLL Report)
Within SBD, Nehru Nagar's combination of strategic location, connectivity, proximity to key urban infrastructure, and
strong social amenities creates an attractive investment proposition. As Ahmedabad continues to grow as a commercial,
educational, and technology hub, Nehru Nagar is positioned to benefit from increased demand, robust capital
appreciation, and consistent rental yields, particularly given the constrained supply environment in the immediate area.
(Source: JLL Report)
Vacancy & Supply
SBD maintains one of the lowest vacancy rates in Ahmedabad, with particularly tight conditions in the Grade A+
segment. Limited availability and sustained occupier demand have driven Grade A+ vacancy sharply lower, from 9.8%
in 2022 to just 1.7% by nine months of CY 2025. With no new Grade A+ supply projected over the next three years,
vacancy is expected to fall further, potentially below 1% by 2028. (Source: JLL Report)
Over the next few years, Grade A+ office space in SBD is expected to command a sustained rental premium of around
12–15% over the broader market, driven by limited supply and strong occupier demand for quality, future-ready office
assets. (Source: JLL Report)
37Figure 16: Upcoming Grade A+ Supply; Source: JLL Report
With its strategic location, advanced connectivity, and vibrant urban lifestyle, Ahmedabad's SBD has established
itself as a key office destination, consistently attracting diverse occupiers. The submarket's appeal for IT/ITeS,
consulting, co-working, BFSI, and e-commerce operations continues to grow, fostering robust demand for quality
office space and driving steady rental appreciation. SBD is set to undergo expansion, with ~3.8 mn sq ft of new
supply projected across 2026 to 2028. Of the 3.8 mn sq ft of upcoming Grade A supply, only Keshavbaug Capital
is located in the vicinity of Stratum @ Venus Grounds, ensuring limited direct competition in the immediate
micromarket. (Source: JLL Report)
Figure 16: Upcoming Grade A Supply in Ahmedabad & SBD micro market & Break-up of supply in SBD;
Source: JLL Report
386. Experienced investment and asset management team with oversight and strong corporate governance through
an experienced Board and marquee investors.
The Investment Manager (PropShare Investment Manager Private Limited) has an experienced team comprising of 24
members. AltInvest Online Platform Private Limited (the parent company of the Investment Manager) was founded by
Kunal Moktan and Hashim Khan. Kunal has over fifteen years of work experience buying, managing and selling real
estate. Kunal Moktan has previously worked for over seven years with the Blackstone Group. Hashim Khan has eight
years of experience investing in real estate at AltInvest Online Platform Private Limited and has also served as its chief
technology officer since inception.
The team has strong academic pedigree from leading IITs and IIMs as well as diverse work experience across leading
real estate funds and reputed developers including the Blackstone Group, Kotak Mahindra Investments Limited,
SBICAP Ventures Limited and Piramal Capital & Housing Finance Limited.
A brief break-up of the team of the Investment Manager is given below:
Team (as on December 31, 2025) No. of employees
CEO & CFO 2
Investments & Asset Management 4
Strategic Initiatives 1
Finance 1
Marketing 2
Operations 1
Legal & Compliance 2
Product & Technology 7
HR & Admin 4
Total 24
Track Record
The Investment Manager successfully listed India’s first SM REIT scheme – PropShare Platina on the BSE Limited
on December 10, 2024. PropShare Platina raised ₹ 3,530 million through the public issue of its units and acquired 6
floors in Prestige Tech Platina – a LEED certified office building located on Outer Ring Road, Bangalore, Karnataka.
The Investment Manager successfully listed India’s second SM REIT scheme also - PropShare Titania on the BSE
Limited on August 4, 2025. PropShare Titania raised ₹ 4,730 million through the public issue of its units and acquired
6 floors in G Corp tech Park – a LEED Platinum certified office building located in Thane, MMR region.
AltInvest Online Platform Private Limited (the parent company of the Investment Manager) has demonstrated a strong
track record in real estate investment and asset management. Since 2016 till September 30, 2025, AltInvest Online
Platform Private Limited has:
● distributed c. ₹6,781.43 million through rent distributions and sale proceeds
● acquired c.2.06 million sf of commercial real estate with a total value of c. ₹23,787.00 million across different
asset classes including office spaces, retail centres and warehouses across India as well as the United Kingdom
● leased over c. 10,04,662 sf across its portfolio.
● exited c. ₹3,908.00 million worth of assets spread across c. 3,01,161 sf providing successful exits to investors.
39Figure 17: Distribution and Sale Proceeds Performance
AltInvest Online Platform Private Limited (the parent company of the Investment Manager) is backed by some
prominent names in alternative institutional investing including Westbridge Capital, Lightspeed India, BEENEXT
and Pravega Ventures. This empowers the Investment Manager to fulfil its financial commitments.
Figure 18: Investors backing AltInvest Online Platform Private Limited
40Business and Growth Strategies
We will endeavour to provide regular and stable income to Celestia Unitholders through regular distributions through
active asset management of the underlying property. We intend to achieve this through the following strategies:
1. Proactive tenant management
Our asset management team comes with strong experience in tenant engagement with a proactive approach to long
term tenant management. These include maintaining a regular dialogue with the tenant, engaging in tenant centric
activities, providing proactive property management through well-maintained tenant amenities.
2. Leasing strategy
PropShare Celestia is 100% occupied as of December 31, 2025 with a WALE of 6.72 years. With no lease expiries
until FY31, the asset offers strong income visibility and a high degree of comfort on tenant retention. Our strategy
will primarily be focused on tenant retention and footprint expansion in the existing portfolio.
As per JLL Report, Stratum @ Venus Grounds is the only Grade A+ building in the micro market and due to lack of
comparable supply in the upcoming years, Project Celestia is positioned to benefit from sustained tenant stickiness.
One of the end user has established its first and only GCC in the building in 2023 and has since expanded its footprint
twice, within our asset. Further, in the scenario that we are unable to retain existing tenants, we will aim to look for
prospective tenants by proactively reaching out to international property consultants, local brokers and the IM’s
existing pool of tenant relationships.
3. Exit strategy
The Investment Manager aims to provide capital appreciation to investors through an exit to Celestia Unitholders,
either through the sale of Project Celestia or through the sale of Celestia SPVs or through any such other opportunity
which may arise, subject to Unitholder approval and in accordance with the listing agreement, the REIT Regulations
and applicable law.
41PROPSHARE CELESTIA – NEHRU NAGAR, AHMEDABAD
● Key Asset Information:
Building Name Stratum @ Venus Grounds
Area of Project Celestia proposed to be 100%
owned (%)
Year of Completion 2022
Year of Proposed Transaction 2026
Asset Type Mixed-use commercial building
Submarket Nehru Nagar, Ahmedabad
Undivided Share (sq m) 2,500
Freehold/ Leasehold Freehold
Super Built-Up Area (sf) 2,07,838 sf
Current Occupancy (%) 100%
Number of Tenants 4
Market Value (INR millions) 2,503.46 (as on September 30, 2025)
● Tenant Profile
As on December 31, 2025, PropShare Celestia is fully leased to 4 tenants and 10 end users across 7 floors as provided
in the table below:
Sr. Name of Tenant Sector Floor % of Area
No.
1 Paragraph Khajanchi Business Centre Managed Office 2,10,16 43.65%
LLP
2 Smartworks Coworking Spaces Limited Managed Office 13,14 27.00%
3 EFC Limited Managed Office 15 26.67%
4 Tenant 4* Telecomm 4 2.68%
Total 100.00%
* Tenant 4 is a Swedish Telecommunications MNC
Sr. Name of Tenant End Users Sector Floor
No.
1 Paragraph Khajanchi US Multinational FMCG FMCG 2,10,16
Business Centre LLP
2 Smartworks Coworking Global Consulting Company Consulting 13
Spaces Limited
3 Smartworks Coworking 7 end users among which 2 are Fortune Others
Spaces Limited Global 500 company 14
4 EFC Limited Tech Mahindra IT/ITeS 15
5 Tenant 4* - Telecomm 4
* Tenant 4 is a Swedish Telecommunications MNC
42● Rental income as a percentage of total gross income
As on December 31, 2025, rental income as a percentage of total gross income for the tenants of PropShare Celestia are set
out below:
Sr. Name of Tenant Sector Floor % of Total Gross
No. Income
1 Paragraph Khajanchi Business Centre Managed Office 2,10,16 42.73%
LLP
2 Smartworks Coworking Spaces Limited Managed Office 13,14 25.61%
3 EFC Limited Managed Office 15 29.28%
4 Tenant 4* Telecomm 4 2.38%
Total 100.00%
* Tenant 4 is a Swedish Telecommunications MNC
● Existing Monthly Rental Income before Tax from the Project Celestia
As on December 31, 2025, the existing monthly rental income before tax from the Project Celestia is shown in the
table below:
Particulars (₹) per sf Monthly Rent in ₹ (in millions)
Monthly Rental Income 76.44 15.89
(Less): Outgoings - -
Monthly Rental income before tax 76.44 15.89
A brief description of outgoings from the rent is given below:
a) Property Tax: As per the subsisting lease agreement entered with the lessees by the seller, the lessee in addition
to lease rent, shall pay property tax to the governing authority.
b) Operating and Maintenance Expenses: The monthly maintenance charges of the Project Celestia are agreed
between the parties and the same shall be paid by the lessee for the upkeep of entire building, in a timely manner
to the lessor or the nominated agency. Presently, the society is the nominated agency to provide asset
maintenance in Project Celestia and maintenance charges are paid by lessee to the society.
c) Insurance: As per the subsisting lease agreement entered with the lessees by the Seller, the lessor or the
nominated agency whosoever is concerned shall renew the said insurance from time to time. Presently, the
society is the nominated agency to renew insurance of Project Celestia.
● Rental Comparison with Market
The average in-place rent in Project Celestia is ₹ 76.44 per sf as on December 31, 2025.
The estimated current monthly market rental obtainable for Grade A+ office stock in Nehru Nagar, Ahmedabad is ₹
74.00 per sf as on September 30, 2025. (Source: Valuation Report)
● Level of furnishing of PropShare Celestia including whether the properties are cold-shell properties or fully
furnished
Leasable No. of
Level of Furnishing
Area (sf) Occupiers (#)(1)(2)
Commercial Office
Project Celestia (proposed to be purchased through asset acquisition)
43Leasable No. of
Level of Furnishing
Area (sf) Occupiers (#)(1)(2)
Project Celestia
Second Floor (Partial) 35,780 1 Bare Shell
Fourth Floor (Partial) (5) 5,571 1 Bare Shell
Tenth Floor (Partial) 26,028 1 Fully Furnished
Thirteenth Floor (Partial) 28,584 1 Fully Furnished
Fourteenth Floor (Partial) 27,527 1 Fully Furnished
Fifteenth Floor 55,431 1 Fully Furnished
Sixteenth Floor (Partial) 28,917 1 Fully Furnished
● Lease Expiry Profiles
The WALE of PropShare Celestia is 6.72 years period, as on December 31, 2025. No lease is expiring until FY
2031. The percentage of Super Built-Up Area expiring between FY 2032 and FY 2035 is shown in the table below:
Year FY 2032 FY 2033 FY 2034 FY 2035
Lease Expiry % of 53.67% 13.91% 29.74% 2.68%
Super Built-Up Area
● Lease Maturity Profile
The percentage of total gross rental income expiring between FY2027 and FY2031 is shown in the table below:
Year FY 2027 FY 2028 FY 2029 FY 2030 FY 2031
Lease Expiry % of 0.0% 0.0% 0.0% 0.0% 0.0%
total gross rental
income
● Insurance
The Trustee confirms that the Project Celestia is currently covered under adequate insurance policies. The Trustee
further confirms that, upon and following the acquisition of the Project Celestia by PropShare Celestia, it shall ensure
that the Project Celestia continues to be adequately insured at all times in accordance with the REIT Regulations.
44GENERAL INFORMATION
PropShare Celestia
The Trust was settled on June 27, 2024, at Bangalore, Karnataka, India as contributory, determinate and irrevocable trust
under the provisions of the Trust Act pursuant to a trust deed dated June 27, 2024, amended on July 19, 2024, February 21,
2025 and December 12, 2025. The Trust was registered with SEBI on August 5, 2024 as a small and medium real estate
investment trust under Regulation 26L(1) of the REIT Regulations having registration number IN/SM-REIT/24-25/0001. The
Trust has been settled by the Investment Manager for an aggregate initial corpus of ₹ 0.02 million*. The third scheme of the
Trust i.e. PropShare Celestia has also been settled by the Investment Manager for an irrevocable amount of ₹ 0.01 million.
*The Investment Manager has made an additional corpus contribution of ₹ 0.10 million as on December 12, 2025.
PropShare Investment Manager Private Limited has been appointed as the Investment Manager to the Trust. The Investment
Manager has been constituted in accordance with the REIT Regulations. Axis Trustee Services Limited has been appointed
as the Trustee to the Trust.
Pursuant to the PropShare Celestia, the Project Celestia is proposed to be held through the Celestia SPVs, in accordance with
the REIT Regulations.
Compliance Officer of the Trust
The compliance officer of the Trust is Prashant Kataria. His contact details are as follows:
Prashant Kataria
16th Floor, SKAV Seethalakshmi
21/22, Kasturba Road
Bangalore, 560 001
Karnataka India
Email: compliance.officer@propertyshare.in
Fax: NA
Tel: +91 80 3100 3902
The Investment Manager
Registered office and address for correspondence
PropShare Investment Manager Private Limited
10th Floor, SKAV Seethalakshmi
21/22, Kasturba Road
Bangalore 560 001
Karnataka, India
Contact Person of the Investment Manager
Kunal Moktan is the contact person of the Investment Manager. His contact details are as follows:
Name: Kunal Moktan
Tel: +91 80 3100 3901
E-mail: smreit.manager@psreit.in
The Trustee
Registered Office
Axis Trustee Services Limited
Axis House
Bombay Dyeing Mill Compound
PB Marg, Worli
Mumbai 400 025
Maharashtra, India
Tel: +91 22 6230 0451
E-mail: debenturetrustee@axistrustee.in
Website: www.axistrustee.in
45Address for correspondence
Axis Trustee Services Limited
The Ruby, 2nd Floor, SW, 29
Senapati Bapat Marg, Dadar West
Mumbai 400 028, Maharashtra, India
Principal place of business
Axis Trustee Services Limited
The Ruby, 2nd Floor, SW, 29
Senapati Bapat Marg, Dadar West
Mumbai 400 028, Maharashtra, India
Contact Person of the Trustee
Kumar Saminathan (Chief Operating Officer) is the contact person of the Trustee. His contact details are as follows:
Name: Kumar Saminathan
Tel: +91 22 6230 0605
E-mail: kumar.saminathan@axistrustee.in
Auditor
ASA & Associates LLP, Chartered Accountants
53/B, LOLS Citadel, Level 2 & 3, 1st Main Road
3rd Phase Sarakki Industrial Layout, J P Nagar
Bangalore 560 078
Karnataka, India
Tel: +91 11 4100 9999
E-mail: vinay.ks@asa.in
Firm Registration No: No. 009571N/N500006
Peer Review No.: 015057
Valuer in relation to the PropShare Celestia
KZEN Valtech Private Limited (represented by its director Sachin Gulaty)
SF-14, Second Floor
MGF Megacity Mall
Mehrauli Gurgaon Road
Gurugram 122 002
Haryana, India
Email: sachin.gulaty@k-zen.in
Website: www.k-zen.in
Registration No.: IBBI/RVE/05/2022/164
Lead Manager to the Issue
Ambit Private Limited
Ambit House, 449
Senapati Bapat Marg, Lower Parel
Mumbai 400 013
Tel: + 91 22 6623 3030
E-mail: propsharecelestia.ipo@ambit.co
Investor grievance e-mail: customerservicemb@ambit.co
Website: www.ambit.co
Contact Person: Harshita Borad/ Palak Mundra
SEBI Registration No.: INM000010585
Indian Legal Counsel to the Issue
Cyril Amarchand Mangaldas
5th Floor, Peninsula Chambers
46Peninsula Corporate Park
Ganpatrao Kadam Marg
Mumbai 400 013
Maharashtra, India
Tel: +91 22 2496 4455
Fax: +91 22 2496 3666
Registrar to the Issue
KFin Technologies Limited
301, The Centrium, 3rd Floor
57, Lal Bahadur Shastri Road, Nav Pada
Kurla (West), Mumbai 400 070
Maharashtra
Tel: +91 40 6716 2222
E-mail: propshare3.ipo@kfintech.com
Website: www.kfintech.com
Contact Person: M Murali Krishna
SEBI Registration No.: INR000000221
Technical Consultant
Colliers International (India) Property Services Private Limited
Sunningdale First Floor
Embassy Golflink Business Park
Intermediate Ring Road
Bangalore 560 071
Tel: +91 9845374445
Title Lawyer
Cyril Amarchand Mangaldas
Block A-1512, 15th Floor
Navratna Corporate Park
Ambli-Bopal Road, Bodakdev
Ahmedabad 380 058
Gujarat, India
Tel: +91 79 3503 9999
Syndicate Members
Ambit Capital Private Limited
Ambit House, 449
Senapati Bapat Marg, Lower Parel
Mumbai 400 013
Maharashtra, India
Tel: + 91 22 6623 3269
E-mail: ketan.chaurasia@ambit.co
Website: www.ambit.co
Contact Person: Ketan Chaurasia
SEBI Registration No.: INZ000259334
Banker to the Issue
HDFC Bank Limited
Lodha, Think Techno Campus 0-3 Level
Next to Kanjurmarg Railway Station
Kanjurmarg (East)
Mumbai – 400 042
Tel: 022- 30752929/ 2928/ 2914
Fax: NA
E-mail: siddharth.jadhav@hdfc.bank.in, eric.bacha@hdfc.bank.in, tushar.gavankar@hdfc.bank.in, pravin.teli2@hdfc.bank.in
47Website: www.hdfcbank.com
Contact person: Mr. Eric Bacha, Mr. Siddharth Jadhav, Mr. Sachin Gawade, Mr. Pravin Teli, Mr. Tushar Gavankar
SEBI Registration No.: INB100000063
Self-Certified Syndicate Banks
The banks registered with SEBI, which offer the facility of ASBA services, in relation to ASBA, where the Bid Amount will
be blocked by an SCSB, a list of which is available on the website of SEBI at
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34) and updated from time to time and at
such other websites as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named
by the respective SCSBs to receive deposits of Bid cum Application Forms from the Members of the Syndicate is available
on the website of the SEBI (http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and updated from
time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified
Locations, see the website of the SEBI (http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) as
updated from time to time.
Registered Brokers
The list of the Registered Brokers eligible to accept ASBA Forms, including details such as postal address, telephone number
and e-mail address, is provided on the websites of the BSE and the NSE at www.bseindia.com and www.nseindia.com,
respectively, as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of Stock Exchanges at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx? and https://www.nseindia.com/static/products-services/initial-
public-offerings-asba-procedures, respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of BSE at www.bseindia.com/Static/ PublicIssues/RtaDp.aspx? and on the website
of NSE at https://www.nseindia.com/static/products-services/initial-public-offerings-asba-procedures , as updated from time
to time.
48RISK FACTORS
An investment in the Celestia Units involves a high degree of risk. Investors should carefully consider all the information in
this Key Information of the Scheme, including the risks and uncertainties described below, before making an investment in
the Celestia Units. The risks described below are those that we consider to be most significant to our business, results of
operations, cash flows and financial condition as of the date of this Key Information of the Scheme. However, they are not the
only ones relevant to us or our Celestia Units, the industry or geographies in which we operate. Additional risks and
uncertainties, not currently known to us or that we currently do not deem material may also adversely affect our business,
results of operations, cash flows and financial condition and consequently, the trading price of our Celestia Units could
decline, and investors may lose all or part of their investment. In order to obtain a complete understanding of our business,
prospective investors should read this section in conjunction with “Our Business and Property” and “Industry Overview” on
page 25 and 74, respectively, in this Key Information of the Scheme. In making an investment decision, prospective investors
must rely on their own examination of us and our business and the terms of the Issue including the merits and risks involved.
This Key Information of the Scheme also contains forward-looking statements that involve risks and uncertainties and
assumptions. The actual results could differ significantly from those anticipated in these forward-looking statements as a
result of certain factors, including considerations described below and in “Forward-Looking Statements” on page 23.
Industry, macro-economic and market data and all industry-related statements in this section have been extracted from JLL
Report (which the Investment Manager commissioned and paid on our behalf), or the Valuation Report. The JLL Report has
been prepared and issued by JLL for the purpose of understanding the industry in which we operate exclusively in connection
with the Issue. For further details, see “Industry Overview” on page 74 and “Presentation of Financial Data and Other
Information—Valuation Data” on page 22. For further details and risks in relation to commissioned reports, see “Risk
Factors— 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 our behalf.” on page 55.
Any potential investor in the Celestia Units should pay particular attention to the fact that the Scheme is registered and
incorporated under the laws of India and is subject to an extensive regulatory environment that may differ significantly from
that of other countries. In making an investment decision, prospective investors must rely on their own examinations of us
and the terms of the Issue, including the merits and the risks involved. Prospective investors should consult their tax, financial
and legal advisors about the particular consequences of investing in the Celestia Units.
For the definitions of technical terms, please see “Definitions and Abbreviations” on page 11.
1. We have not executed certain agreements for the proposed acquisition of the Project Celestia and our ability to
consummate these transactions will impact the ability of the Investment Manager to complete this Issue.
Certain agreements for the proposed acquisition of the Project Celestia will only be executed post completion of the
Issue. The underlying transaction will only be given effect to after the Bid/Issue Closing Date. Whilst the Investment
Manager has entered into arrangements with the Seller by executing a Letter of Intent, we cannot assure you that we
will be able to execute and register the sale deed in relation to the acquisition of the Project Celestia by the Celestia
SPVs. Further, the Letter of Intent contains an exclusivity provision requiring completion of the Issue and the
proposed transaction within a specified timeline, and failure to complete the Issue and the acquisition of the Project
Celestia within the agreed period may have a material adverse effect on us. Additionally, the Lease Deed executed
with one of the tenants contains a restrictive clause requiring written consent for the proposed acquisition of the
Project Celestia. Whilst we have received in-principle no-objection confirmation from the said tenant, final written
consent is still pending. If we fail to obtain unconditional written consent, our ability to complete the Issue and the
proposed acquisition may be materially and adversely affected, which could have a material adverse effect on us.
Under the REIT Regulations, we are prohibited from making an initial public offer of Celestia Units unless the
aggregate value of the assets held by PropShare Celestia prior to the Allotment of Celestia Units in the Issue equals
or exceeds ₹500 million and does not exceed ₹5,000 million. Further, to acquire the Project Celestia, the Issue and
listing of the Celestia Units must be completed within the timelines prescribed under the LOI and the definitive
documents. Therefore, if these timelines are exceeded, the Seller, at their discretion, may terminate the transaction,
which will materially and adversely impact PropShare Celestia.
2. PropShare Celestia has no operating history and may not be able to operate our business successfully, achieve
our business objectives or generate sufficient cash flows to make or sustain distributions.
PropShare Celestia have been settled by way of an amendment to the Trust Deed on December 12, 2025, as a
contributory, determinate and irrevocable scheme under the Indian Trust Act, 1882. PropShare Celestia has acquired
the Celestia SPVs without the assets/ Project Celestia at nominal/ face value, pursuant to the SPAs and initial portfolio
acquisition transactions prior to filing of this Key Information of the Scheme. Further, these Celestia SPVs are newly
49incorporated entities. We do not have an operating history by which our performance may be judged. We are subject
to business risks and uncertainties associated with any new business enterprise formed through a combination of
existing business enterprises. Accordingly, there is no assurance that we will be able to operate our business
successfully or profitably, or that we will be able to achieve our investment objectives at all. There can be no
assurance that our future performance will be consistent with the past financial performance of the Project Celestia.
Further, we cannot guarantee that projected income mentioned in the Key Information of the Scheme will be
achieved. For more details, please refer “Risk Factors - Our 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.” on page 50.
3. 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 our lessees' ability to
meet their obligations and, consequently, our revenues and financial condition.
Project Celestia is occupied by four tenants, including three managed-office operators with base of 10 occupiers as
end users. Accordingly, approximately 97.32% of the total leasable area of the Project Celestia have been leased to
managed office providers and co-working space operators, who have further entered into contracts with multiple end
users in relation to their respective premises. Our rental income and the financial performance are significantly
dependent on the ability of our lessees to collect rent from the end users and fulfil their rental obligations to us.
The business operations, financial condition and sustainability of the underlying end users directly impact our
lessees’ ability to maintain occupancy levels, generate rental income and meet their payment obligations under the
lease agreements with us. Any adverse developments affecting the end users, including economic downturns,
changes in business conditions, sectoral challenges, regulatory changes, evolving workplace trends (such as increased
remote working arrangements), or operational difficulties, could lead to reduced occupancy, delayed rental payments,
defaults or premature termination of these further contracts by such end users. This, in turn, may result in our lessees
experiencing financial stress, leading to delayed rental payments, defaults in payment obligations, requests for rental
concessions, or early termination of lease agreements with the Celestia SPVs. Further, the layered leasing structure
limits our ability to directly assess, monitor or influence the credit quality, business operations and financial health
of the end users. We have no direct contractual relationship with the end users and therefore have limited recourse
or control over their occupancy, payment behaviour or business continuity. Further, the business model of managed
office providers and co-working space operators is dependent on maintaining high occupancy rates and diversified
tenant bases, and any material disruption to their business model or market conditions could adversely impact their
viability and, consequently, our rental income streams.
Additionally, while our lease agreements with the lessees contain protective provisions such as security deposits,
lock-in periods and rental escalation clauses, the enforcement of these provisions may be challenged or delayed in
the event of disputes, insolvency proceedings or other legal complications affecting our lessees. In the event of
insolvency or bankruptcy of our lessees, we may face difficulties in recovering outstanding dues, and the moratorium
provisions under the Insolvency and Bankruptcy Code, 2016 may prevent us from taking immediate enforcement
action.
Any material reduction in rental income, increased vacancy levels, or inability to renew leases on comparable terms
due to challenges faced by our lessees or the end users could materially and adversely affect the revenues, cash flows,
net distributable cash flows, distributions to Celestia Unitholders and our overall financial conditions.
4. Our 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.
We propose to derive our revenue from rentals from leasing of the Project Celestia. The table below presents a
breakdown of the revenue from lease rentals for the nine months ended December 31, 2025, and for the Financial
Years ended March 31, 2025, 2024, and 2023:
(in ₹ million)
Year FY 2023 FY 2024 FY 2025 FY 2026*
Project Celestia 12.95 122.81 164.29 137.85
*FY 2026 till December 31, 2025
50Accordingly, the success of the Project Celestia is highly dependent on the performance of the commercial real estate
market in Nehru Nagar, Ahmedabad as well as broader macroeconomic factors, including inflation, interest rates,
foreign investment inflows, demographic and political conditions. The commercial real estate market and rental rates
may be affected by several factors outside our control, such as prevailing global and local economic conditions,
cyclical downturns as well as downturns in specific sectors where tenants occupying the Project Celestia are
concentrated. Further, rising interest rates, fluctuations in currency exchange rates, uncertainty in global trade
policies, increases in property taxes, changes in development regulations, zoning laws and other applicable
regulations, environmental or sustainability-related mandates, political instability, acts of terrorism, natural or man-
made disasters, pandemics such as COVID-19, tightening of liquidity conditions impacting availability of financing,
increases in operating costs, disruptions in public infrastructure, among others, may adversely impact the operations
of our tenants. The occurrence of any such events could lead to a decline in demand for office space or a slowdown
in rental escalations, which may adversely impact rental income from such assets or result in a decline in the capital
value of our Project Celestia. Additionally, sustained negative market conditions may impact our ability to attract
and retain high-quality tenants, thereby affecting occupancy rates and cash flows.
5. Our 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.
This Key Information of the Scheme contains forward-looking statements regarding, amongst other things, the
projections of revenue from operations, cash flow from operating activities and NDCF for the Projections Period set
out in the section titled “Projections” at Annexure 1 as per the REIT Regulations. The revenue from operations, cash
flow from operating activities and NDCF projections are only estimates, based on certain assumptions of possible
future operating results and are not guarantees of future performance. There is no assurance that these projections
will be realized, as actual results may be impacted by economic downturns, tenant defaults, interest rate fluctuations
and changes in tax or regulatory policies.
Further, the revenue from operations, cash flow from operating activities and NDCF for the Projections Period may
be impacted by various factors beyond our control, such as inflationary pressures, changes in tenant demand, and
fluctuations in borrowing costs. Further, it has also been assumed that there will be no material adverse change in
key taxation, regulatory or other applicable legislations during the Projections Period. Any amendments in REIT tax
treatment, stamp duty, corporate tax rates or any future disallowance of tax-deductible expenditure may significantly
impact projected distributions. If these assumptions prove incorrect, projected financial outcomes, including cash
flows and distributions, may be affected. Further, the Projections also assume that 100% of the cash generated during
the year after accounting for all outflows will be distributed for the Projections Period.
The Projections and forward-looking statements are inherently uncertain and are based on a number of external and
internal assumptions which are subject to uncertainties and contingencies that are outside of our control and may not
materialize. For further details, see “Projections” at Annexure 1. This may adversely affect our ability to achieve the
forecasted and projected distributions as events and circumstances assumed may not occur as expected, or events
and circumstances may arise which are not anticipated. No assurance is given that the assumptions underlying these
projections will be realized, and that the actual distributions may differ materially from forecasted figures.
6. The title and development rights or other interests over land where our Project Celestia is located may be subject
to legal uncertainties, which may interfere with our ownership rights and result in us incurring costs to remedy
and cure such defects.
We have relied on independent third parties to conduct due diligence in relation to title verification and valuation of
our Project Celestia. To the extent that such third parties miscalculate or fail to identify risks and liabilities associated
with the asset in question, the relevant Project Celestia may be affected by defects in title, or the valuation may not
be accurate in nature. Further, there may be certain legal defects and irregularities in the title to the lands or other
interests relating to our Project Celestia including certain inaccuracies in and unavailability of historical data in
respect of the devolution of title to land. Third parties may claim or seek to claim an interest in such land. In certain
instances, while the Project Celestia is developed based on the plans sanctioned by relevant authorities, there may be
discrepancies between the approval and the actual land area. Further, there may be discrepancies in the description
and extent of the land (including the Project Celestia) as described in various title documents. These defects,
irregularities or claims may not be fully identified or assessed. For further details, see “Legal and Other Information”
on page 141.
The rights or title in respect of the land and building where our Project Celestia has been constructed may be adversely
affected by incomplete, improperly executed, unregistered or insufficiently stamped or missing instruments in the
property’s chain of title, irregularities in the process followed by third parties who acquired the land or conveyed the
51land in favour of the Celestia SPVs, irregularities or mismatches or lacuna in record-keeping or title documents, non-
payment of property taxes or other defects that we may not be aware of. Presently, there are no instances which may
lead to the rights or title of our Celestia SPVs to be adversely affected. For further details, see “Legal and Other
Information” on page 141.
The Project Celestia is located on land acquired from third parties. While we may have validly acquired right, title
and interest in such land from the relevant third parties, we cannot assure you that the prior acquisition of land by
the relevant entities will not be questioned. For further details, refer to “Legal and Other Information” on page 141.
Legal disputes in respect of land title in India can take several years and can entail considerable expense to resolve
if they become the subject of court proceedings and their outcome can be uncertain. If such disputes are not resolved,
the Celestia SPVs may either lose their interest in the disputed land or may be restricted from further development
thereon. The failure to obtain good title to a particular plot of land may impact the operations of the relevant asset,
lead to write-off expenditures in respect of development and other adverse consequences. The method of
documentation of land records in India has not been fully computerized. Land records may be hand-written, in local
languages, illegible or may not match with the approvals granted to us by regulatory authorities. Land records may
also be untraceable or not always updated. The land updating process can take a significant amount of time and can
result in inaccuracies or errors and increase the difficulty of obtaining property records and/or materially impact the
ability to rely on them. Limited availability of title insurance, coupled with difficulties in verifying title to land, may
increase the vulnerability of our title over the land that is part of our Project Celestia. This could result in a loss of
title to the property, affect valuations of the property, or otherwise materially prejudice the development of the
property, which could in turn have a material and adverse effect on our business, financial condition, results of
operations or cash flows.
7. 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 our ability to attract quality tenants
and achieve optimal lease terms.
Unlike established office markets such as Mumbai, Bangalore, Delhi-NCR, Pune and Hyderabad, Ahmedabad is an
emerging commercial real estate market with a relatively nascent institutional-grade office ecosystem. The city's
commercial office market is still in the process of gaining wider acceptance amongst institutional occupiers,
multinational corporations and large domestic enterprises as a preferred location for significant office operations.
The relatively limited depth of occupier demand in Ahmedabad, compared to mature markets, may restrict our ability
to attract a diverse and creditworthy tenant base, achieve competitive rental rates, negotiate favourable lease terms
or secure long-term lease commitments. Occupiers may exhibit greater caution in committing to office space in
emerging markets, resulting in longer leasing cycles, higher tenant bargaining power and increased susceptibility to
tenant attrition.
Further, Ahmedabad's position as a transitioning market means that occupier preferences, absorption rates and rental
growth trajectories remain less predictable than in established markets. Any perception amongst occupiers regarding
inadequacies in the city's business ecosystem, talent availability, infrastructure development or competitive
positioning relative to other cities could result in subdued demand for office space. Additionally, competing supply
from other emerging markets or shifts in occupier preferences towards more established locations could further
impact the attractiveness of Ahmedabad as an office destination.
If Ahmedabad fails to achieve anticipated growth or broader occupier acceptance, or if the transition to a mature
market is delayed or disrupted, our ability to maintain occupancy levels, achieve rental growth and secure
replacement tenants may be adversely affected, which could have a material adverse impact on our revenues,
distributions to Celestia Unitholders and financial performance.
8. The Investment Manager may not be able to execute our growth strategy successfully resulting in inability to offer
projected yields.
Our growth depends on the ability of the Investment Manager to manage the Celestia SPVs under the scheme in a
timely and cost-effective manner. If the Investment Manager determines that the expenses required for the operation
of the Celestia SPVs is higher than projected, the Investment Manager’s ability to make projected distributions may
be adversely affected. In addition, the projected yields which the Investment Manager anticipates may not
materialize, disabling it to offer the projected distribution yield to the investors, which may impact investors’
expectations and valuation of the Celestia Units.
52Further, our ability to make distributions to Celestia Unitholders could be adversely affected if direct expenses and
other operating expenses increase due to various factors including, without limitation, , changes in tax policies and
other regulatory requirements and increase in repair and maintenance costs, betterment charges and energy and utility
cost escalations. As Project Celestia ages, the costs of maintenance will increase and, without significant expenditure
on refurbishment, the asset’s marketability and gross asset value may decline. The business and operations of Celestia
SPVs may also suffer some disruption, and it may not be possible to collect full or any rental income on space
affected by such renovation or redevelopment works, especially if such works are extensive. While there has been
no precedent of such events, till the date of this Key Information of the Scheme, any physical damage to the Project
Celestia from an earthquake, fire or other causes may also lead to a significant disruption to the business and operation
of the affected Celestia SPVs and, together with the foregoing, may impose unanticipated costs on us and have an
adverse impact on our financial condition, results of operations and cash flows and our ability to make distributions
to the Celestia Unitholders.
9. The Valuation Report obtained for our 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.
KZEN Valtech Private Limited, represented by its director, Mr. Sachin Gulaty, as the independent Valuer, assisted
by JLL by way of providing the industry assessment service, has issued a valuation report based on certain key
assumptions regarding market conditions, property demand and projected income streams, setting out their opinion
as to the value of the Project Celestia as of September 30, 2025. For details on the assumptions, disclaimers and
methodology used in the Valuation Report, see “Valuation Report” at Annexure 2 of this Key Information of the
Scheme. Further, the Valuer has followed a particular methodology to arrive at the valuation. There is no assurance
that other methodologies, including discounted cash flow analysis or market-based comparables, would not have led
to a different valuation. The Valuation Report provides only an indicative valuation at a particular point in time and
is based on prevailing market conditions, which are subject to change and does not guarantee an accurate
representation of future asset values and may not reflect all the information that may be necessary or desirable to
fully evaluate us or the Project Celestia or an investment in the Celestia Units. The Valuation Report contains
forecasts, projections and other forward-looking statements that relate to future events that involve risks and
uncertainties. These assumptions and forecasts may cause the actual results or performance to be significantly
different from any future results or performance expressed or implied by the forward-looking statements. The
Valuation Report is not intended to serve as a guarantee of future performance and does not confer rights or remedies
upon investors or any other person, and does not constitute and should not be construed as any form of assurance as
to our financial condition or future performance or as to any other forward-looking statements included therein,
including those relating to macroeconomic factors, by or on behalf of the Investment Manager, the Lead Manager or
us. Further, we cannot assure you that the valuation prepared by the Valuer reflects the true value of the net future
revenues of the Project Celestia. Further, in the event that the Valuer does not continue to value the Project Celestia
subsequent to the listing of PropShare Celestia, and a new valuer is appointed for the purpose of the ongoing
valuation, we cannot assure you that the methodology, assumptions, and valuation will not be different from the
valuation arrived at by the Valuer in the Valuation Report. The Valuer has used certain assumptions regarding rental
escalations, vacancy risks, and projected market growth, which are subject to uncertainties and contingencies and
may not materialize as anticipated.
The Valuation Report has not been updated since the date of its issue and does not consider any subsequent
developments that have occurred since its issuance. Further, the Valuation Report should not be considered as a
recommendation by us, the Investment Manager, Trustee, the Lead Manager or any other party, and that any person
should not take any action based on such valuation. Accordingly, investors should not rely solely on the Valuation
Report in making an investment decision to subscribe to or purchase Celestia Units.
10. 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 us and our ability to operate in accordance with the REIT Regulations.
In accordance with Regulation 26T (2) of the REIT Regulations, scheme of the SM REIT is required to invest at least
95% of the value of its assets in completed and revenue generating properties and is prohibited from investing in
under-construction or non-revenue generating real estate assets. Continuous compliance with this requirement is
critical for the scheme to maintain its status and operate as SM REIT’s scheme.
In the event any of our existing lessees terminate their lease agreements, whether due to expiry of the lease term,
exercise of early termination rights, defaults, insolvency, or for any other reason, the vacant portion of the Project
Celestia would cease to generate rental revenue. Depending on the extent of such vacancy and the time required to
secure replacement tenants, we may temporarily or persistently hold a portion of our assets in non-revenue generating
53properties, potentially resulting in non-compliance with the 95% investment threshold prescribed under the REIT
Regulations.
Our ability to quickly replace outgoing lessees and restore the Project Celestia to revenue generating status as per
the REIT Regulations depend on various factors beyond our control, including prevailing market conditions, demand
for commercial office space in Ahmedabad, Gujarat, competitive supply, rental expectations, and the time required
for tenant identification, negotiation and lease execution. Any prolonged vacancy period could result in the PropShare
Celestia being in breach of the regulatory requirements, which may attract regulatory action, penalties, or other
enforcement measures prescribed under the REIT Regulations, and could also adversely affect investor confidence,
PropShare Celestia's reputation, rental income, distributions to Celestia Unitholders and overall financial
performance.
11. Tenant leases across our 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 our
revenues.
We derive our revenue from lease income in connection with the leasing of Project Celestia. Lease Deeds with tenants
across the Project Celestia may expire and may not be renewed for various reasons. Tenants may be late in rental
payments or delay the commencement of the lease. The renewal process of the Lease Deeds with existing tenants
may also involve delays in the execution and registration of such agreements, resulting in the tenants being in
possession of units without enforceable legal documents for a limited period, which may limit our ability or the
ability of our Investment Manager to enforce the terms of such agreements in a court of law during such period. We
may be subject to dispute or litigation on account of non-compliance by any party of the terms of such agreements
which may have a negative impact on our reputation and operations. Further, there may be delay in renewal or non-
renewal or renewal at lower rentals, as some of our tenants obtain regulatory benefits for the Lease Deeds from the
Gujarat Government. For more details, please see “Regulations and Policies” on page 144.
If we are unable to secure new tenants on favourable terms or within a reasonable timeframe, our rental revenues
may decline. Our tenants’ decision to terminate or not renew their lease agreements could be based on a number of
factors, including global macroeconomic trends or trends affecting specific industries or sectors. Unforeseen
regulatory or legal changes affecting tenant leasing structures, rental pricing, or property taxation may further impact
our revenue streams. If our tenants are required to reduce operating costs or employee headcount, they may terminate
or fail to renew their lease agreements. Further, certain tenants may seek renegotiations, rental concessions, or rent
deferrals, particularly during economic downturns or unforeseen disruptions.
12. The operations and management of the Stratum @ Venus Grounds in which the Project Celestia is located are
undertaken by a society, and we only have influence proportionate to our ownership in the building. Decisions
taken by the society may not align with our interests and could adversely affect our operations and financial
performance.
The Project Celestia forms part of a larger commercial building (Stratum @ Venus Grounds), the operations and
maintenance of which are managed by a society comprising multiple owners within the Stratum @ Venus Grounds.
As we only hold a proportionate ownership interest in the building corresponding to the Project Celestia, our ability
to influence or control decisions taken by the society is limited to our pro-rata voting rights. Key operational and
strategic decisions affecting the building, including decisions relating to common area maintenance, capital
expenditure for repairs and upgrades, appointment of facility management service providers, implementation of
sustainability measures, allocation of operating costs, enforcement of building regulations, security arrangements,
and policies governing tenant operations, are taken collectively by the society based on majority or special
resolutions. We cannot ensure that such decisions will always align with our interests or the interests of the Celestia
Unitholders.
The society may approve expenditures, policy changes, or operational modifications that we consider unfavourable,
commercially disadvantageous, or inconsistent with our asset management strategy. For instance, the society may
approve significant capital expenditure for building upgrades that increase our proportionate financial obligations,
impose restrictions on tenant operations that affect our ability to attract or retain lessees, or delay necessary
maintenance activities that could impact the marketability or value of the Project Celestia. Additionally,
disagreements or disputes amongst society members could result in operational inefficiencies, delays in decision-
making, or litigation, any of which could adversely impact the functioning of the Stratum @ Venus Grounds.
Our limited ability to control or influence decisions taken by the society may restrict our flexibility in managing the
Project Celestia in accordance with our investment strategy and may result in increased costs, operational constraints,
54or adverse changes to the building's management that could materially and adversely affect our business, rental
income, asset value, distributions to Celestia Unitholders and overall financial performance.
13. 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.
There is no public market for the Celestia Units prior to the Issue and an active public market for the Celestia Units
may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a trading market for
the Celestia Units will develop or, if a market does develop, that there will be liquidity of that market for the Celestia
Units. If an active trading market does not develop, you may have difficulty selling your Celestia Units, and the value
of your Celestia Units may be impacted by limited price discovery, lack of sufficient market depth, or low trading
volumes. Accordingly, prospective Celestia Unitholders should view the Celestia Units as illiquid and must be
prepared to hold their Celestia Units for an indefinite period.
The Issue Price may not be indicative of the market price of the Celestia Units upon listing. The price of the Celestia
Units may fluctuate after the Issue as a result of several factors, including volatility in the Indian and global securities
markets, our financial and operational performance, performance of our competitors (including the first and second
scheme of the Property Share Investment Trust, namely PropShare Platina and PropShare Titania, respectively),
developments in the Indian SM REIT sector, investor perception and sentiment towards investments in the Indian
SM REIT sector and alternative asset classes, any adverse media reports concerning our assets or the Indian SM
REIT sector, significant developments in India’s economic liberalization and deregulation policies, macroeconomic
factors, including inflation and interest rate movements and significant developments in India’s fiscal regulations.
The trading price of the Celestia Units might also experience decline in reaction to broader market downturns and
black swan events that affect the entire market and/or the performance of other companies in the Indian real estate
industry even if these events do not directly affect or are unrelated to our business, financial condition, cash flows or
operating results. If the market price of the Celestia Units declines significantly, investors may face difficulties and/or
be unable to exit their investment in Celestia Units at or above their purchase price, if at all. There can be no assurance
that the market price of the Celestia Units will not be volatile, nor that it will not decline significantly in the future.
14. We may not be able to maintain adequate insurance to cover all losses we may incur in operations of Project
Celestia.
Despite the insurance coverage that Project Celestia carries, it may not be fully insured against some business risks
and the occurrence of accidents that cause losses in excess of limits specified under the policies insuring it, or losses
arising from events not covered by the insurance policies covering it, which could materially and adversely affect
our financial condition, results of operations and cash flows. For instance, the existing insurance policies of the
Project Celestia do not include coverage for damages due to terrorism, communicable diseases, and presence of
flammable substances. Furthermore, the policy coverage excludes certain types of assets from their scope of
coverage.
Although we believe the Seller has industry standard insurance for the Project Celestia, if a fire or natural disaster
substantially damages or destroys a portion or all of the Project Celestia, the proceeds of any insurance claim may be
insufficient to cover rebuilding costs.
While we shall ensure that we have adequate insurance policies covering Project Celestia, at all times post
acquisition, to make our claims in case of above-mentioned damages, there can be no assurance that any future claim
under the insurance policies will be honoured fully, on time, or at all, or that we would have taken out sufficient
insurance to cover all of our losses. In addition, the insurance policies expire from time to time. We apply for the
renewal of our insurance coverage in the normal course of our business, but we cannot assure you that such renewals
will be granted in a timely manner, at an acceptable cost or at all. For some of our insurances, we may not have
designated a third-party as beneficiary/co-insured to our insurance or secured the approval of such third parties for
availing such insurance as required by regulations or contractual obligations, which may have an impact on the
amount of insurance claim to be paid out. To the extent that we suffer loss or damage, or successful assertion of one
or more large claims against us for events for which we are not insured, or for which we did not obtain or maintain
insurance, or which is not covered by insurance, exceeds our insurance coverage or where our insurance claims are
rejected or where our insurance policies are not renewed in a timely manner, the loss would have to be borne by us
and our results of operations, financial performance and cash flows could be adversely affected.
15. 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 our behalf.
55The information in the section titled “Industry Overview” on page 74 and in other sections in this Key Information
of the Scheme is based on the JLL Report dated January 5, 2026, the Technical Report dated January 5, 2026, and
the Valuation Report dated January 6, 2026. Industry-related data, market intelligence and other data pertaining to
the Project Celestia and the Scheme has been provided by JLL to the Valuer, for the purpose of undertaking the
valuation exercise in relation to the Issue and accordingly has been included as part of the Valuation Report and
elsewhere in this Key Information of the Scheme. Neither we, nor the Trustee, the Investment Manager and the Lead
Manager nor any other person connected with the Issue has independently verified or validated all of the information
in the JLL Report. There may be assumptions, forward-looking statements or market estimations in these reports that
differ from actual future conditions. The Investment Manager has exclusively commissioned and paid for these
reports for the purposes of inclusion of industry information in the Key Information of the Scheme. There are no
parts, data or information (which may be relevant for the proposed Issue), that has been left out or changed in any
manner. However, these reports are subject to limitations, and investors should be aware that past trends and market
assessments may not accurately predict future performance. The reports have been prepared based on information as
of specific dates and may no longer be current or reflect current trends. Further, opinions in the reports are based on
estimates, projections, forecasts and assumptions may prove to be incorrect.
16. The Project Celestia currently holds an IGBC Platinum rating. However, there can be no assurance that we 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.
The Project Celestia has been awarded a Platinum rating by the Indian Green Building Council (“IGBC”), which is
the highest certification level for green buildings in India. This rating enhances the marketability of the Project
Celestia and is a key factor in attracting and retaining high-quality tenants who prioritise sustainability and
environmental, social and governance standards. However, maintaining the IGBC Platinum rating requires ongoing
compliance with stringent sustainability criteria, including energy efficiency standards, water conservation measures,
waste management protocols, indoor environmental quality benchmarks and sustainable operational practices. The
IGBC may periodically revise or enhance the criteria and requirements for Platinum certification, which could
necessitate additional capital expenditure, operational modifications or implementation of enhanced sustainability
measures to maintain the current rating.
There can be no assurance that we will be able to continue to meet the evolving requirements for IGBC Platinum
certification or that we will allocate sufficient resources to maintain compliance with such standards. If we fail to
maintain the requisite sustainability measures or if the certification criteria are revised in a manner that renders
compliance commercially unviable or operationally impractical, the Project Celestia may be downgraded to a lower
certification level or may lose its IGBC certification altogether.
Any downgrade or loss of the IGBC Platinum rating could adversely affect the attractiveness of the Project Celestia
to prospective and existing tenants, result in lower rental rates, reduce tenant retention, diminish the asset value and
materially and adversely affect our rental income, financial performance and distributions to Celestia Unitholders.
17. 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
our business, financial condition, results of operations, cash flows and prospects.
Our business is subject to various statutory and local state laws and regulatory requirements, including permitting,
licensing and zoning requirements, building codes, fire, health, life-safety, emission norms, green cover requirements
and similar regulations, which are subject to amendments, modifications and evolving interpretations. Local
regulations, including municipal or local ordinances, may impose additional restrictions and restrictive covenants
which may restrict our use of our assets and may require us to obtain approval from local officials or community
standards organisations at any time with respect to our assets. Such local regulations may cause us to incur additional
costs to develop, renovate, maintain or operate our properties in accordance with the particular rules and regulations.
For instance, if Project Celestia is required to comply with revised environmental regulations mandating an increased
percentage of green cover or stricter emission standards, or enhanced sustainability disclosures, we may be required
to undertake modifications to the asset, including but not limited to additional landscaping measures, installation of
emission control systems, modifying asset operations, undertake additional compliance measures or obtaining new
environmental clearances. Failure to comply with such regulatory requirements in a timely manner may result in
monetary penalties, fines or litigation, regulatory scrutiny, operational restrictions, any of which could have a
material adverse effect on our business, financial condition, results of operations, and cash flows. Presently, the
Project Celestia does not have the requisite permission to extract and utilise ground water for building operations.
Whilst an application for such permission has been submitted to the relevant authorities, there can be no assurance
56that the application will be approved within the anticipated timeframe or without conditions. Failure to obtain the
requisite permission may result in reliance on alternative water sources at higher costs, regulatory penalties,
enforcement action or increased operating expenses, which could materially and adversely affect our operations and
financial performance.
Whilst there have been no instances of non-compliance in the past except as mentioned above, we cannot assure you
that all compliances or periodic filings required to be made in relation to the Project Celestia will be made in a timely
manner or at all. Failure to comply with applicable laws and regulations could result in fines and/or damages,
suspension of personnel, civil liability or other sanctions, which could result in a material and adverse effect on our
business, financial condition, results of operations and cash flows. REIT Regulations impose restrictions on the
investments made by us and require us to adhere to certain investment conditions, which may limit our ability to
acquire and/or dispose of assets or explore new opportunities. Changes in SEBI regulations, taxation laws, or
compliance frameworks may materially impact our business model, cash flow distributions and investor returns.
18. We propose to operate in a competitive environment and increasing competitive pressure could adversely affect
our business and the ability of our Investment Manager to execute our growth strategy.
We propose to operate our businesses in an increasingly competitive and highly fragmented environment. We could
face significant competition in our business from a large number of private players operating within the commercial
real estate sector, with comparable projects, who hold commercial office real estate assets located within the vicinity
of the Project Celestia. The extent of the competition we could face depends on a number of factors, such as the
rental pricing strategies, asset location and accessibility, services, amenities and infrastructure quality, leasing terms
and the nature and condition of the premises to be leased. Competition from other developers in India could result in
pricing pressure, reduced occupancy rates and higher tenant turnover which may adversely affect the ability of our
Investment Manager to lease the Project Celestia. Continued development by other market participants could lead to
a supply-demand imbalance, resulting in oversaturation of commercial office spaces. This could limit our ability to
secure new tenants, renew existing leases at favourable rates and maintain projected rental yields, adversely affect
our business financial condition, results of operations and cash flows.
19. Our 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 our management will have broad discretion over the
use of the Net Proceeds.
We intend to utilize the Net Proceeds of the Issue as set forth in the section titled “Use of Proceeds” on page 135.
The funding requirements mentioned as a part of the use of proceeds of the Issue are based on internal management
estimates and commercial considerations and have not been appraised by any bank or financial institution. This
assessment is based on current conditions and is subject to change in light of changes in external economic factors,
regulatory developments, costs, business initiatives, other financial conditions or modifications to our business
strategies.
Based on the competitive nature of our industry, we may have to revise our business plan and/or management
estimates from time to time and consequently our funding requirements may also change. Accordingly, prospective
investors in the Issue will need to rely upon our management’s judgment and discretion with respect to the use of
Net Proceeds.
Accordingly, use of the Net Proceeds for other purposes identified by our management may not result in actual
growth of our business, increased profitability or an increase in the value of our business and your investment.
20. We have limited financial performance of Project Celestia and may not be able to operate our business
successfully, achieve our business objectives or generate sufficient cash flows to make or sustain distributions.
While the Project Celestia has financial performance of 3.9 years, the Property Share Investment Trust was
established on June 27, 2024, in Bangalore, Karnataka, India as a contributory, determinate and irrevocable trust
under the provisions of the Indian Trusts Act, 1882, pursuant to a trust deed dated June 27, 2024, as amended on July
19, 2024, February 21, 2025 and December 12, 2025. PropShare Celestia is the third scheme of the Trust after the
(i) first scheme PropShare Platina which was listed with the Stock Exchange on December 10, 2024, and (ii) second
scheme PropShare Titania which was listed with the Stock Exchange on August 4, 2025, and have limited operating
history by which our performance may be judged. We are subject to inherent business risks and uncertainties
associated with any new business enterprise formed through a combination of existing business enterprises including,
without limitation, integration of assets into a single investment structure, execution of our investment and growth
strategies, fluctuations in market conditions affecting demand for commercial real estate and regulatory and taxation
changes impacting REIT operations. Accordingly, there is no assurance that we will be able to operate our business
57successfully or maintain stable occupancy rates or generate targeted returns for the Celestia Unitholders, or that we
will be able to achieve our investment objectives. Additionally, our ability to sustain long-term distributions is
dependent on multiple factors, including rental growth, lease renewals, asset appreciation, and effective capital
management.
21. The Investment Manager's fee structure and ability to provide services to competing real estate assets may give
rise to potential conflicts of interest.
The Investment Manager charges the Celestia SPVs fees at the time of acquisition and exit of assets, as well as
ongoing administration and asset management fees. This fee structure may create conflicts of interest, as the
Investment Manager may be incentivised to pursue transactions that generate higher fees rather than maximise long-
term value for Celestia Unitholders.
Furthermore, the Investment Manager is not restricted from providing services to competitors in Ahmedabad or
elsewhere, including other real estate investment trusts, assets housed under separate schemes of the Trust, or
additional assets under the same scheme. Certain principals and employees of the Investment Manager may be
involved in other real estate investments, projects and businesses with overlapping investment objectives, which may
result in:
• allocation of investment opportunities away from PropShare Celestia;
• dilution of management focus and resources; and
• competition for tenants with other assets managed by the Investment Manager.
Whilst the Investment Manager is subject to fiduciary duties under the SEBI REIT Regulations, we cannot assure
you that potential conflicts of interest will not arise or will be resolved favourably to Celestia Unitholders. Any such
conflicts could materially and adversely affect our financial performance and distributions to Celestia Unitholders.
Risks Related to the Ownership of the Celestia Units
22. PropShare Celestia may be dissolved, and the proceeds from the dissolution thereof may be less than the amount
invested by the Celestia Unitholders.
PropShare Celestia has been settled by the Investment Manager as the third scheme of the Property Share Investment
Trust, which in turn has been set up as an irrevocable trust, registered under the Registration Act, 1908. The
PropShare Celestia can only be extinguished: (i) upon the liquidation of the assets of the PropShare Celestia; (ii) if
there are no projects or assets remaining under the PropShare Celestia and it does not invest in any project for six
months thereafter; (iii) if the PropShare Celestia fails to maintain the minimum public holding for the Celestia Units
and the breach is not cured within six months from the date of breach; (iv) in the event SEBI cancels, revokes or
suspends the certificate of registration that has been granted to the Trust; or (v) in the event the Trust becomes illegal.
In the event of dissolution, the net assets remaining after settlement of all liabilities, and the retention of any reserves
which the Trustee deems to be necessary to discharge contingent or unforeseen liabilities, shall be distributed to the
Celestia Unitholders. Should we be dissolved, depending on the circumstances and the terms upon which our assets
are disposed of, there is no assurance that a Celestia Unitholder will recover all or any part of his investment, as asset
disposal values may be lower than expected. There may also be uncertainty around the interpretation and
implementation of certain provisions in relation to insolvency of a trust and its Schemes under the Insolvency and
Bankruptcy Code, 2016.
23. 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.
The REIT Regulations, REIT Master Circular and the SEBI Guidelines govern the affairs of SM REITs in India.
However, unlike the statutory and regulatory framework governing companies that have listed their equity shares on
a recognised stock exchange in India, the regulatory framework applicable to real estate investment trusts is relatively
nascent and thus, still evolving. While the REIT Regulations were notified with effect from September 26, 2014, the
guidelines and procedures and a public issue of units by a real estate investment trust were notified by SEBI on
December 19, 2016, and the requirements for disclosure of financial information in the offer documents were issued
by SEBI on December 26, 2016. Further, pursuant to a circular dated December 29, 2016, SEBI has prescribed
certain continuous disclosure requirements that will be applicable to us after listing. However, provisions in relation
to small and medium real estate investment trust have been notified in the March 2024.
58Accordingly, the ongoing disclosures made to Celestia Unitholders under the REIT Regulations may differ from
those made to the shareholders of a company that has listed its equity shares on a recognized stock exchange in India
in accordance with the SEBI Listing Regulations. Further, the applicability of other regulations such as the Securities
and Exchange Board of India (Intermediaries) Regulations, 2008 and the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to the Property Share Investment Trust and
the Celestia Units is unclear.
The Trust Deed and various provisions of Indian law govern our operations. Legal principles relating to these matters
and the validity of corporate procedures, fiduciary duties and liabilities, and the rights of the Celestia Unitholders
may not be as extensive as the rights of the shareholders of a company that has listed its equity shares upon a
recognized stock exchange in India or a trust in another jurisdiction, and accordingly, the protection available to the
Celestia Unitholders may be narrower than those available to such shareholders. For instance, shareholders of listed
companies are entitled to an exit in case of any variation in the objects of a public issue. Celestia Unitholders of
PropShare Celestia do not have similar rights. Further, given the nascent stage of the regulatory regime for SM REITs
in India, safeguards available to shareholders of listed companies in respect of insider trading, takeovers and
fraudulent and unfair trade practices may not be fully applicable to Celestia Unitholders. Celestia Unitholders’ rights
and disclosure standards under Indian law may also differ from the laws of other countries or jurisdictions. See
“Rights of Celestia Unitholders” on page 188.
24. 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.
Fluctuations in the exchange rates between the Indian Rupee and other currencies will affect the foreign currency
equivalent of the Indian Rupee price of the Celestia Units. Such fluctuations will also affect the amount that holders
of the Celestia Units will receive in foreign currency upon conversion of any cash distributions or other distributions
paid in Indian Rupees by us on the Celestia Units, and any proceeds paid in Indian Rupees from any sale of the
Celestia Units in the secondary trading market. Changes in monetary policies, inflation rates and global economic
conditions may further exacerbate foreign exchange volatility.
25. 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.
Any future issuance of Celestia Units by us could dilute existing investors’ holdings of Celestia Units. Any such
future issuance of Celestia Units may also materially and adversely affect the trading price of the Celestia Units and
could impact our ability to raise further capital through an offering of our Celestia Units. There can be no assurance
that we will not issue further Celestia Units. In addition, any perception by investors that such issuances by us or
sales by any significant Celestia Unitholders might occur could also adversely affect the trading price of the Celestia
Units. Similarly, if significant Celestia Unitholders dispose of large volumes of Celestia Units in the market, the
increased supply may negatively impact trading prices.
Upon completion of the Issue, 5% of the total number of Celestia Units will be held by the Investment Manager.
Please see “Information Concerning the Celestia Units – Investment Manager lock-in” on page 166. The Celestia
Units will be tradable on the Stock Exchanges. The Investment Manager (following the lapse of the statutory lock-
in period) may sell a portion of the Celestia Units held by them, which portion may be substantial, and which sale
could increase the aggregate number of Celestia Units available for active trading on the Stock Exchanges. Any sale
of the Celestia Units by the Investment Manager may also impact trading prices. A secondary offering of the Celestia
Units by us, if undertaken, may also increase the aggregate number of Celestia Units being traded, which could have
an adverse impact on the market price for the Celestia Units. These sales may also make it more difficult for us to
raise capital through the issue of new Celestia Units at a time and at a price we deem appropriate.
26. The price of the Celestia Units may decline after the Issue.
The Issue Price will be determined by the Investment Manager in consultation with the Lead Manager. The Issue
Price is based on a combination of valuation assessments, investor demand, and prevailing market conditions, but
may not be indicative of the actual market price of the Celestia Units upon completion of the Issue. The market price
of the Celestia Units may be subject to fluctuations due to various external and internal factors, including, among
others:
• the perceived growth potential of our business and investments and the Indian real estate market;
• differences between our actual financial and operational results and those expected by investors and
analysts;
59• changes in research analysts’ recommendations or earnings projections;
• changes in broader economic or market conditions;
• the market value of Project Celestia;
• the perceived attractiveness of the Celestia Units against those of other business trusts, equity or debt
securities;
• the balance of buyers and sellers of the Celestia Units;
• Investor sentiment towards SM REIT investments and alternative asset classes;
• the size and liquidity of the Indian SM REIT market;
• any changes to the regulatory system, including the tax system, both generally and specifically in relation
to India business trusts;
• speculation in the press or investment community;
• the ability of the Investment Manager to implement successfully its investment and growth strategies;
• fluctuations in foreign exchange rates; and
• broad market fluctuations, including changes in interest rates and weakness of the equity and debt markets.
To the extent that we retain cash flow for operational flexibility, capital expenditures, or working capital reserves or
other purposes, these retained funds, while increasing the value of our underlying assets, may not translate into an
immediate appreciation in the market price of the Celestia Units. Our failure to meet market expectations with regard
to future earnings, rental income growth and cash distributions may negatively impact investors’ confidence and
materially and adversely affect the market price of the Celestia Units.
In addition, the Celestia Units are subject to market risks and are not capital-safe or fixed income products and there
is no guarantee that Celestia Unitholders can regain the amount invested, in full or in part. If we are extinguished or
dissolved, or otherwise unable to generate sufficient returns, it is possible that investors may experience partial or
complete loss of their investment in the Celestia Units.
27. 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.
Pursuant to the REIT Regulations, REIT Master Circular and the SEBI Guidelines, investors are required to pay the
Bid Amount on submission of the Bid, and are not permitted to withdraw or reduce their Bids (in terms of quantity
of Celestia Units or the Bid Amount) at any stage after submitting a Bid, despite adverse developments in
international or national monetary policy, financial, political or economic conditions, our business, results of
operations, cash flows, adverse developments or otherwise, at any stage after the submission of their Bids.
28. Our rights and the rights of the Celestia Unitholders to recover claims against the Investment Manager or the
Trustee are limited.
Under the Investment Management Agreement, the Investment Manager is not liable for, among other things, any
action or omission, if it has carried out its duties and exercised its powers with reasonable skill and care expected of
an Investment Manager (except in the case of fraud, negligence or willful misconduct). Pursuant to the Trust Deed,
the Trustee is not liable for anything done or omitted to be done or suffered by the Trustee in good faith. Further, the
Trustee is not liable for any action or omission that results in any depletion in the value of the trust fund and
consequent losses of the Celestia Unitholder, except in situations where such depletion is a result of the gross
negligence, willful misconduct or fraud on the part of the Trustee as conclusively determined by a court of contempt
jurisdiction. Also, under the Trust Deed, the liability of the Trustee is limited to the extent of the fees received by it
except in case of any gross negligence, willful misconduct or fraud on the part of the Trustee as conclusively
determined by a court of contempt jurisdiction. The Investment Management Agreement provides that the Investment
Manager is entitled to be indemnified out of the trust fund against claims, costs, losses, damages, liabilities, suits,
proceedings and expenses (including legal fees) (“Losses”) suffered or incurred by it by reasons of their activities
on behalf of us, unless resulting from fraud, gross negligence, dishonest acts or commissions or omissions, willful
misconduct, reckless disregard of duty or breach of duties under the Investment Management Agreement and
60applicable law. As a result, the rights of the Unitholders and our right to recover claims against the Investment
Manager are limited. Furthermore, recourse to the Trustee may be limited under the Trust Deed. The Investment
Management Agreement provides for the indemnification of the Trustee by the Investment Manager for all Losses.
The aggregate maximum liability of the Investment Manager to indemnify the Trustee in each financial year is limited
to the SM REIT management fees payable to the Investment Manager for the immediately preceding two financial
years. However, such cap on liability shall not be applicable in the case of Losses incurred due to any gross
negligence, willful default, or misconduct or fraud of the Investment Manager. Accordingly, the liability of the
Investment Manager and the Trustee are limited under the terms of these agreements and the Celestia Unitholders
may not be able to recover claims against the Trustee or the Investment Manager, including claims with respect to
any scheme offer document relating to the Issue.
Further, pursuant to the Trust Deed, the Trustee is not under any obligation to institute, acknowledge the service of,
appear in, prosecute or defend any action, suit, proceeding or claim, which in its opinion might involve it in expense
or liability that exceeds the value of the portfolio of the Trust. The value of the Project Celestia may not be sufficient
to recover claims, including claims with respect to any scheme offer document in relation to the Issue.
29. Net asset value per Celestia Unit may be diluted if further issues are priced below the current Net asset value per
Celestia Unit.
We may make fresh issuances of Celestia Units in the future, the offering price for which may be above, at or below
the then current NAV per Celestia Unit. The distribution per Celestia Unit may be diluted if new Celestia Units are
issued and the use of proceeds from such issue of Celestia Units generates insufficient cash flow to cover the dilution.
Where new Celestia Units are issued at less than the NAV per Celestia Unit, the then current NAV of each existing
Celestia Unit may be diluted.
30. Investors may be subject to Indian taxes arising out of capital gains on the sale of Units.
Any gain exceeding ₹0.125 million realized on the sale of Units held for more than 12 months will be subject to
capital gains tax in India at 12.5% (plus applicable surcharge and cess) if STT has been paid on the transaction.
Further, gains realized on the sale of Units held for 12 months or less will be subject to capital gains tax in India at
20% (plus applicable surcharge and cess) if STT is paid on the transaction. Such gains shall be computed on sale of
units after reducing from their cost of acquisition any amount distributed to the Unitholders by the Scheme of REIT
which is not in the nature of dividends, interest or any other income. STT will be levied on and collected by a
domestic stock exchange on which the Units are sold. Any gain realized on the sale of the Units held for more than
12 months to an Indian resident, on which no STT has been paid, will be subject to long-term capital gains tax in
India at 12.5% (plus applicable surcharge and cess). Further, any gain realized on the sale of Units held for a period
of 12 months or less and on which STT is not paid will be subject to short-term capital gains tax in India at normal
rates at which the unitholder would be subject to tax on his other incomes. Capital gains arising from the sale of the
Units will be taxable in India in accordance with applicable laws, subject to a treaty between India and the country
of which the seller is resident. The above statements are based on the current tax laws and subject to change as a
result of the introduction of new laws or amendments to existing laws.
31. Under Indian law, non-resident investors or foreign investors are subject to investment restrictions that limit
our ability to attract foreign investors, which may adversely affect the trading price of the Units.
Under foreign exchange regulations currently in force in India, transfer of units between non-residents and residents
are freely permitted (subject to certain exceptions), if they comply with the valuation and reporting requirements
specified by the RBI. If the transfer of units is not in compliance with such pricing guidelines or reporting
requirements or falls under any of the exceptions referred to above, then a prior regulatory approval will be required.
Further, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up
to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed
procedures for making such investment. The RBI and the concerned ministries and/or departments are responsible
for granting approval for foreign investment. Additionally, Celestia Unitholders seeking to convert Rupee proceeds
from the sale of Units in India into foreign currency and repatriate that foreign currency from India require a no-
objection or a tax clearance certificate from the Indian income tax authorities. Furthermore, this conversion is subject
to the Units having been held on a repatriation basis and, either the security having been sold in compliance with the
pricing guidelines or, the relevant regulatory approval having been obtained for the sale of units and corresponding
remittance of the sale proceeds.
32. Parties to the Trust are required to maintain the eligibility conditions specified under Regulation 26J of the REIT
Regulations on an ongoing basis. We 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.
61We are required to adhere to the eligibility conditions specified under Regulation 26J of the REIT Regulations on an
ongoing basis. These eligibility conditions include, inter-alia, that (a) the investment manager is the applicant on
behalf of the Trust, where the trust is duly registered under the Registration Act, 1908, (b) the trust deed has its main
objective as undertaking activity of SM REIT, (c) the investment manager and the trustee are two separate persons,
(d) the investment manager has a net worth of not less than ₹200 million (including a liquid net worth of ₹100
million), (c) the investment manager has employed at least two key managerial personnel, each of whom have not
less than five years’ experience in the real estate industry or real estate fund management, (d) investment manager
has entered into an agreement with the trustee, (e) the Trustee is registered with the SEBI under Securities and
Exchange Board of India (Debenture Trustees) Regulations, 1993 and is not an associate of the investment manager,
and (f) the SM REIT and the parties to the SM REIT are “fit and proper persons” as defined under Schedule II of the
Securities and Exchange Board of India (Intermediaries) Regulations 2008 on an ongoing basis. Further, the
investment manager is required to ensure compliance with certain minimum unitholding requirements under the
REIT Regulations for the life of the REIT. We may not be able to ensure such ongoing compliance by the Investment
Manager and the Trustee, which could result in the cancelation of our registration.
33. 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.
PropShare Celestia operates in a niche segment of the real estate market, and is further operating in the nascently
developed SM REIT market, which results in a limited number of listed peers or similar schemes of analysis our past
and future operations. Hence, Unitholders of PropShare Celestia may find it challenging to find suitable benchmarks
for the Trust’s performance across the industry. Therefore, it is required that potential investors in the PropShare
Celestia take an independent analysis of the Trust, and its schemes financial health, management strategies and
market position before making their investment decisions in respect to the PropShare Celestia.
34. Celestia Unitholders may not be able to enforce a judgment of a foreign court against the Trust or the Investment
Manager.
The Trust is settled and registered in India. The Trustee and the Investment Manager are incorporated in India. All
of our assets are located in India. Where investors wish to enforce foreign judgments in India, where our assets are
or will be located, they may face difficulties in enforcing such judgments. India is not a party to any international
treaty in relation to the recognition or enforcement of foreign judgments. India exercises reciprocal recognition and
enforcement of judgments in civil and commercial matters with a limited number of jurisdictions. In order to be
enforceable, a judgment obtained in a jurisdiction which India recognizes as a reciprocating territory must meet
certain requirements of the Code of Civil Procedure, 1908 (“Civil Code”). Furthermore, the Civil Code only permits
enforcement of monetary decrees not being in the nature of any amounts payable in respect of taxes, or other charges
of a like nature or in respect of a fine or other penalty and does not provide for the enforcement of arbitration awards
even if such awards are enforceable as a decree or judgment. Judgments or decrees from jurisdictions not recognized
as a reciprocating territory by India cannot be enforced or executed in India except through a fresh suit upon
judgment. Even if we or a Unitholder were to obtain a judgment in such a jurisdiction, we or it would be required to
institute a fresh suit upon the judgment and would not be able to enforce such judgment by proceedings in execution.
In addition, the party which has obtained such judgment must institute the new proceedings within three years of
obtaining the judgment. It is unlikely that an Indian court would award damages on the same basis or to the same
extent as was awarded in a judgment rendered by a foreign court if the Indian court believed that the amount of
damages awarded was excessive or inconsistent with public policy in India. In addition, any person seeking to enforce
a foreign judgment in India is required to obtain prior approval of the RBI to repatriate outside India any amount
recovered pursuant to the execution of the judgment.
35. If we are unable to maintain an effective system of internal controls and compliances our business and reputation
could be adversely affected
The operation of our Trust, Investment Manager, and PropShare Celestia is subject to a complex regulatory
environment, including various laws on securities taxation, and other environmental, and local laws in relation to our
real estate assets. Any failure from our end to establish, maintain and scale our internal controls and governance
mechanisms, may lead to inaccuracies in financial reporting, non-compliances with applicable laws, and inadequate
risk management practices. Any such deficiencies in our internal systems can lead to regulatory penalties from
various regulators/ governmental bodies, financial losses to unitholders due to inaccurate reporting, and reputational
damage leading to loss of confidence in our ability and business from our unitholders, tenants, and other partners,
thereby impacting our future prospects. Going forward, there can be no assurance that our measures will prove
sufficient against all potential issues.
62OVERVIEW OF THE PROPSHARE CELESTIA
The PropShare Celestia
Property Share Investment Trust was settled on June 27, 2024, at Bangalore, Karnataka, India as contributory, determinate
and irrevocable trust under the provisions of the Trust Act pursuant to a trust deed dated June 27, 2024 as amended on July
19, 2024, February 21, 2025 and December 12, 2025, entered into amongst the Investment Manager and the Trustee. The
Trust was registered with SEBI on August 5, 2024 as a small and medium real estate investment trust under Regulation 26L(1)
of the REIT Regulations having registration number IN/SM-REIT/24-25/0001. The Trust has been settled by the Investment
Manager for an aggregate initial corpus of ₹ 0.02 million*. Also, the third scheme of the Trust i.e. PropShare Celestia has
been settled by the Investment Manager for an irrevocable amount of ₹ 0.01 million. The principal place of business of the
Trust is situated at 16th Floor, SKAV Seethalakshmi, 21/22, Kasturba Road, Bengaluru 560001, Karnataka, India.
*The Investment Manager has made an additional corpus contribution of ₹ 0.10 million as on December 12, 2025.
PropShare Celestia, the third scheme of the Trust, has six SPVs under its structure (“Celestia SPVs”), in accordance with the
REIT Regulations. The details of the Celestia SPVs as of the date of this Key Information of the Scheme are provided below:
Details of the Celestia SPVs
1. Cendrix Realty Private Limited (“CRPL”)
CRPL was incorporated on December 12, 2025, as a private company limited by shares under the Companies Act, 2013. The
registered office of CRPL is situated at 3rd Floor, Chinubhai House, 7-B Amrutbaug Colony, Opp. Sardar Patel Stadium, Near
Hindu Colony, Navrangpura, Navjivan, Ahmedabad 380 014, Gujarat, India. Its CIN is U68100GJ2025PTC170488.
Capital Structure
The capital Structure of CRPL as on the date of this Key Information of the Scheme is as follows:
Particulars Amount (in ₹)
Authorised capital
1,50,000 Equity Shares of face value of ₹ 10 each 15,00,000
Issued, subscribed and paid-up capital
1,000 Equity Shares of face value of ₹ 10 each 10,000
Shareholding Pattern
The shareholding pattern of CRPL as on the date of this Key Information of the Scheme is as follows:
Name of Shareholder Number of equity Face Value Amount (in ₹) Percentage of equity shares held (of
shares held (in ₹) the issued and paid-up share
capital)
PropShare Celestia 999 10 9,990 99.90%
Anilkumar Hunnugana Halli 1 10 10 0.10%
Marigowda*
Total 1,000 10 10,000 100.00%
* Nominee of PropShare Celestia
2. Crestmont Realty Private Limited (“CMRPL”)
CMRPL was incorporated on December 12, 2025, as a private company limited by shares under the Companies Act, 2013.
The registered office of CMRPL is situated at 3rd Floor, Chinubhai House, 7-B Amrutbaug Colony, Opp. Sardar Patel Stadium,
Near Hindu Colony, Navrangpura, Navjivan, Ahmedabad 380 014, Gujarat, India. Its CIN is U68100GJ2025PTC170496.
Capital Structure
The capital Structure of CMRPL as on the date of this Key Information of the Scheme is as follows:
Particulars Amount (in ₹)
Authorised capital
1,50,000 Equity Shares of face value of ₹ 10 each 15,00,000
Issued, subscribed and paid-up capital
63Particulars Amount (in ₹)
1,000 Equity Shares of face value of ₹ 10 each 10,000
Shareholding Pattern
The shareholding pattern of CMRPL as on the date of this Key Information of the Scheme is as follows:
Name of Shareholder Number of equity Face Value Amount (in ₹) Percentage of equity shares held (of
shares held (in ₹) the issued and paid-up share
capital)
PropShare Celestia 999 10 9,990 99.90%
Anilkumar Hunnugana Halli 1 10 10 0.10%
Marigowda*
Total 1,000 10 10,000 100.00%
* Nominee of PropShare Celestia
3. Dhrivya Estates Private Limited (“DEPL”)
DEPL was incorporated on December 15, 2025, as a private company limited by shares under the Companies Act, 2013. The
registered office of DEPL is situated at 3rd Floor, Chinubhai House, 7-B Amrutbaug Colony, Opp. Sardar Patel Stadium, Near
Hindu Colony, Navrangpura, Navjivan, Ahmedabad 380 014, Gujarat, India. Its CIN is U68100GJ2025PTC170590.
Capital Structure
The capital Structure of DEPL as on the date of this Key Information of the Scheme is as follows:
Particulars Amount (in ₹)
Authorised capital
1,50,000 Equity Shares of face value of ₹ 10 each 15,00,000
Issued, subscribed and paid-up capital
1,000 Equity Shares of face value of ₹ 10 each 10,000
Shareholding Pattern
The shareholding pattern of DEPL as on the date of this Key Information of the Scheme is as follows:
Name of Shareholder Number of equity Face Value Amount (in ₹) Percentage of equity shares held (of
shares held (in ₹) the issued and paid-up share
capital)
PropShare Celestia 999 10 9,990 99.90%
Anilkumar Hunnugana Halli 1 10 10 0.10%
Marigowda*
Total 1,000 10 10,000 100.00%
* Nominee of PropShare Celestia
4. Magnivio Private Limited (“MPL”)
MPL was incorporated on December 12, 2025, as a private company limited by shares under the Companies Act, 2013. The
registered office of MPL is situated at 3rd Floor, Chinubhai House, 7-B Amrutbaug Colony, Opp. Sardar Patel Stadium, Near
Hindu Colony, Navrangpura, Navjivan, Ahmedabad 380 014, Gujarat, India. Its CIN is U68100GJ2025PTC170526.
Capital Structure
The capital Structure of MPL as on the date of this Key Information of the Scheme is as follows:
Particulars Amount (in ₹)
Authorised capital
1,50,000 Equity Shares of face value of ₹ 10 each 15,00,000
Issued, subscribed and paid-up capital
1,000 Equity Shares of face value of ₹ 10 each 10,000
64Shareholding Pattern
The shareholding pattern of MPL as on the date of this Key Information of the Scheme is as follows:
Name of Shareholder Number of equity Face Value Amount (in ₹) Percentage of equity shares held (of
shares held (in ₹) the issued and paid-up share
capital)
PropShare Celestia 999 10 9,990 99.90%
Anilkumar Hunnugana Halli 1 10 10 0.10%
Marigowda*
Total 1,000 10 10,000 100.00%
* Nominee of PropShare Celestia
5. Samvrid Realty Private Limited (“SRPL”)
SRPL was incorporated on December 12, 2025, as a private company limited by shares under the Companies Act, 2013. The
registered office of SRPL is situated at 3rd Floor, Chinubhai House, 7-B Amrutbaug Colony, Opp. Sardar Patel Stadium, Near
Hindu Colony, Navrangpura, Navjivan, Ahmedabad 380 014, Gujarat, India. Its CIN is U68100GJ2025PTC170471.
Capital Structure
The capital Structure of SRPL as on the date of this Key Information of the Scheme is as follows:
Particulars Amount (in ₹)
Authorised capital
1,50,000 Equity Shares of face value of ₹ 10 each 15,00,000
Issued, subscribed and paid-up capital
1,000 Equity Shares of face value of ₹ 10 each 10,000
Shareholding Pattern
The shareholding pattern of SRPL as on the date of this Key Information of the Scheme is as follows:
Name of Shareholder Number of equity Face Value Amount (in ₹) Percentage of equity shares held (of
shares held (in ₹) the issued and paid-up share
capital)
PropShare Celestia 999 10 9,990 99.90%
Anilkumar Hunnugana Halli 1 10 10 0.10%
Marigowda*
Total 1,000 10 10,000 100.00%
* Nominee of PropShare Celestia
6. Stathos Private Limited (“SPL”)
SPL was incorporated on December 12, 2025, as a private company limited by shares under the Companies Act, 2013. The
registered office of SPL is situated at 3rd Floor, Chinubhai House, 7-B Amrutbaug Colony, Opp. Sardar Patel Stadium, Near
Hindu Colony, Navrangpura, Navjivan, Ahmedabad 380 014, Gujarat, India. Its CIN is U68100GJ2025PTC170495.
Capital Structure
The capital Structure of SPL as on the date of this Key Information of the Scheme is as follows:
Particulars Amount (in ₹)
Authorised capital
1,50,000 Equity Shares of face value of ₹ 10 each 15,00,000
Issued, subscribed and paid-up capital
1,000 Equity Shares of face value of ₹ 10 each 10,000
Shareholding Pattern
The shareholding pattern of SPL as on the date of this Key Information of the Scheme is as follows:
65Name of Shareholder Number of equity Face Value Amount (in ₹) Percentage of equity shares held (of
shares held (in ₹) the issued and paid-up share
capital)
PropShare Celestia 999 10 9,990 99.90%
Anilkumar Hunnugana Halli 1 10 10 0.10%
Marigowda*
Total 1,000 10 10,000 100.00%
* Nominee of PropShare Celestia
Acquisition of the Celestia SPVs by the PropShare Celestia
The PropShare Celestia (acting through the Trust, Trustee and the Investment Manager) has acquired the Celestia SPVs by
way of entering into the Securities Purchase Agreements.
PropShare Celestia, a third scheme of the Trust (the “Purchaser”) has purchased, and the shareholders of the Celestia SPVs
(the “Celestia SPV Sellers”) have sold to the Purchaser, their complete shareholding in the Celestia SPVs (“Sale Shares”)
such that post such transfer, the Celestia SPV Sellers have ceased to hold the Sale Shares in the Celestia SPVs.
Key terms of the Securities Purchase Agreements
The key terms of the Securities Purchase Agreements are specified below:
Consideration: The purchase price of the Sale Shares was Rs. 10/- per Sale Share payable by the Purchaser to the Seller on
the closing date, as defined in the Securities Purchase Agreements (“Sale Consideration”). All taxes, deductions and
withholdings in relation to the Sale Consideration were payable by the Seller.
Representations and Warranties: The Sellers and Purchaser represent and warrant, inter alia, the following:
(i) It has the right, power and authority to execute, deliver and perform the securities purchase agreements and the other
transaction documents, as defined in the Securities Purchase Agreements, to which it is a party;
(ii) The execution and delivery and performance of the securities purchase agreements hereunder does not violate any
provision of any applicable law, writ, injunction or decree of any court or Governmental Authority to which they are
subject; and
(iii) The execution of the securities purchase agreements has been duly and validly authorised by all necessary actions on the
part of each of the parties.
Governing Law: Laws of India
66PARTIES INVOLVED IN PROPSHARE CELESTIA
The Auditor
Background of the Auditor
The Investment Manager, in consultation with the Trustee, has appointed ASA & Associates LLP, Chartered Accountants,
Chartered Accountants (Firm Registration No. 009571N/N500006) as the statutory auditor of the PropShare Celestia for the
financial year 2025-2026. For details in relation to the registered office address, correspondence address, contact person and
contact details, please see “General Information” on page 45.
Terms of appointment and removal of the Auditor
The terms of appointment and removal of the Auditor will be in accordance with the REIT Regulations.:
1. The Investment Manager, as per recommendation of the audit committee constituted by the board of directors of the
Investment Manager and approval of the Board, in consultation with the Trustee to Trust, shall appoint the auditor
of PropShare Celestia, in a timely manner and in accordance with the REIT Regulations.
2. The Auditor, so appointed, shall be one who has subjected itself to the peer review process of the Institute of
Chartered Accountants of India (ICAI) and who holds a valid certificate issued by the Peer Review Board of the
ICAI.
3. The Investment Manager shall ensure that the appointment of the Auditor and the fees payable to the Auditor is
approved by the Celestia Unitholders, in accordance with the REIT Regulations.
4. The Investment Manager shall appoint an individual or a firm as the Auditor, who shall hold office from the date of
conclusion of the annual meeting in which the Auditor has been appointed till the date of conclusion of the sixth
annual meeting of the Celestia Unitholders in accordance with the procedure for selection of Auditor, in accordance
with the REIT Regulations.
5. The Investment Manager shall not appoint or re-appoint:
a. an individual as the Auditor for more than one term of five consecutive years; and provided that such
individual, upon completion of the term shall not be eligible for re-appointment as the Auditor in the
Schemes of the Trust for a period of five years from the date of completion of the term; and
b. an audit firm as the Auditor for more than two terms of five consecutive years, provided that such firm,
upon completion of the term shall not be eligible for re-appointment as the Auditor in the Trust or its
Schemes for a period of five years from the date of completion of the term.
6. The Investment Manager, as per recommendation of the Audit Committee and approval of the Board in consultation
with the Trustee, may remove the Auditor in accordance with REIT Regulations if the Auditor fails to comply with
the provisions of the REIT Regulations. If the removal of the Auditor and appointment of another Auditor to
PropShare Celestia is taken up at a meeting of the Celestia Unitholders at the request of the Celestia Unitholders,
such removal of the Auditor shall be approved by the Celestia Unitholders in accordance with the REIT Regulations.
Functions, Duties and Responsibilities of the Auditor
The functions, duties and responsibilities of the Auditor will be in accordance with the REIT Regulations. Presently, in terms
of the REIT Regulations, the Auditor is required to comply with the following conditions at all times:
1. The Auditor shall conduct audit of the accounts of PropShare Celestia and prepare the audit report based on the
accounts examined by it and after taking into account the relevant accounting and auditing standards, as may be
specified under the Companies Act, 2013 or any other relevant act/ regulation or by the SEBI;
2. The Auditor shall, to the best of its information and knowledge, ensure that the accounts and financial statements,
including profit or loss and cash flow for the period and such other matters as may be specified, give a true and fair
view of the state of the affairs of the PropShare Celestia;
3. The Auditor shall have a right of access at all times to the books of accounts and vouchers pertaining to activities of
the PropShare Celestia;
674. The Auditor shall audit the accounts not less than once in a year and such report shall be submitted to the designated
stock exchange within the timelines prescribed under the REIT Regulations;
5. The Auditor shall have a right to require such information and explanation pertaining to activities of PropShare
Celestia as it may consider necessary for the performance of his duties as auditor from the employees of the
PropShare Celestia, the Trust or parties to the Trust or the SPVs, if any, or any other person in possession of such
information; and
6. The Auditor shall undertake a limited review of the audit of all the entities or companies whose accounts are required
to be consolidated with the accounts of PropShare Celestia as per the applicable Indian Accounting Standards and
any addendum thereto as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015, in
such manner as specified by SEBI.
The Valuer
The Investment Manager, in consultation with the Trustee, has appointed KZEN Valtech Private Limited (Valuer Registration
Number: IBBI/RV-E/05/2022/164), represented by its director Sachin Gulaty (Registration Number:
IBBI/RV/02/2021/14284) as the valuer to the PropShare Celestia. In accordance with the REIT Regulations, the Valuer has
undertaken a valuation of the Project Celestia which is proposed to be acquired by the PropShare Celestia and has prepared
its Valuation Report dated January 6, 2026 in relation to such valuation as on September 30, 2025, which has been included
in this Key Information of the Scheme at Annexure 2.
Background of the Valuer
The Valuer is not an associate of the Investment Manager or the Trustee and the signatory to the Valuation Report has not
less than five years of experience in the valuation of real estate. The Valuer is an independent valuer under the REIT
Regulations. The Valuer has carried out valuation of Project Celestia in accordance with Regulation 26ZJ and Schedule V of
the REIT Regulations. The Valuer is in compliance with and undertakes to comply with the conditions specified in Regulation
26G read with Regulation 12 of the REIT Regulations. To arrive at a market value of the Project Celestia, the Valuer has
carried out an impartial, true, fair and detailed analysis of the Project Celestia on the basis of his independent professional
judgment and has additionally placed reliance on the market data prepared by JLL.
Experience of the Valuer
Sachin Gulaty, director at KZEN Valtech Private Limited has nearly 28 years of experience in the domain of real estate and
infrastructure advisory and has been practicing as a registered valuer since August 13, 2021.
Past experience in valuing similar assets:
KZEN Valtech Private Limited
Description Location(s)
Mindspace REIT Mumbai, Pune, Hyderabad and Chennai
Property Share Investment Bengaluru
Trust (PropShare Platina)
Property Share Investment Thane
Trust (PropShare Titania)
Bagmane Prime Office REIT Bengaluru, Chikodi, Sedam, Yadgir and Chitradurga
Appointment of the Valuer of the PropShare Celestia
The key terms of the appointment of the Valuer are set out below:
1. The Investment Manager, as per recommendation of the Audit Committee and approval of the Board, in consultation
with Trustee, shall appoint the valuer of PropShare Celestia (“Valuer”), in a timely manner and shall determine the
remuneration of such Valuer, in accordance with the REIT Regulations which includes the requirement of being
registered as a ‘registered valuer’ as per Section 247 of the Companies Act, 2013, as amended from time to time and
the Companies (Registered Valuers and Valuation) Rules, 2017, as amended from time to time or as specified by
SEBI from time to time.
2. The Investment Manager shall ensure the appointment of the Valuer is approved by the Celestia Unitholders in
accordance with REIT Regulations.
683. The Investment Manager, as per recommendation of the Audit Committee and approval of the Board, in consultation
with the Trustee, may remove the Valuer in accordance with REIT Regulations if the Valuer fails to comply with the
provisions of the REIT Regulations. The Celestia Unitholders may request for removal of the Valuer and appointment
of another valuer to PropShare Celestia in accordance with the REIT Regulations.
4. The remuneration of the Valuer shall not be linked to or based on the value of the assets being valued.
5. The Valuer shall not be an associate of any of the Investment Manager or Trustee. The Valuer shall have the minimum
number of years of experience in valuation of real estate assets as may be required under the REIT Regulations.
6. The Valuer shall be eligible to act as a valuer in accordance with the REIT Regulations or any clarifications,
guidelines, notifications or exemptions issued by SEBI.
7. A Valuer shall not undertake valuation of the same property for more than four consecutive years, provided that the
Valuer may be reappointed after a period of not less than two years from the date it ceases to be the Valuer of
PropShare Celestia.
8. The Valuer shall not undertake valuation of any assets in which it has either been involved with the acquisition or
disposal within the last twelve months other than such cases where the Valuer was engaged by PropShare Celestia
for such acquisition or disposal.
Functions of the Valuer
The functions, duties and responsibilities of the Valuer will be in accordance with the REIT Regulations. Presently, in terms
of the REIT Regulations, the Valuer is required to comply with the following conditions at all times:
1. The Valuer shall ensure that the valuation of the PropShare Celestia’s assets is impartial, true and fair and is in
accordance with REIT Regulations;
2. The Valuer shall ensure adequate and robust internal controls to ensure the integrity of its valuation reports;
3. The Valuer shall ensure that it has sufficient key personnel with adequate experience and qualification to perform
valuations at all times;
4. The Valuer shall ensure that it has sufficient financial resources to enable it to conduct its business effectively and
meet its liabilities;
5. The Valuer and any of its employees involved in valuing of the assets of PropShare Celestia, shall not, (i) invest in
Celestia Units or in the assets being valued; and (ii) sell the assets or Celestia Units held prior to being appointed as
the Valuer, till the time such person is designated as Valuer of PropShare Celestia and not less than six months after
ceasing to be valuer of PropShare Celestia;
6. The Valuer shall conduct valuation of the Scheme’s assets with transparency and fairness and shall render, at all
times, high standards of service, exercise due diligence, ensure proper care and exercise independent professional
judgment;
7. The Valuer shall act with independence, objectivity and impartiality in performing the valuation;
8. The Valuer shall discharge its duties towards PropShare Celestia in an efficient and competent manner, utilising its
knowledge, skills and experience in best possible way to complete given assignment;
9. The Valuer shall not accept remuneration, in any form, for performing a valuation of PropShare Celestia from any
person other the Trust or its authorised representative;
10. The Valuer shall before accepting any assignment, from any related party of the Trust, or PropShare Celestia, disclose
to PropShare Celestia any direct or indirect consideration which the Valuer may have in respect of such assignment;
11. The Valuer shall disclose to the Trustee any pending business transactions, contracts under negotiation and other
arrangements with the Investment Manager or any other party whom the Trust or PropShare Celestia is contracting
with and any other factors that may interfere with the Valuer’s ability to give an independent and professional
valuation of the assets;
12. The Valuer shall not make false, misleading or exaggerated claims in order to secure assignments;
6913. The Valuer shall not provide misleading valuation, either by providing incorrect information or by withholding
relevant information;
14. The Valuer shall not accept an assignment which interferes with its ability to do fair valuation; and
15. The Valuer shall, prior to performing a valuation, acquaint itself with all laws or regulations relevant to such
valuation.
Frequency of valuation
In accordance with Regulation 26ZJ of the REIT Regulations, the Investment Manager shall ensure that Valuer shall carry
out the full comprehensive valuation of the Project Celestia on an annual basis and submit the report to the Investment
Manager within two months from the end of the Financial Year. Provided that in case of any material development that may
have an impact on the valuation of the Project Celestia, the investment manager shall require the Valuer to undertake full
comprehensive valuation of the property under consideration within two months from the date of such event.
Declaration of NAV
The NAV of PropShare Celestia shall be declared and disclosed to the Stock Exchange based on the latest valuation report as
on March 31 of respective financial years and upon occurrence of any material development.
70FORMATION TRANSACTION IN RELATION TO THE PROPSHARE CELESTIA
The Trust was settled on June 27, 2024, at Bangalore, Karnataka, India as contributory, determinate and irrevocable trust
under the provisions of the Trust Act pursuant to a trust deed dated June 27, 2024, as amended on July 19, 2024, February 21,
2025 and December 12, 2025. The Trust was registered with SEBI on August 5, 2024 as a small and medium real estate
investment trust under Regulation 26L(1) of the REIT Regulations having registration number IN/SM-REIT/24-25/0001. The
Trust has been settled by the Investment Manager for an aggregate initial corpus of ₹ 0.02 million*.
*The Investment Manager has made an additional corpus contribution of ₹ 0.10 million as on December 12, 2025.
PropShare Investment Manager Private Limited has been appointed as the investment manager to the Trust (the “Investment
Manager”). The Investment Manager has been constituted in accordance with the REIT Regulations. Axis Trustee Services
Limited has been appointed as the Trustee to the Trust.
The third scheme of the Trust i.e. PropShare Celestia has been settled by the Investment Manager for an irrevocable amount
of ₹ 0.01 million. Pursuant to PropShare Celestia, the Project Celestia is proposed to be held through the Celestia SPVs, in
accordance with the REIT Regulations.
The following chart illustrates the relationship between the Trust, PropShare Celestia, the Trustee, the Investment Manager
and the Celestia Unitholders on the Listing Date (proposed structure of PropShare Celestia):
For details in respect of the Investment Manager and the Trustee, please refer to the Key Information of the Trust. Further,
for details in respect of the Project Celestia, please see “Our Business and Property” on page 25.
Letter of Intent
The Investment Manager (the “Purchaser”) and Venus Infrastructure and Developers Private Limited (the “Seller”) have
executed a letter of intent (“LOI”) dated November 28, 2025, supplemented by the addendum dated January 5, 2026, pursuant
to which provisions have been agreed to be binding on the parties regarding proposed acquisition of the Project Celestia by
the Celestia SPVs and further amended by the addendum dated March 24, 2026. Further, the Seller or the shareholders of the
Seller are not the related party or an associate of the Trust, as per the definition of related party under the SEBI REIT
Regulations. The key terms of the LOI are set out below:
Parameter Description
Seller Venus Infrastructure and Developers Private Limited
Purchaser PropShare Investment Manager Private Limited and/or its affiliates/ nominees.
71Parameter Description
Details of the Property The property comprises the specific unit nos. on the specific floors in the commercial
building known as “Stratum @ Venus Grounds” located at Nehru Nagar, Ahmedabad,
Gujarat. The total property area measures 2,07,838 sq. ft. (Super Built-Up Area) together
with proportionate undivided area measures 26,910 sq. ft. the specific units on various
floors are as follows:
Floor Unit Number
2nd Floor R209 to R214
4th Floor C426 to C430
10th Floor C1016 to C1030
13th Floor C1301 to C1315
14th Floor C1401 to C1414
15th Floor C1501 to C1528
16th Floor C1616 to C1630
Proposed Transaction Purchaser shall be acquiring the freehold ownership rights in the property, free of
encumbrances, from the Seller. A total consideration of INR 2,07,83,80,000 would be paid
to the Seller (exclusive of stamp duty, registration fees and other statutory charges payable
on the transaction document). The Purchaser shall also deposit a sinking fund of INR
2,50,00,000 with the society.
Condition Precedents Obligation of the Purchaser to proceed with the transaction is subject to, inter-alia, the
following conditions:
• Completion of satisfactory due diligence
• Seller obtaining and providing a no-objection certificate from the Income Tax
Department.
• Seller obtaining and providing a no-objection certificate from the HDFC bank and
Kotak Mahindra bank.
• Seller obtaining and providing a no-objection certificate and a no dues certificate
from the society.
• Obtaining all relevant approvals in relation to the Proposed Transaction and
providing a confirmation to the Purchaser.
Expenses Parties are required to bear their own legal costs.
Confidentiality The Seller shall not, without the prior written consent of the Purchaser, disclose the content
or the existence of this LOI pursuant to the Proposed Transaction.
Exclusivity During the validity period, the Seller cannot engage in any discussions, negotiations, or
agreements with any third parties concerning the acquisition or purchase of the Property.
Dispute Resolution The courts in Bangalore would have sole and exclusive jurisdiction on any dispute arising
out of this LOI.
Governing Law Indian Laws.
72Sale Deed for Project Celestia
The proposed sale deed amongst the Celestia SPVs and the Seller will be executed to acquire the Project Celestia. The draft
of the sale deed is in line with the LOI disclosed above. The proposed acquisition of the Project Celestia will be completed
by the PropShare Celestia through the Celestia SPVs.
Lease Deeds
The key terms of the Lease Deeds entered into between the Seller and various lessees are specified below:
Lease Term: The Lease Deeds have a tenure of lease ranging from 9 years to 9 years and 11 months.
Lock-in period: The Seller has a lock-in period ranging from 9 years to 9 years and 11 months starting from the lease
commencement date whereas the lessees have a lock-in period ranging from 3 to 5 years starting from the lease
commencement date.
Termination:
The Lease Deeds can be terminated in the following circumstances:
(i) Automatic termination after expiry of the lease term;
(ii) The lessee can terminate after the respective lock-in period, by giving advance written notice;
(iii) The Seller can terminate only if the lessee fails to make payment for two consecutive months by giving 30 days’ notice
to cure the breach.
Lease Rental: The rent is to be paid in advance on or before the date specified in the respective Lease Deeds. Such rent is
exclusive of 18% GST and shall be paid by the lessee along with other tax deductions, if any. The rent is subject to escalation
at regular intervals (as specified in the respective Lease Deeds) ranging from 5% to 15%.
Security Deposit: The lessees have deposited an interest free refundable security deposit to the Seller which is typically
equivalent to 5 months’ rent.
Investment Manager’s Contribution
In accordance with the REIT Regulations, the Investment Manager will contribute [●] million towards subscription of [●]
Celestia Units (subject to finalization of Basis of Allotment), at least 2 (two) Working Days prior to the Bid/ Issue Opening
Date (but after the announcement of the Price Band), which shall be equivalent to at least 5% of the total Celestia Units of the
PropShare Celestia on a post-Issue basis, to comply with the requirement under Regulations 26ZB of the REIT Regulations
(“Investment Manager’s Contribution”).
The Investment Manager shall subscribe to the Celestia Units prior to the Bid/ Issue Opening Date and such Celestia Units
shall be allotted to the Investment Manager on the date of Allotment.
Subsequently, the Investment Manager (on behalf of the PropShare Celestia) shall utilize the Investment Manager’s
Contribution towards the objects of the Issue specified in the section titled “Use of Proceeds” on page 135.
73INDUSTRY OVERVIEW
We commissioned the “Industry Report for PropShare Celestia” dated January 5, 2026 (the “JLL Report”), prepared by
Jones Lang LaSalle Property Consultants (India) Private Limited (“JLL”) for the purposes of confirming our understanding
of the industry in connection with Issue. The information in this section has been reviewed and confirmed by JLL, except for
other publicly available information as cited in this section. None of us, the Investment Manager, the Trustee or the Lead
Manager have verified any third-party or industry-related information in this section. Further, the JLL Report and this section
were prepared based on information as of specific dates, which may no longer be current or reflect current trends and
opinions. Forecasts, estimates, and other forward-looking statements contained in this section are inherently uncertain, as
any change in factors underlying their assumptions, or events or combinations of events that cannot be reasonably foreseen,
may have a significant impact. Actual results could differ materially from such forecasts, estimates, assumptions, or such
statements and may prove to be incorrect. The JLL Report is not a recommendation to invest in any company that may be
covered in the report. JLL has prepared the JLL Report relying on and referring to information by us and third parties,
publicly available information as well as industry publications and other sources (“Information”).
Industry sources and publications generally state that the information contained therein has been obtained from sources
generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed, and
their reliability cannot be assured. Accordingly, investors must rely on their independent examination of, and should not place
undue reliance on, or base their investment decision solely on this information.
While preparing its report, JLL Report has also sourced information from publicly available sources. For further details,
please refer to the section titled “Risk Factors – 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 our behalf.” on
page 55.
References to “FY” are to the fiscal year ended March 31 of that year and references to “CY” are to a calendar year ended
December 31 of that year. Unless otherwise states, references to years shall refer to calendar years.
CHAPTER 1: OVERVIEW OF THE INDIAN ECONOMY
Introduction
India stands as the most populous country in the world with an estimated population of 1.45 billion people1. Over its extensive
history spanning thousands of years, India has undergone significant transformation to emerge as a highly dynamic and diverse
economic force. India's economy exhibits remarkable growth, positioning it among the fastest-growing economies worldwide.
This success can be attributed to a range of factors, including its diverse population, robust domestic consumption, strategic
geographical location, skilled workforce, and thriving entrepreneurial ecosystem. As of CY 2024, India ranked as the world's
fifth-largest economy in terms of nominal gross domestic product (GDP). Looking to the future, it is projected that India will
surpass Germany by 2029 to become the world's third largest economy. This underscores the significant growth potential and
momentum of India's economy.
1 UN World Population Prospects 2024
74Figure 1.1: GDP 2024, current prices (USD bn)
3
US 29,298
2029
China 18,750
4 h
Germany 4,684 2 026
Japan 4,019
5 h
2 022
India 3,910
UK 3,645 6 h
2019
France 3,161
Italy 2,372 7 h
2015
Canada 2,244
10th
Brazil 2,179 2012
Source: IMF World Economic Outlook Database; RBI
India in a Global Context
The global economy stands at a critical juncture, grappling with significant policy shifts and heightened uncertainty that are
testing its resilience. After a period of gradual stabilization following multiple shocks, major economies are now navigating
a complex landscape of evolving trade policies. Recent waves of tariffs and countermeasures have driven uncertainty to
extraordinary levels, and the pace of disinflation has largely slowed, with inflation even ticking upward in some cases. Given
these challenges, the IMF projects global GDP growth to moderate from an estimated 3.3% in CY 2024 to 3.2% in CY 2025
and further to 3.1% in CY 2026. This outlook is subject to multiple downside risks, including potential escalation of trade
measures, prolonged policy uncertainty, financial market volatility, and rising long-term interest rates. The impact of tariffs
on growth is expected to vary by country, influenced by trade relationships, industry structures, policy responses, and
opportunities for trade diversification.
Importantly, India's GDP growth trajectory is projected to outperform global GDP growth at 6.6% in FY 2025-26 and 6.2%
in FY 2026-27. This impressive performance, despite global headwinds and trade tensions, is a testament to the underlying
strength and resilience of the Indian economy. This resilience can be attributed to the strength in domestic demand and the
increasing working-age population.
75Figure 4.2: Gross Domestic Product, constant prices; percentage change
World Output
AEs
United States
Euro Area
United Kingdom
Canada
Japan
EMDEs
6.5
India 6.6
6.2
China
Russia
Brazil
South Africa
- 1.0 2.0 3.0 4.0 5.0 6.0 7.0
2024E 2025F 2026F
Source: MoSPI, IMF World Economic Outlook Database
Note: For India, data and forecasts are presented on a fiscal year basis, 2024 refers to FY 2024-25 and so on
AEs – Advanced Economies; EMDEs – Emerging Market and Developing Economies
Trends in Key Economic Indicators
GDP Growth
India has managed to navigate challenges such as trade tensions and global uncertainty better than many of its peers. Looking
ahead, India is expected to maintain its position as one of the fastest-growing major economies in the world. India's growth
outlook remains relatively stable, with GDP growth projected at 6.6% in FY 2025-26 and 6.2% in FY 2026-27. India's robust
domestic demand, strong services exports, and extensive talent pool, position it as a key engine for global economic stability
and expansion.
76Figure 1.3: Real annual GDP growth
8.0%: H1 FY25-26 GDP growth
rate (basis MoSPI estimates)
9.7%
9.2%
8.0% 8.3%
7.6%
6.8% 6.5% 6.5% 6.6% 6.2%
3.9%
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25E2025-26F2026-27F
Impactof the
pandemic
-5.8%
Source: MoSPI, IMF World Economic Outlook Database
Contribution of Services Sector to GDP Growth
The services sector, also known as the tertiary sector, is a pivotal driver of India's GDP, consistently contributing over 50%
to the country's Gross Value Added (GVA). It not only holds dominance in India's GDP but also attracts significant foreign
investments, makes substantial contributions to exports, and generates widespread employment.
India's services exports have significantly expanded their global presence, with the country's share in global services exports
more than doubling to 4.3% in 2023 from 1.9% in 2005. India ranks as the world's second-largest exporter in
'Telecommunications, Computer, & Information Services', commanding 10.2% of the global market. This reflects India's
strong position in IT outsourcing, software development, and digital services. In the 'Other Business Services' sector, India
holds 7.2% of the world share, ranking third globally, driven by its expertise in professional and consulting services. The
substantial growth in exports of telecommunication, computer, and information services, along with other business services,
underscores India's status as a preferred destination for Global Capability Centres (GCCs). These GCCs have evolved from
basic business process outsourcing units to managing high-value, mission-critical operations.
Figure 1.4: Contribution of different sectors to GVA, constant prices
53% 53% 53% 54% 55% 53% 53% 54% 55% 55%
29% 28% 29% 29% 27% 28% 29% 28% 29% 29%
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Primary Secondary Tertiary
Source: NSO, MoSPI
Inflation
77India's retail inflation, as measured by the Consumer Price Index (CPI), has exhibited a decline from an average of 5.4% in
FY 2023-24 to 4.6% in FY 2024-25. The outlook is positive, bolstered by a satisfactory monsoon, healthy crop sowing,
sufficient food grain stocks, and GST rate reductions, which are expected to ensure price stability. For FY 2025-26, average
CPI inflation is projected at 2.6%.
Figure 1.5: CPI inflation
6.7%
6.2%
5.5% 5.4%
4.5% 4.8% 4.6%
3.6%
3.4%
2.6%
FY 2016-17 FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25 FY 2025-26F
Source: MoSPI, RBI
Repo Rate
The Monetary Policy Committee (MPC) implemented a cumulative rate hike of 250 basis points between May 2022 and
February 2023, then kept the policy repo rate unchanged throughout 2024. In 2025, the Reserve Bank of India cut the repo
rate by a cumulative 125 basis points in response to global economic headwinds. This monetary easing amid trade uncertainties
reflects the central bank's approach to supporting economic growth. The rate cuts aim to encourage consumption and
investment while addressing consumer sentiment in the current global environment.
Figure 1.6: Repo Rate
10.0%
8.0% 7.7% 6.5%
6.0% 5.3%
4.0%
2.0%
0.0%
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Source: RBI
Foreign Direct Investment
India has successfully maintained its appeal as a prime destination for long-term foreign capital investments, benefitting from
a robust inflow of Foreign Direct Investment (FDI) in recent years. FY 2024-25 saw a growth of 15% compared to FY 2023-
24, underscoring continued investor confidence in India's economic landscape despite external geopolitical challenges.
78Figure 1.7: FDI equity inflows, INR crore
442,569 437,188 421,929
353,558 367,435 367,899
309,867
291,696 288,889
262,322
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Source: DPIIT
Consumer Confidence
RBI’s Consumer Confidence Survey (CCS) collects current perceptions (vis-à-vis a year ago) and one year ahead expectations
of households on general economic situation, employment scenario, overall price situation, own income and spending across
nineteen major cities. Consumer confidence as reflected in the CSI (Current Situation Index) was at its lowest in July 2021.
Since then, CSI has been on a path of recovery and stands at 98.4 in November 2025. For the year ahead, households expect
further improvement across parameters like general economic situation, employment prospects and income conditions as
reflected in the FEI (Future Expectations Index), which stood at 125.6 in November 2025.
Figure 1.8: Consumer Confidence Indices
150 125.6
100
98.4
50
0
5 5 5 6 6 6 7 7 7 8 8 8 9 9 9 0 0 0 1 1 1 2 2 2 3 3 3 4 4 4 5 5 5
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
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M J N M J N M J N M J N M J N M J N M J N M J N M J N M J N M J N
CSI FEI
Source: RBI
Note: CSI and FEI are compiled based on net responses on the economic situation, income, spending, employment, and the price level for the current period
(as compared with one year ago) and a year ahead, respectively. CSI and FEI = 100 + Average of Net Responses of the above parameters
Exchange Rate
The Indian Rupee has experienced notable depreciation against the USD in recent years. While this depreciation presents
certain challenges such as increased import costs and inflationary pressures on imported goods, it has simultaneously created
favourable conditions for India's export competitiveness. For real estate, the depreciation has made Indian commercial
properties more attractive to foreign investors, as dollar-denominated investments can acquire / lease assets at relatively
favourable exchange rates. This currency movement has also reinforced India's appeal as a cost-effective destination for global
capability centres and manufacturing operations, supporting the country's position in global value chains.
79Figure 1.9: Exchange rate of the Indian Rupee vis-à-vis the USD (monthly average)
100
90
80
70
60
50
40
30
20
10
0
r t r t r t r t r t r t r t r t r t r t
p c p c p c p c p c p c p c p c p c p c
A O A O A O A O A O A O A O A O A O A O
- 6 - 6 - 7 - 7 - 8 - 8 - 9 - 9 - 0 - 0 - 1 - 1 - 2 - 2 - 3 - 3 - 4 - 4 - 5 - 5
1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 2 2 2
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
Source: RBI
Conclusion
India's economic fundamentals remain resilient despite global trade uncertainties. The economy has demonstrated its maturity
through domestic growth drivers that sustained momentum in FY 2024-25, while structural reforms like GST have delivered
measurable benefits. With real GDP growth projected at 6.6% for FY 2025-26, India continues to outperform most major
economies.
The inflation trajectory shows significant improvement. Retail inflation's decline from 5.4% in FY 2023-24 to a projected
2.6% in FY 2025-26 has enabled the RBI to cut the repo rate by 125 basis points – a substantial monetary easing that reflects
confidence in the economic recovery. Consumer sentiment has steadily improved from its July 2021 lows, indicating growing
optimism across the economy.
India's long-term growth story remains intact, supported by key demographic and structural advantages: an expanding middle
class, a growing working-age population, competitive labour costs, ongoing infrastructure development, healthy savings rates,
and deeper global economic integration.
These converging factors create a favourable environment for real estate sector expansion. With monetary conditions easing,
consumer confidence rising, and structural growth drivers accelerating, India's property markets are well-positioned to benefit
from the country's continued economic growth trajectory.
CHAPTER 2: DRIVERS OF INDIA’S OFFICE REAL ESTATE MARKET
Demographic Advantage
According to recent estimates from the United Nations, India has surpassed China to become the world’s most populous
country. Notably, India continues to maintain its status as one of the youngest nations globally, with a median age of 28.4
years and ~42% of the population below the age of 25. The working-age population is expected to continue growing both in
quantity and proportion to the total population until the middle of the century, ensuring a continuing positive contribution of
demographic change to per capita economic growth.
80Figure 2.1 Population distribution by age
80+
70-74
60-64
50-54
40-44
30-34
20-24
10-14
0-4
10% 8% 6% 4% 2% 0% 2% 4% 6% 8% 10%
Female Male
Source: UN World Population Prospects
Increasing Urbanization
India has witnessed remarkable urban progress and is projected to have one of the largest urban populations in the world in
2024, at ~532 mn. According to the 2011 Census, the urban share of India's population stood at around 31%. UNDP (United
Nations Development Programme) projections suggest that by CY 2050, more than 880 mn people will reside in urban areas.
This rapid urbanization will consequently fuel the demand for real estate across all asset classes.
Figure 2.2: Annual percentage of population at mid-year residing in urban area
52.8%
46.4%
40.1%
32.8% 33.2% 33.6% 34.0% 34.5% 34.9% 35.4% 35.9% 36.4% 36.9%
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2030 2040 2050
Source: UN World Urbanization Prospects
Enabling Government Reforms
The last couple of decades have witnessed a measured march towards transparency, governance, and financial discipline in
India’s real estate market. The transformation of the sector has been driven by a confluence of factors, with technological
advancements, a maturing investment landscape and regulatory reforms like RERA, GST and REITs playing a pivotal role.
Figure 2.3: Key reforms within the real estate sector
812017
GST; infra status to
logistics & affordabl2e0 22
housing
2015
Infra status to Data
Centres; National
Relaxation of FDI
Logistics Policy
norms; Housing for
2024
All & Credit Linked
Subsidy Scheme
SM REIT regulations
notified
2000 2010 2020
2014
2005
Securities and
2023
Exchange Board of
RE opens to FDI; SEZ Act
India (SEBI) Notifies Special Economic Zones
passed
REIT Guidelines (Fifth Amendment) Rules,
2016 2023
RERA; Benami Transactions
(Prohibition) Amendment Act;
Insolvency and Bankruptcy Code;
Demonetization
Listed below are a few noteworthy measures and government initiatives that have had or are expected to have a substantial
impact on the real estate sector in India.
Real Estate (Regulation and Development) Act, 2016
For several decades, the real estate sector in India lacked a centralized statute to regulate and govern its operations. Matters
related to real estate projects, land, and transfer of ownership were under the purview of state governments. However,
increasing instances of project delays and rising consumer complaints necessitated the establishment of an independent
regulatory body for the sector. In 2016, the Central Government introduced the Real Estate (Regulation and Development)
Act, as the first comprehensive central statute governing the real estate industry.
The primary objective was to foster the growth of the real estate sector by creating a level playing field for all stakeholders
and fostering an environment of trust, accountability, transparency, credibility, and efficiency. The introduction of Real Estate
Regulatory Authority (RERA) has led to a systemic transformation in the real estate sector. Unorganized players, including
fly-by-night developers, have struggled to comply with the strict regulations imposed by RERA. Consequently, there has been
an increase in industry consolidation, with smaller developers, lacking sound corporate governance and financial management
practices, partnering with larger developers through joint development ventures, development management agreements, or
the outright sale of land parcels.
Goods and Services Tax
GST was introduced in India on July 1, 2017, marking one of the most significant tax reforms in India since independence.
Its core principle of "one nation, one tax, one market" aims to transform India's tax system. Prior to the implementation of
GST, the real estate sector faced the burden of numerous state and central taxes throughout the construction process. These
taxes varied across states, leading to ambiguity and confusion among stakeholders regarding applicable rates. However, with
the introduction of GST, these multiple taxes were streamlined and consolidated into a uniform regime, providing clarity and
simplicity for consumers in the real estate sector.
Insolvency and Bankruptcy Code, 2016
82The Insolvency and Bankruptcy Code (IBC) was introduced by the government with the aim of consolidating and amending
the outdated regulations regarding insolvency and bankruptcy. Its objective is to enable better access to credit and address the
challenges posed by non-performing assets. The Indian real estate sector has faced significant challenges such as non-
performing assets and incomplete projects. The implementation of the IBC has brought about a time-bound and unified
insolvency process, providing investors with the opportunity to resolve issues related to unpaid assets and outstanding dues.
FDI in real estate
The Government of India has implemented various initiatives to encourage foreign direct investments (FDI) in the real estate
sector. In 2005, the construction development sector was initially opened for 100% FDI through the automatic route. Since
then, the government has pursued efforts to further liberalize and streamline the FDI policy, aiming to attract more foreign
investments and foster growth in the real estate sector. In 2018, the FDI policy was relaxed to allow 100% FDI under the
automatic route in Single Brand product retail trading as well. These eased FDI policy norms have also facilitated increased
private equity (PE) inflows into the sector, generating significant momentum for its development.
Special Economic Zones (Fifth Amendment) Rules, 2023
The sunset clause withdrew direct tax holidays for units commencing operations on or after April 1, 2020, in SEZs, which
was extended till June 2020 due to the pandemic. Post the withdraw of tax holidays, global tech firms did not prefer SEZs,
given significant compliance requirements without sufficient financial incentives. This led to a sharp drop in leasing in IT /
ITeS SEZs, especially in the past four to five years. As lease contracts expired, occupier exits piled up leading to a substantial
increase in SEZ vacancy.
On December 6th, 2023, the Central Government's notification of Rule 11B under the Special Economic Zones Rules, 2006
has paved the way for floor-wise demarcation in the built-up area of an IT/ITeS SEZ as a Non-Processing Area (NPA). This
demarcated area may then be used for setting up and operation of IT/ITeS businesses. While some developers have already
de-notified under-construction SEZs and SEZ land parcels, this recent amendment is more focused on converting existing
vacancies in operational IT/ITeS SEZ office assets into ‘relevant space’ for IT/ITeS occupiers. The timely intervention is
expected to infuse relevant supply in core IT markets and breathe new life into the fading attractiveness of IT/ITeS SEZs.
Real Estate Investment Trusts (REIT) guidelines
In 2014, the Securities and Exchange Board of India (SEBI) issued comprehensive guidelines to provide a regulatory
framework for the establishment and functioning of REITs in India. These guidelines aimed to facilitate the growth and
development of the Indian REIT market, attract domestic and international investments, and provide opportunities for retail
investors to participate in the real estate sector. Since their introduction, SEBI has made periodic amendments to the guidelines
to further enhance the efficiency and transparency of the REIT markets. REITs were one of the first forms of fractional
ownership of real estate in India.
Small and Medium REITs (SM REITs)
To formalize the nascent fractional ownership space, the Securities and Exchange Board of India (SEBI) notified Small and
Medium Real Estate Investment Trusts (SM REITs) through amendments made to the already existing REIT regulations.
Under the SM REIT regulations, fractional ownership platforms (FOPs) will now have higher compliance requirements related
to issue size, asset exposure, investment portfolio, number of subscribers and minimum investment size. Also, such offerings
now need to be listed on stock exchanges and adhere to regular reporting and governance standards. Regulatory oversight is
anticipated to usher in a higher level of corporate governance in the sector, resulting in greater market participation from retail
investors, increasing liquidity in the real estate market.
Emphasis on Infrastructure Upgradation
The infrastructure sector holds a critical position in propelling India's economic growth and overall development. As the
country steadily progresses towards attaining the status of a global economic powerhouse, the significance of having a strong
and well-developed infrastructure becomes increasingly evident. The government's dedication to this cause is evident through
various initiatives and substantial funds allocated to bolster the infrastructure sector.
National Infrastructure Pipeline
In 2020, India introduced the National Infrastructure Pipeline (NIP) with a vision of investing INR 111 Lakh Crore (USD 1.5
trillion) from 2020 to 2025. Public-Private Partnerships (PPPs) have been identified as a valuable mechanism to accelerate
infrastructure development and facilitate investments outlined in the NIP. Engaging the private sector promotes industry
competitiveness, allowing access to a broader talent pool and optimized resource utilization. Initially launched with 6,835
83projects, the NIP has expanded to encompass over 12,700 projects spanning 64 sub-sectors, with a capital outlay of ~USD
2,300 billion.
PM Gati Shakti
In 2021, the government introduced the PM Gati Shakti National Master Plan (NMP) to consolidate the various infrastructure
schemes such as Bharatmala (a centrally-sponsored and funded road and highways project of the Government of India with a
target of constructing 83,677 km of new highways) Sagarmala (an initiative for port-led development to boost coastal and
waterway logistics), and UDAN (a regional air connectivity scheme to make flying affordable and connect smaller cities)
under a unified digital platform. Integrated with the GIS-enabled PM Gati Shakti platform, it enables streamlined planning,
design, and monitoring of next-generation infrastructure projects through a single portal. Consequently, there has been a
significant expansion of roads, railways, and waterways, while ports and airports have undergone substantial upgrades.
Surge in Institutional Investments in Real Estate
In CY 2024, the real estate sector in India witnessed a significant surge in institutional investments2, with a total value
exceeding USD 8.8 billion spread across 78 deals. This figure stands as the highest on record and represents a significant 51%
increase compared to the previous year, showcasing sustained investor confidence in India's growth story amidst global
uncertainties. The bolstered confidence can be attributed to progressive government initiatives that aim to augment
transparency and accountability within the real estate sector. Notably, these efforts have resulted in a prominent rise in the
proportion of investments from foreign institutional investors in recent years, with their contributions accounting for an
average share of ~74% over the past five years.
Figure 2.4: Institutional Investments in real estate, USD mn
8,878
5,952 5,797 5,878
5,431
4,825 5,034 5,151
4,373
4,011
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Source: JLL Research
Figure 2.5: Key foreign investors in the sector
Blackstone GIC Brookfield ADIA CPPIB CapitaLand
Ivanhoe
APG KKR Sumitomo Mitsui
Cambridge
Source: JLL Research
The office sector emerged as the frontrunner commanding ~44% of overall institutional investments from 2015 to 2024, which
translates to ~USD 25 billion. It was followed by the residential and warehousing sectors. Given the rapid growth of data
consumption, the digitization of the economy, the arrival of 5G technology, and the increasing focus on data localization,
there is a foreseen surge in demand for investments in data centers in the coming years. It is pertinent to note the industry has
witnessed a rising trend of portfolio-level investments as opposed to individual asset investments in recent years. Moreover,
investors are demonstrating a preference for development partnerships with selected developers, which is driving
consolidation in the market.
2 Institutional flow of funds includes investments by family offices, foreign corporate groups, foreign banks, proprietary books, pension funds, private
equity, real estate fund-cum-developers, foreign funded NBFCs, REIT anchor investors, sovereign wealth funds and does not include domestic NBFC
funding, construction finance, developer investments as stock in trade, developer buy backs and any corporate RE purchase for self-use. The data has
been compiled as per available information in the public domain
84Figure 2.6: Distribution of institutional investments across sectors
3% 1% 1% 1% 3%
6% 4% 10% 2% 8% 10% 7% Alternatives
9% 8% 15% 9% 2%
8% 6% 14% 6% 13% 23%
6% 8% Hotels
11% 3% 3%
29% 6% 10% 1%
18% 14%
Warehousing
20%
16%
66% 35%
71% 27% 45% Mixed Use
86%
Retail
57% 59%
53% 52%
34% 36% Residential
28%
22%
14%
Office
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Source: JLL Research
China + 1 Strategy
Propelled by the economic initiatives of the Indian government, such as 'Make in India' and improvements in the ease of doing
business index, global giants are increasingly looking to invest in India. This has been further supported by rapid infrastructure
development and the government's efforts to position India as an attractive investment destination on the world stage.
To de-risk supply chain requirements and mitigate production challenges, many multinational companies are adopting
strategies like China+1 and Europe+1. This approach could potentially benefit India amongst other Southeast Asian countries
across various sectors. Furthermore, manufacturing firms are expected to create more R&D jobs in India as it offers
efficiencies in managing both research and production in the same geographical region. We are already witnessing the impact
of these initiatives with major companies like Apple setting up manufacturing units in India.
The Production Linked Incentive (PLI) scheme is the primary driver of India's global competitiveness. Launched in 2020, the
scheme is a transformative policy designed to position India as a global manufacturing powerhouse. Through incentives on
incremental sales, the government effectively offsets local ‘disability costs,’ enabling Indian-manufactured goods to compete
on price internationally. With an initial outlay of INR 1.97 lakh crore (~ USD 26 bn), the program spans 14 key sectors.
85Figure 2.7: Approved PLI outlay across sectors, INR crores
Largescale Electronics Manufacturing 38,645
Auto Components 25,938
High-Efficiency Solar PV Modules 24,000
ACC Battery 18,100
IT Hardware 17,000
Pharmaceuticals 15,000
Telecom & Networking Products 12,195
Food Products 10,900
Textile Products 10,683
Bulk Drugs 6,940
Specialty Steel 6,322
White Goods (ACs and LEDs) 6,238
Medical Devices 3,420
Drones and Drone Components 120
Source: PIB, JLL Research
Availability of Skilled Labour at Competitive Costs
The rapid adoption of emerging technologies like cloud computing and artificial intelligence/machine learning has led to an
exponential increase in the demand for tech talent. India boasts one of the world's largest pools of STEM graduates, positioning
it as a major global player in producing highly skilled professionals. Furthermore, as the second-largest English-speaking
country globally, India offers an added advantage by providing a large talent pool with minimal language barriers.
Additionally, one of India's key strengths is its highly competitive cost structure. There is a significant disparity between
salary costs in India and those in developed countries. This cost advantage attracts global tech companies to outsource work
to Indian BPOs and IT/ITeS companies, resulting in considerable cost savings. The heightened workflow and increased
demand for quality office space by these companies have a significant impact on driving the growth of the real estate sector
in India.
Figure 2.8: Number of STEM graduates across countries
86Source: UNESCO Institute of Statistics, PayScale, JLL Research
Notes: Figures are estimated based on STEM graduates across all levels of higher education
Growing Tech Sector
The tech industry in India has grown exponentially in the last two decades. Amid global geo-political tensions and headwinds,
India’s technology industry revenue (including hardware) is estimated to generate USD 283 billion in FY 2024-25, a ~5.1%
year-on-year growth. Tech export revenues reached ~USD 224 billion while the domestic technology sector is expected to
cross USD 58 billion. Despite the tough market conditions, the industry continues to be a net hirer, taking the total employee
base to 5.8 mn, a year-on-year growth of ~2.2%.
Figure 2.9: IT-BPM industry revenue, USD billion
Figure 2.10: IT-BPM Industry Headcount, mn
Source: NASSCOM, JLL Research
Expansion of Innovation Driven Businesses and Start-Ups
87
U S A
3 .6 m n
B ra zil
1 .6 m n
U K
6 7 0 k
1 .2 m n
G e rm a n y
In d ia
C
1 1
h in a
.5 m n
1 3 .5 m n
3
9 5 0
5 0 k
k
A
J
9 7 0 k
P h ilip p in
u s tra lia
a
e
p
s
a n
Low talent cost High talent cost
350+
269 283
245
227
143 154 167 177 191 196
FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24FY 2024-25E FY 2029-30F
6.5+
5.7 5.8
5.4
5.1
4.7
3.7 3.9 4.0 4.1 4.4
FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25E FY 2029-30FOver the past decade, the startup ecosystem in India has experienced exponential growth, driven by innovation, substantial
venture capital investments, and government support. The number of startups recognized by the Department for Promotion of
Industry and Internal Trade (DPIIT) increased from around 700 back in 2016 to over 199,000 as of November 2025. This
remarkable growth has positioned India as the third-largest startup ecosystem in the world, which has yielded over 100 unicorn
startups. The thriving startup ecosystem also presents opportunities for Global Capability Centres (GCCs) to leverage
emerging technologies and evolving tech solutions. This enables them to tap into a digitally advanced ecosystem for serving
their global clients effectively. Furthermore, the surge in the number of startups in India has fuelled the demand for flexible
office spaces in recent years. Flexible space providers offer startups a convenient and ready-to-use office space solution with
low capital expenditure requirements. This allows startups to focus on their core operations without the hassle of day-to-day
facility management, vendor coordination, and the flexibility to scale their team as needed.
Figure 2.11: Number of unicorn start-ups in India
109 111 117
87
42
23 30
2018 2019 2020 2021 2022 2023 2024
Source: Invest India, JLL Research
Increasing Demand from Global Capability Centres
Global Capability Centres (GCCs) remain the biggest industry segment in terms of potential growth, accounting for a lion’s
share of current active space requirements. The opportunity for entry of new GCCs remains significant with ~65% of the
Global 500 companies (excluding India-headquartered firms) yet to leverage the India opportunity. The next few years are
likely to witness an accelerated increase in the number of GCC units in India as more companies attempt to leverage India’s
growth favouring ecosystem and the existing ones execute their expansion plans within the country. India's proven credentials
and trained workforce will ensure that it remains among the top innovation geographies. As firms increasingly consider
offshoring R&D work and utilizing GCCs as transformation hubs to drive business excellence and organizational growth,
India will continue to be a leading destination.
CHAPTER 3: OVERVIEW OF INDIA’S OFFICE MARKETS
Top Eight Office Markets of India: Snapshot
Table 1: Overview of India’s top seven office markets
Ahmedabad Bengaluru Chennai Delhi NCR Hyderabad Kolkata Mumbai Pune Overall
Completed 16.1 226.6 82.6 162.5 139.9 29.9 159.5 90.6 907.7
Stock,
mn sq ft
Vacancy, % 10.5% 11.2% 7.8% 19.8% 25.8% 15.9% 11.2% 18.8% 15.6%
Average 1.3 10.9 5.0 7.6 7.7 1.1 6.2 4.7 43.3
Annual Net
Absorption,
mn sq ft
(CY 2022 –
Q3 CY 2025)
Average 1.1 12.6 4.2 6.3 14.8 0.5 4.2 4.4 47.1
Annual New
Supply,
mn sq ft
(CY 2022 –
Q3 CY 2025)
Average Rent, 58.2 98.5 75.7 90.6 77.4 68.9 145.7 82.7 96.8
88Ahmedabad Bengaluru Chennai Delhi NCR Hyderabad Kolkata Mumbai Pune Overall
INR/sq
ft/month
Source: JLL Research, Q3 2025
Introduction
India's office market has witnessed significant growth over the past two and half decades, establishing itself as a prominent
player in the global commercial real estate industry. The top eight markets* in India have experienced a tremendous surge in
Grade A office stock, growing nearly 15.3 times, from ~59.5 mn sq ft in 2004 to around 907.7 mn sq ft as of September 2025.
The rise of the business process outsourcing (BPO) industry in the early 2000s played a pivotal role in attracting major
multinational companies to set up operations in the country, subsequently kickstarting the transformation of the office market.
What was once a landscape of unorganised standalone buildings has now evolved into Grade A commercial developments
owned by reputed developers and institutional investors.
Today, India's office market presents a wide array of opportunities for companies seeking to expand their operations. With its
robust economy, abundant cost-effective talent pool, and favourable business environment, India has become an attractive
destination for both domestic and international companies looking to establish their presence in the country.
Figure 3.1: Total Grade A office stock in India’s top eight markets, mn sq ft
25.1%
1200.0 1,136
1,062
988
1000.0
908 921
868
824
776
800.0
724
680
641
585
600.0 550
520
480
440
410
374
400.0 342
292
249
201
200.0 154
117
85
60
0.0
Source: JLL Research, Q3 2025
*Note: Top eight markets include Ahmedabad, Bengaluru, Chennai, Delhi NCR, Hyderabad, Kolkata, Mumbai, and Pune
Bengaluru emerges as the dominant force in India's office market with a Grade A office stock reaching around 216.6 mn sq
ft, making it the second-largest office market in the Asia-Pacific (APAC) region, only surpassed by Tokyo. Following
Bengaluru, Mumbai, Delhi NCR, and Hyderabad take the lead as the top office markets in India. Collectively, these four
markets contribute ~78% of the total Grade A stock in India's top seven markets. While representing a smaller portion of the
overall Grade A office stock at 1.8%, Ahmedabad is a rapidly emerging commercial hub poised for significant growth. The
city's real estate market is experiencing a boom, driven by a thriving economy, extensive infrastructure development, and an
investor-friendly environment.
Figure 3.2: Distribution of Grade A office stock across India’s top eight markets
89Ahmedabad
1.8%
Kolkata
Chennai 3.3%
9.1% Bengaluru
25.0%
Pune
10.0%
Hyderabad
15.4% Delhi NCR
17.9%
Mumbai
17.6%
Source: JLL Research, Q3 2025
Classification of Office Stock
Based on quality
As of September 2025, approximately 58% of India's commercial office stock belongs to the Grade A+ category. The upward
trend in the share of Grade A+ stock is a result of the evolving nature of the sector and changing preferences of occupiers.
The demand for Grade A+ assets has led to an increased introduction of such properties in the market.
Figure 3.3: Distribution of Grade A+ vs Grade A over the years
100%
90%
80% 45% 44% 46% 42%
70%
60%
e
ra
h50%
s
%
40%
30% 55% 56% 54% 58%
20%
10%
0%
2022 2023 2024 9M 2025
Grade A+ Grade A
Table 2: Rental Trends (Grade A+ vs Grade A)
2022 2023 2024 Q32025
Grade A+ 87.3 90.0 90.7 100.7
Grade A 72.5 74.3 75.7 81.2
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been
identified based on project quality assessment, project age & upkeep, tenant quality, current rent and rental growth,
sustainability certifications and other relevant factors
Trends in Supply, Net Absorption and Vacancy
90The office market in India has shown considerable vibrancy over the past few years. 2023 was a historic year for India’s office
market as net absorption in India’s top eight markets breached the 40 mn sq ft mark and stood at ~43.0 mn sq ft. This not only
marked a new post-COVID milestone but also the second highest annual absorption, trailing only the levels recorded in 2019.
The resilient expansion-driven occupier activity is a testament to the country’s quality talent pool and competitive costs.
India office market has built on the gains through the 2022-23 period as it remains the focal point of headcount addition and
RE growth for global occupiers. It was reiterated by the net absorption for 2024 hitting historic peak levels of ~51.0 mn sq ft.
Over 2025 to 2028, we anticipate that the market activity of 2024 will become the new norm, with net absorption for each
year expected to be higher compared to 2024.
Figure 3.4: New Supply, net absorption, and vacancy trends
100 20%
90
17.1% 17.1%
80 16.1% 16%
15.6%
15.0% 15.0% 15.0% 15.0%
70 9 1
.3 .4
tf q s
n m n i a e rA
3456 0000
2 .2 5 8 .9
3
3 .8 4 0 .3 4 1 .4 4 0 .1 5 4 .9
3
9 .0
4
6 .2 5 0 .7 5
9 .6 6
5 .6 5
7 4 .2
6
7 1 .3
6
81 %2% % y
c n a c a V
20 4%
10
0 0%
2022 2023 2024 9M 2025 2025F 2026F 2027F 2028F
New Supply (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
Rental Trends
Rents have moved up post pandemic across most cities, with core micro-markets seeing healthy growth in rents driven by
sustained demand and higher-grade, green-certified buildings being able to command a premium. The rental values during
the first 9 months of the 2025 basis (Q3 2025 vs Q4 2024) have increased across all cities, with Hyderabad witnessing the
maximum growth of 11.7%, followed by Delhi NCR and Kolkata with a growth of 6.3% and 5.6%, respectively. Bengaluru,
Chennai, Ahmedabad, Mumbai and Pune recorded 5.2%, 3.5%, 3.4%, 2.6% and 1.7% rental growth, respectively.
Figure 3.5: Market-wise rental index trend
125
Hyderabad, 122
Kolkata, 121
120
Ahmedabad, 120
0
0 1 115 Bengaluru, 115
=
2 Delhi NCR, 114
2
0
2
4 Q Chennai, 111
:tn 110 Mumbai, 111
e
R
Pune, 107
105
100
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
91Trends in Gross Leasing Activity
Gross leasing in India’s top eight markets exceeded the 60 mn sq ft milestone for the very first time in 2023, reaching an
impressive 64.2 mn sq ft, a significant 24.5% y-o-y increase. In a year marked by global headwinds, these achievements were
a testament to the market’s strong underlying fundamentals and growth prospects. Leasing activity in India continues to see
a sustained period of intense activity, underpinned by demand from both global and domestic occupiers. The annual gross
leasing of 78.2 mn sq ft across the top eight cities in 2024 is the best-ever for the India office market, outshining the previous
peak recorded in 2023 by a significant 22.8% y-o-y. With the momentum in gross leasing activity expected to remain strong
through the final quarter of 2025, the full year is expected to reach new highs, surpassing the 80 mn sq ft mark.
Figure 3.6: Gross leasing trends
90.0
78.8
80.0
70.0 64.2
57.7
tf q s 60.0 52.2 51.6 48.3
n 50.0 44.1
m 39.4 New Supply
n 40.0
i
a
e rA 30.0 Gross Leasing
20.0
10.0
-
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
Bengaluru and Delhi NCR followed by Mumbai, Chennai and Hyderabad have dominated the gross leasing activity over the
last few years. For the nine months of 2025, Bengaluru and Delhi NCR accounted for 25.7% and 22.5% of the yearly gross
leasing, respectively. Hyderabad and Mumbai followed with respective shares of 13.0% and 12.9%. As a key emerging
market, Ahmedabad demonstrates consistent leasing activity, accounting for 2.1% of gross leasing during the first nine months
of 2025.
Figure 3.7: Distribution of gross leasing by markets
100%
3.3% 1.9% 2.0% 2.1%
9.8% 8.7% 8.7% 10.9% Ahmedabad
90%
11.4% 13.0%
80% 12.9% Pune
18.9% 3.0%
2.2%
2.2%
70%
1.3% 14.4% 13.6% Mumbai
13.0%
10.3%
60%
Kolkata
50% 21.7% 22.4%
22.5%
23.8% Hyderabad
40%
10.1% Delhi NCR
30% 14.8% 10.8%
11.4%
20% Chennai
24.1% 27.9% 25.7%
10% 21.2% Bengaluru
0%
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
92Sectors driving gross leasing activity
Tech has been the largest occupier category in India’s office market. Post the pandemic, while tech continues to remain the
major driver of leasing activity in the country, its share in overall leasing activity has reduced. While the tech sector saw a
noticeable drop in its share (~21%) in pan India overall leasing activity during 2023 amid reduced space take-up by third-
party outsourcing firms, global headwinds and slower revenue growth, it made a partial recovery in 2024 with its share rising
to 25.9% in 2024.
Flex hit the as-predicted leasing number of over 15 mn sq ft in 2024, another peak in this sector’s performance and showcasing
its continued growth and contribution to India’s office market amid evolving workplace and portfolio strategies across
industries. The flex segment had a substantial 19.9% share in the annual leasing numbers in 2024, its best share underscoring
the momentum in this segment. The momentum in the BFSI segment saw its share at 17.4% in 2024 with
Engineering/manufacturing following with 16.7%. In absolute terms, all the three segments – Flex, BFSI and
manufacturing/engineering recorded their highest ever leasing numbers in 2024.
Figure 3.8: Sector-wise share of gross leasing
100%
6.9% 6.3%
10.4%
13.2% Telecom,Healthcare-Biotech,
4.0%
90% 5.1% Real Estate & Construction
2.6% 6.0%
14.8% Miscellaneous
80% 16.7%
13.8%
17.7%
70% Manufacturing / Industrial
60% 27.8%
28.2% 20.7% 25.9% IT & ITeS
50%
0.7% 2.1% 2.9% E-Commerce
1.6%
40%
16.3%
18.8%
19.9% Co-Working Provider
30% 19.0%
9.7%
20% 6.2% 9.6% Consultancy Business
9.0%
10% 18.4% 17.2% 15.8% BFSI
12.6%
0%
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
The Road Ahead
Focus to shift towards building performance data and active collaboration with landlords.
While green office spaces have been a crucial step towards sustainable real estate portfolios, green certifications in their
current form do not guarantee energy efficiency or lower carbon emissions. Moreover, leasing in green-certified buildings is
no longer a differentiator and by 2030, it will be a de-facto requirement when prominent occupiers lease office spaces. The
focus will shift towards credible building sustainability data, making the green lease contract crucial for ensuring transparency
in data and active mission-aligned collaboration between landlords and occupiers throughout the life of the lease.
It is becoming increasingly evident that corporates must adopt a proactive approach to sustainability, integrating it deeply into
their business operations and decision-making processes. They must embrace innovation and leverage cutting-edge
technologies to drive efficiency, reduce environmental impacts, and enhance the quality of their workplaces. By doing so,
occupiers can not only contribute to a greener future but also boost their brand reputation, attract, and retain talent, and ensure
93long-term business resilience. Those that take bold and decisive actions will pave the way for societal and environmental
progress, setting a benchmark for others to follow.
Flight to quality
It is pertinent to note that recently completed projects and lower-quality assets contribute the most to headline vacancy
numbers. The flight to quality is evident in terms of office occupancy being polarized towards core markets and superior-
grade projects. Institutionally owned and green certified projects continue to find favour from occupiers and hence see much
better occupancy levels. Grade A+ quality assets enjoy 500 – 800 bps higher occupancy levels and command rental premiums
of 10% - 20% when compared to other Grade A assets. This trend is expected to continue as institutional-quality assets account
for a large share of the upcoming supply and will remain the first choice for corporate occupiers.
GCCs key to increasing occupier demand
India is increasingly becoming the preferred choice for large conglomerates to set up Global In-house Centres or Global
Capability Centres (GCCs). Office Stock occupied by GCCs account for ~34% of all occupied Grade A stock across the top
seven cities, which translates to ~258+ mn sq ft. The holistic ecosystem provided by the bigger metros across a strong physical
and office infrastructure, talent pool and support amenities have seen GCCs expand mostly across these cities, although some
Tier 2 and 3 cities have also emerged. Over the last couple of years, with talent dispersion and trends around hybrid working,
GCCs have been quite active in increasing their footprint in such emerging urban centres.
Figure 3.9: Grade A office space occupied by GCCs, mn sq ft
300+
245+ 258+
2024 9M 2025 2027F
Source: JLL Research, Q3 2025
The next few years will witness a multifold increase in the number of GCC units in India as more companies attempt to
leverage India’s growth ecosystem and the existing ones execute their expansion plans within the country. The number of
GCC units is expected to cross 2,350 over the next 2-3 years with the corresponding office occupancy footprint expected to
grow to over 300 mn sq ft. proven credentials and trained workforce will remain the momentum drivers as firms increasingly
look at offshoring R&D work and using GCCs as transformation hubs which drive business excellence and organization
growth.
Figure 3.10: Number of GCC units in India
2,350+
1,950+ 2,000+
2024 9M 2025 2027F
Source: JLL Research, Q3 2025
Demand expanding beyond the top seven office markets of India
Commercial office activity is increasingly expanding beyond India's traditional top seven office markets (Bengaluru, Chennai,
Delhi NCR, Hyderabad, Mumbai, Pune and Kolkata) cities, propelled by factors like rising real estate costs in major hubs, the
availability of a skilled workforce, infrastructure enhancements, and supportive government initiatives. Ahmedabad
exemplifies this shift, recording strong gross leasing activity in the past three to four years. This robust corporate demand,
coupled with acquisition of spaces in premium buildings by flex operators, has created a shortage of premium grade supply
in the market, which is expected to drive up rental rates for these premium assets.
94The confluence of strong leasing momentum amidst global uncertainty heralds market opportunity and growth
runway for India
India’s relative immunity to global uncertainties and headwinds has now positioned it as a market that is tuned towards growth
across both headcount and real estate footprint metrics. With robust office occupancies already causing a space crunch in
existing portfolios of large occupiers, there are clear signals of portfolio expansion actions moving ahead. The market remains
well on track with its strong pipeline of deal activity and current performance to reach unprecedented leasing volumes of 80
mn sq ft or even higher.
Demand from GCCs – both existing ones and new country entrants remains strong, making up ~50% of all active space
requirements. At a sector level, the strong rebound in third-party tech activity is providing a strong fillip to India’s tech
outsourcing sector with the pivot centred around AI and other cutting-edge technology offerings. International banking and
financial services players' appetite for offshore operational centres, complemented by the manufacturing sector dynamism
fostered through strategic policy initiatives also form a key element for the market's future growth potential.
A strong deal pipeline offers support to surging leasing volumes and tight vacancy rates indicate a geography that features as
the focal point of business expansion for global corporates. Domestic corporates continue to ride the wave of a marked
resilience in local market fundamentals and global business confidence in India to grow, a hallmark of a country defined not
just by its costs but also its emergence as a strategic hub for market-changing innovation ideas driven by its deep talent pool.
CHAPTER 4: INVESTING THE SM REIT WAY
Introduction
The Indian real estate sector has undergone significant transformation in the past decade due to evolving regulations aimed at
enhancing transparency and protecting consumer interests. This shift has resulted in a more organized and regulated market,
which has demonstrated resilience and consistent growth across all asset classes. Consequently, retail investors have become
increasingly attracted to real estate as a stable and lucrative investment option, particularly during times of economic
uncertainty.
Traditionally, retail investors faced obstacles such as high entry barriers, limited market knowledge, and a lack of expertise
when evaluating investments in the commercial real estate sector, which offered higher rental yields and stability. As a result,
the investor pool was limited to institutional investors, ultra-high net-worth individuals, and pension and sovereign funds.
However, the landscape has changed with the advent of Real Estate Investment Trusts (REITs) and more recently, Fractional
Ownership Platforms (FOPs), which have democratized access to real estate for retail investors and provide portfolio
diversification opportunities by enabling access to previously exclusive asset classes. These instruments can enhance liquidity
and accessibility in real estate investments. Additionally, they typically offer higher, stable, and assured returns for retail
investors. As regulatory oversight improves and investor interests are safeguarded, REITs and FOPs are expected to further
drive real estate ownership among retail investors.
Real Estate Investment Trusts (REITs)
While the influx of private equity, sovereign and pension funds support the push for creating more investible grade assets, the
public markets and more specifically REITs have enhanced institutional participation. These instruments provide liquid
avenues by creating both depth and breadth in real estate markets. The listing of REITs in India has provided a mutual fund-
like investment option in real estate. It provides diversification across asset classes and geographies, an opportunity to invest
in real estate properties in smaller denominations through formal platforms, lower transaction costs, tax savings, easy liquidity
and access to expertise coupled with transparency and accountability. India took a gradual approach in establishing its REIT
legislation, in contrast to its global counterparts. Prior to the Nexus Select Trust retail REIT in 2023, the country had only
three listed REITs, with a strong focus on the office sector. The introduction of Embassy Business Park in 2019 marked India's
first REIT, followed by Mindspace and Brookfield REITs in 2020 and 2021 respectively. Despite being launched amidst the
pandemic, both REITs received strong responses from both institutional and retail investors. Notably, the occupancy rates and
rent collections for REIT-managed assets remained resilient even during the pandemic. This highlights the effectiveness of
professional asset management, supporting the notion that professionally managed assets tend to outperform their
counterparts.
95Figure 4.1: Key REIT Highlights
The operational office space held under REITs in India experienced significant growth, from ~24.8 mn sq ft as of March 31st, 2019, to
~133.6 mn sq ft as of September 30, 2025
Committed occupancy in the operational office portfolios as of September 30, 2025 stands at: Embassy REIT: ~90%, Mindspace REIT:
~92%, Brookfield REIT: ~90%, Knowledge Realty Trust: ~92%
The approximate Weighted Average Lease Expiry (WALE) of the office portfolios as of September 30, 2025 stands at: Embassy REIT-8.5
years, Mindspace REIT-7.4 years, Brookfield REIT-6.6 years, Knowledge Realty Trust-8.1 years; highlighting the long-term stability of
active leases in the portfolios
Over H1 FY 2025-26, the annualized distribution yield ranged from ~5.1% to 6.7%. For Embassy REIT, the yield was ~6.0-6.2%; for
Mindspace REIT, it was around 5.1-5.8%, for Brookfield REIT, it ranged from ~6.1-6.7% and for Knowledge Realty Trust, the yield was
~5.4-6.0%.This indicates the annual return on investment generated in the form of distributed income. Additionally, investors also
benefit from capital appreciation as the value of the underlying assets increases over time
REITs were one of the first forms of fractional ownership in India. The REIT market in India is still in its early stages, but it
has shown promising signs of growth. The growth of the market presents an opportunity to deepen and strengthen the Indian
real estate sector. This growth is supported by a robust regulatory framework that places a strong emphasis on transparency
and high governance standards, thereby attracting global investor interest. The introduction of the SM REIT regulations to
formalise the nascent Fractional Ownership space adds another dimension to the REIT market, further enhancing the depth of
the real estate sector. We anticipate continued growth in the market as more listed REIT vehicles are expected to emerge,
providing further opportunities for investors.
So, what are Fractional Ownership Platforms (FOPs)?
Fractional ownership, as the name suggests, empowers investors to own a fraction or share of a physically undivided property,
effectively lowering the entry barriers and enabling participation by a diverse investor base. Fractional Ownership Platforms
(FOPs) act as experienced investment managers playing a critical role to select the asset, based on their real estate experience.
The FOP forms the formal channel that enables retail investors to tap into primarily pre-leased commercial real estate,
including office spaces, warehouses, or even shopping malls, at a fraction of the total investment outlay. The cost of asset
acquisition is split among several investors who invest in a specific asset-backed scheme under a Special Purpose Vehicle
(SPV) established by the FOP. The investors earn returns in the form of rentals as well as long-term value appreciation of the
property upon exit, with distributions made after the deduction of management fees and other maintenance expenses.
Over the past few years, the FOP market in India has experienced rapid growth, fuelled by technological advancements, and
increasing investor interest in alternative investment avenues. Property Share emerged as the first FOP in India in 2016 and
is one of the largest players in the fractional ownership space accounting for more than one-fourth of the market in terms of
Assets Under Management (AUM). Other players in the fractional ownership space are Strata, HBits, Assetmonk, ALYF,
WiseX, YOURS etc.
SM REIT Regulations
The regulatory framework for fractional ownership in India has been undergoing significant changes and development for
more than a decade. REITs emerged as one of the initial forms of fractional ownership in the country. Over the last few years,
while FOPs proliferated, a critical aspect remained unaddressed – regulatory oversight was mostly ambiguous or absent. As
the market grew and retail investor interest rose, investment safeguards came under discussion. There were concerns related
to lack of uniformity in disclosure standards, lack of transparency in valuation, management fees, maintenance costs and
redressal of investor grievances.
To formalize this growing segment, the Securities and Exchange Board of India (SEBI) notified Small and Medium Real
Estate Investment Trusts (SM REITs) through amendments made to the already existing REIT regulations. The notifications
require FOPs who wishes to operate such investment schemes to be registered as an SM REIT and be licensed under SEBI.
Under the SM REIT regulations, the FOPs will now have higher compliance requirements related to issue size, asset exposure,
investment portfolio, number of subscribers and minimum investment size. Also, such offerings now need to be listed on
public exchanges and adhere to regular reporting and governance standards.
96Key Aspects of the Regulations
Structure
•A single SM REIT can launch multiple schemes for investment in real estate assets (similar to mutual
funds). Accordingly, a SM REIT can house different real estate assets under different schemes and
each scheme will have its own set of unitholders
Investment Manager
•Investment manager responsible for setting up an SM REIT to have a net worth of at least INR 20
crore and not less than INR 10 crore in the form of positive liquid net worth
•At least two years of experience in the real estate industry or in real estate fund management
•Should be a company incorporated in India
•In an SM REIT scheme that has opted not to undertake leverage, the investment manager shall
always hold at least 5% of the total outstanding units during the first three years. The minimum
holding increases to 15% in the case of leveraged schemes
Underlying Asset
•SM REIT schemes are not allowed to invest in under-construction or non-revenue generating real
estate assets. Scheme of SM REIT shall invest at least 95% of the value of the schemes’ assets for
each of its schemes in completed and revenue generating properties.
•Security deposit from tenants will not form part of the assets of the scheme for the purpose of
compliance with investment conditions
•Regulations do not differentiate between commercial and residential properties. Any asset satisfying
the definition of ‘real estate’ or ‘property’ can be acquired if it is complete and revenue generating
•Vacant land, assets falling under the purview of ‘infrastructure’ cannot be brought under the
framework of SM REIT
Asset Value
•Collective value of assets proposed to be acquired under a single scheme should be at least INR 50
crores and should not exceed INR 500 crore
•Multiple schemes can exist under a SM REIT and there is no cap on the collective value of assets held
across all schemes under a SM REIT
Units Holders & Subscription Size
•Given the relatively nascent nature of the fractional ownership market, the minimum subscription
size is kept at INR 10 lac. This is still lower compared to the earlier minimum size of INR 20-25 lac size
set by FOPs
•Minimum 200 unit holders other than the sponsor(s), its related parties and its associates
•Maximum subscription from any investor other than sponsor(s), its related parties and its
associates should not be more than 25% of the total unit capital
Impact of the Regulations
The SM REIT regulations have created an enabling environment for active asset management and the potential to bring many
income-generating small and medium-sized real estate assets under the purview of REITs. This not only offers a fresh avenue
of funding for asset owners but also has the potential to improve transparency and market efficiency. As a result, regulatory
oversight is anticipated to inject greater market participation from domestic as well as foreign retail investors, ultimately
increasing liquidity in the Indian real estate market. Investors holding units of SM REIT schemes will be entitled to similar
tax benefits and a similar risk-reward spectrum as those investing in ‘big REITs’ SM REITs can potentially bring in under-
valued ‘hidden gem’ assets which can create investor value with better asset management Importantly, the listing of SM
REITs on public exchanges will lead to more efficient ‘price discovery’. It will offer more flexibility to investors, allowing
them to easily participate and exit with relative ease, without relying on FOPs for liquidity.
SM REIT Market Opportunity
97Around 40.7% of the overall Grade A office stock in the top eight cities of India, currently valued at ~USD 53 billion is SM
REIT-worthy. This illuminates the promise and potential of this sector’s burgeoning future. Markets like Mumbai and Delhi
NCR offer the biggest opportunities for asset acquisition under the SM REIT umbrella, given the proliferation of smaller and
mid-sized projects. Even the tech markets of Bengaluru and Hyderabad offer sizeable growth opportunities where well-leased
but mid-sized assets are potential investment opportunities under SM REITs.
Table 3: SM REIT Opportunity across Markets
Grade A Office stock, SM REIT-worthy stock, Investment Potential,
mn sq ft mn sq ft USD bn
Ahmedabad 16.1 12.9 1.3
Bengaluru 226.6 56.8 8.5
Chennai 82.6 33.0 3.4
Delhi NCR 162.5 78.6 9.7
Hyderabad 139.9 49.3 5.4
Kolkata 29.9 23.6 2.4
Mumbai 159.5 84.4 18.6
Pune 90.6 30.4 4.0
Overall 907.7 369.1 53.3
Source: JLL Research, Q3 2025
Note: Institutionally owned assets and assets under REITs were excluded. Of the remaining basket, those with a value of up to INR 700 crores and occupancy
of >=95% were included; Average cap rate of 8% assumed to calculate investment potential.
1 USD = INR 88
SM REITs are expected to pave the way for a thriving REITs market in India. The regulatory aspects will allow investors to
approach this segment with greater confidence, given higher levels of disclosures and accountability. Additionally,
technological advancements, improved transparency, smaller capital outlay requirements and growing investor interest for
participation in a rapidly appreciating real estate market are expected to drive growth. There are likely to be evolving
compliances and regulatory oversight challenges that the industry is expected to face as the regulations mature and
implementation progresses forward. Despite these teething issues, this market is poised to grow and potentially surpass USD
5.0 billion of AUM by 2030. The REIT market in India grew from around USD 3.6 bn to ~USD 23.8 bn in Gross Asset Value
within a span of 5.5 years. As the sector evolves on the regulatory framework backbone, we expect the SM REIT market to
experience even faster growth.
Figure 4.2: Size of the SM REIT Market, USD billion
USD 5.0+ bn
USD 0.6+ bn
Q3 2025 2030F
Source: JLL Research, Q3 2025
Latest SM REIT Market Updates
1. The Board approved the following proposals to facilitate ease of doing business related to activities of SM REITs
a. Standardizing the disclosures in scheme offer document including bifurcation of the scheme offer document
into Key Information of the Trust (KIT) and Key Information of the Scheme (KIS), manner of filing and
processing of KIT and KIS, manner of updation of KIT and preparation of scheme offer document in a
manner which facilitates automated processing
b. Guidelines for public issue of units by a scheme of SM REIT including allocation in public issue,
subscription period, price band, allotment procedure in case of oversubscription and minimum subscription
98amount
c. Alignment of certain provisions pertaining to investment conditions and borrowings for SM REITs vis-à-
vis REITs.
2. REIT Regulations have been amended to provide that any asset falling under the definition of ‘infrastructure’ to be
considered as ‘real estate’ or ‘property’ (and hence eligible to be held as part of the REIT or SM REIT assets) if the
following principle is met: The objective of holding such asset by the REIT (either directly or through underlying
HoldCos / SPVs) shall be to earn fixed rental income from leasing out such asset and without assumption of any risk
or reward arising out of or related to the operation of such asset. Assets such as warehouses, hotels, and data
centres, may be considered infrastructure if they meet specific criteria related to investment size, location, and
function.
3. SEBI has indicated that SM REITs are likely to have their own apex body - SRO (Self-Regulatory Organisation) and
not be covered under the Indian REITs Association.
4. Six SM REITs are now registered with SEBI. Till now, Property Share Investment Trust has listed two product
offerings/schemes – PropShare Platina in December 2024 and PropShare Titania in July 2025.
Why SM REITs
I
LLUSTRATION 1 – An individual HNI/Corporate Senior management/business owner wants to invest in RENT-
YIELDING COMMERCIAL PROPERTY
WHAT HE WANTS: well-leased space within budget; Annual returns of 7-8%; long-term tenancy; professional
asset management; investment diversification and ease of exit & liquidity
CONCERNS: re-leased assets are not available under individual /Retail ownership model; In strata models one
has to actively seek a leased space, undertake legal and Title due diligence, lease tenure analysis, negotiate price
without adequate market knowledge, pay brokerage and other associated transaction costs (Stamp duty, etc.) and
actively manage lease contractual obligations; there are exit costs upon liquidation while one has to look at finding
a buyer pool on their own
WHY SM REIT IS THE SOLUTION: No brokerage and no hidden costs, publicly listed scheme offering umbrella
investor protection under SEBI, professional asset management, leased asset under scheme offering income from
day zero, easy exit options, public benchmarks for ease of comparison, access to market information, well-managed
and transparent investment dashboards
Looking ahead
Fractional ownership is still a relatively nascent market in India, driven by PropTech-enabled startup firms that offer retail
investors a technology-driven investment solution for private investments in rent-yielding assets. However, a critical aspect
remained unaddressed – regulatory oversight. While SEBI has addressed this aspect, challenges related to scalability and
fostering investor trust remain, especially for newer SM REITs lacking a proven track record. Despite these challenges,
fractional ownership, with its inherent advantages of affordability, diversification, and opportunities for appreciation, is poised
to become a mainstream investment option in India. To support its growth, efforts should be focused on educating investors
and stakeholders about this investment model, enhancing digital infrastructure, and fostering collaboration between fractional
ownership platforms, developers, and regulatory bodies. Moreover, regulatory oversight will ensure a well-defined and secure
environment, empowering individuals with varying investment capacities to participate in the institutionalized real estate
market. Complementing ‘big REITs’, SM REITs or ‘micro-REITs’ are expected to expedite the journey of India’s real estate
sector towards becoming more organized and institutionalized. This development will fuel the growth and advancement of
the real estate sector, creating a win-win situation for investors, asset owners, and the economy as a whole. As the market for
SM REIT products evolves, we are likely to see increasing share of other asset segments. There are also platforms offering
residential investment options – second homes, luxury villa/resort investment opportunities, given the rent as the potential for
rent and capital appreciation. Income-generating assets across varying real estate segments are likely to be part of SM REITs
going forward, further adding depth to the market while unlocking asset value accretion.
CHAPTER 5: AHMEDABAD’S OFFICE MARKET OVERVIEW
99Ahmedabad – A rapidly strengthening infrastructure & growth corridor
Ahmedabad, the largest city in Gujarat with a population of ~8.85 million, stands as a dynamic economic powerhouse in
Western India. Renowned for its entrepreneurial spirit and rich cultural heritage, Ahmedabad is rapidly gaining recognition
as a key business, education, and real estate destination. Within Gujarat, Ahmedabad has emerged as one of India's fastest-
growing urban and commercial centres, supported by a strong and well-planned infrastructure ecosystem. This growth
trajectory has been significantly enabled by 25 years of stable governance in Gujarat, which has powered a 2.9x rise in
government investment and cumulative FDI equity inflows of USD 44.9 bn from October 2019 to March 2025 – establishing
Gujarat as one of India's most business-ready state.
Figure 5.1: Capex in Gujarat, INR bn
3,623
1,244
FY00 - FY14 FY15 - FY25
Source: DPIIT, RBI, JLL Research
Over the past decade, the city has benefited from sustained investment in roads, transit systems, industrial corridors, and urban
amenities, positioning it as a highly attractive destination for businesses, global capability centres (GCCs), and Grade A+/A
real estate development. As a prominent city developing into a major metropolitan hub, Ahmedabad offers a blend of urban
amenities and growth potential that appeals to both businesses and residents seeking opportunities beyond India's top seven
office markets.
The city's transformation has been anchored by strategic infrastructure development that has created multiple growth corridors.
The major commercial arteries include SG Highway (Sarkhej-Gandhinagar Highway), which emerged as the primary IT and
commercial spine, CG Road serving as the retail and commercial heart, and Ashram Road connecting key business districts.
SG Highway's evolution as Ahmedabad's premier office destination began in the early 2000s, driven by the availability of
large land parcels suitable for campus-style developments and continuously improving connectivity infrastructure.
Ahmedabad is home to GIFT City (Gujarat International Finance Tec-City), India's first operational smart city, spread across
approximately 886 acres and serving as the headquarters for IFSCA (International Financial Services Centres Authority).
Launched in 2015, GIFT City was envisioned as a global financial and IT services hub offering world-class infrastructure,
regulatory support, and tax incentives. This development has attracted multinational corporations, banks, and financial
institutions, positioning Ahmedabad as an emerging fintech destination.
Gujarat's IT Policy initiatives have transformed Ahmedabad from a textile-centric economy to a diversified commercial hub.
The current IT/ITeS Policy Gujarat (2022-27), effective until March 31, 2027, offers monthly incentives for IT/ITeS
establishments in Gujarat, creating competitive advantages for companies setting up offices in the city. The sustained policy
support has positioned Ahmedabad as an increasingly attractive destination for technology companies, driving robust occupier
interest in the city's office market.
Table 4: Key financial incentives under Gujarat IT-ITeS Policy (2022-2027)
Incentive Type What Companies Get Benefit Amount Eligibility & Limits
Flex/co-working Financial assistance for office Years 1-2: Government pays Maximum Support:
space rental support rental costs when using co- 50% of monthly rent INR 10,000 per employee seat/month
working/flex spaces Years 3-5: Government pays (Years 1-2)
25% of monthly rent INR 5,000 per employee seat/month (Years
3-5)
100Incentive Type What Companies Get Benefit Amount Eligibility & Limits
Company would be eligible for the fiscal
support for a period of five years from the
date of start of commercial operations any
time prior to 31 Mar 2027.
New hire bonus One-time cash incentive for each 50% of the employee's one Maximum per employee:
new local employee hired and month CTC INR 50,000 for male employees
retained for a minimum period of 1 INR 60,000 for female employees
year
Employee benefits For eligible units, government Female employees: 100% of Calculation basis: Up to 12% of employee's
reimbursement reimburses company's mandatory company EPF contribution basic salary + DA + retentions
EPF contribution for employees reimbursed
Male employees: 75% of
company EPF contribution
reimbursed
Infrastructure development has been a key catalyst, with projects like the Ahmedabad Metro (operational since 2019), BRTS
(Bus Rapid Transit System), ring road development, and airport expansion significantly improving connectivity. The
upcoming bullet train project connecting Ahmedabad to Mumbai is expected to further enhance the city's commercial
attractiveness. Additionally, Ahmedabad is one of India's most affordable major cities, which combined with quality
institutions like IIM Ahmedabad and growing job opportunities, is driving strong talent migration and fuelling demand in the
office real estate market.
In parallel, the 2030 Commonwealth Games has triggered a massive build-out of world-class sports and civic infrastructure.
The proposed Sardar Vallabhbhai Patel Sports Enclave (SVPSE), along with associated venues (aquatics, indoor arenas,
athlete village, training facilities), hotel & hospitality expansion, improved airport terminal capacity, and city-wide urban
upgrades, are expected to accelerate economic activity, job creation and urban liveability, further enhancing the city’s appeal
for both businesses and residents.
Table 5: Ahmedabad Demographic and Economic Profile, 2024
GDP (2023: current prices) USD 68 billion
Population 8.85 million
Literacy Rate 88.29%
Median Age Group 25-29 years
No. of households 1.17 million
Source: World Population Review, Census 2011, JLL Research
Table 6: Grade A Office Market Snapshot (As of 30th September 2025)
Stock, mn sq ft 16.12 (1.8% of overall India stock)
Vacancy, % 10.5
Net Absorption, mn sq ft (2022 – 9M 2025) 5.1 (2.9% of overall India absorption)
Gross Leasing, mn sq ft (2022 – 9M 2025) 5.7 (2.3% of overall India leasing)
Average Rent, INR/sq ft/month 58.2
Source: JLL Research, Q3 2025
Ahmedabad’s Infrastructure Overview
Ahmedabad's infrastructure provides a competitive advantage, centred on an integrated multi-modal transport ecosystem that
mitigates the congestion challenges common in India's top seven office markets. The city offers connectivity through an
arterial and ring road network, anchored by the SP Ring Road and the Sarkhej–Gandhinagar (SG) Highway. This road network
is enhanced by flyovers that ensure smooth traffic flow and predictable travel times, evidenced by the consistent 40-minute
commute between Ahmedabad and Gandhinagar. Ahmedabad was the first Indian city to implement a Bus Rapid Transit
System (BRTS) at scale, which is now integrated with the Ahmedabad Metro's east-west and north-south lines, enhancing
intra-city mobility and decongesting major commercial corridors. The upcoming Mumbai–Ahmedabad High-Speed Rail
Corridor (Bullet Train) will establish the Sabarmati terminal as a multi-modal hub integrating high-speed rail, metro, BRTS,
and regional networks. This development is expected to improve regional connectivity, unlock new commercial districts, and
catalyse long-term economic activity across the city, positioning Ahmedabad as a business hub attractive to both corporations
and residents.
101Figure 5.2: Infrastructure of Ahmedabad
Classification of Office Stock
Ahmedabad has established itself as a significant commercial centre in Western India, with Grade A office stock of 16.1 mn
sq ft that underscores the city's evolution as a business destination. The market demonstrates healthy fundamentals with a
vacancy rate of 10.5%, reflecting consistent occupier demand supported by a diverse property mix of traditional strata
developments and an expanding portfolio of non-strata buildings that cater to varied corporate requirements. A significant
acceleration in development activity is underway across submarkets with large-scale projects scheduled for delivery from
2026 onwards, representing a marked departure from the modest annual additions witnessed historically.
The emergence of Gujarat International Finance Tec-City (GIFT City) has become a key catalyst, enhancing Ahmedabad's
commercial profile and contributing to sustained growth in office infrastructure and occupier interest. The city presents
compelling expansion opportunities, driven by its established industrial foundation, access to skilled workforce, and business-
friendly environment, positioning Ahmedabad as an attractive destination for domestic and multinational companies seeking
to establish or expand their regional operations.
102Figure 5.3: Ahmedabad Grade A office stock (mn sq ft)
28.1
24.9
20.7
16.1 16.1
13.0 13.7 14.6
2022 2023 2024 9M 2025 2025F 2026F 2027F 2028F
Source: JLL Research, Q3 2025
Based on quality
The Grade A+ segment represents 6.41 mn sq ft of Ahmedabad's total office inventory, with a clear geographical concentration
pattern. GIFT City accounts for most of this premium category at 4.67 mn sq ft, while the remaining 1.74 mn sq ft of Grade
A+ space is positioned within the SBD micro-market. This distribution reflects the market's evolution toward institutional-
quality developments that meet the standards of sophisticated occupiers. The Grade A+ segment is poised for continued
expansion as occupier preferences increasingly favour premium, technology-enabled office environments. This trend is being
reinforced by the ongoing pipeline of high-specification developments in GIFT City and other strategic locations,
underscoring Ahmedabad's growing attractiveness to corporations seeking modern, high-quality office facilities.
Figure 5.4: Distribution of Ahmedabad office stock based on quality
Grade A+
39.8%
Grade A
60.2%
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been identified based on project quality
assessment, project age & upkeep, tenant quality, current rent and rental growth, sustainability certifications and other relevant factors
Key Office Submarkets: Snapshot
Table 7: Overview of Ahmedabad’s office submarkets – Grade A (As of 30th September 2025)
Stock, (mn sq ft) Vacancy (%) Average Rent, Net Absorption,
(INR/sq ft/m) (mn sq ft)
2022 – 9M 2025
CBD 0.75 24.6 49.4 0.23
SBD* 8.69 3.3 57.3 2.89
Extended SBD 1.47 13.2 48.5 0.43
PBD 5.20 19.6 63.8 1.50
Table 8: Overview of Ahmedabad’s office submarkets – Grade A+ (As of 30th September 2025)
Stock, (mn sq ft) Vacancy (%) Average Rent, Net Absorption,
(INR/sq ft/m) (mn sq ft)
2019 – 2024
CBD - - - -
SBD* 1.74 1.7 65.0 0.96
103Stock, (mn sq ft) Vacancy (%) Average Rent, Net Absorption,
(INR/sq ft/m) (mn sq ft)
2019 – 2024
Extended SBD - - - -
PBD 4.67 14.2 64.8 1.44
Source: JLL Research, Q3 2025
*Property Share SM REIT submarket
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been identified based on project quality
assessment, project age & upkeep, tenant quality, current rent and rental growth, sustainability certifications and other relevant factors
Figure 5.5: Ahmedabad’s Office Market Definitions
Source: JLL Research, Q3 2025
Ahmedabad’s Secondary Business District (SBD) encompassing Nehru Nagar, SG Road, Prahladnagar, Sindhubhavan Road,
Bodakdev, Vastrapur, and Satellite commands higher rentals than the city’s CBD and East SBD, with average rents at INR
57.3 per sq ft/month basis overall stock. The SBD’s strong occupier demand and concentration of high-quality developments
support this premium. However, SBD rents remain below PBD (INR 63.8 per sq ft/month), primarily due to the presence of
GIFT City within the PBD, which has a larger concentration of top-tier, internationally benchmarked supply to the market.
When comparing the subset of Grade A+ developments, average rentals in SBD are marginally higher than PBD.
Figure 5.6: Ahmedabad Sub-market wise Grade A+ Average Rent (INR/sq ft/month) (As of 30th September 2025)
Source: JLL Research, Q3 2025
*Property Share SM REIT submarket
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been identified based on project quality
assessment, project age & upkeep, tenant quality, current rent and rental growth, sustainability certifications and other relevant factors
Grade A+ vacancy in SBD Ahmedabad stands at a notably low 1.7%, which is ~1,250 basis points lower than the PBD’s
vacancy rate of 14.2%. This pronounced gap highlights the strong occupier demand and limited availability of premium office
space within the SBD compared to other competing submarkets.
104
65.0 64.8
SBD* PBDFigure 5.7: Ahmedabad Sub-market wise Grade A+ Vacancy % (As of 30th September 2025)
14.2%
1.7%
SBD* PBD
Source: JLL Research, Q3 2025
*Property Share SM REIT submarket
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been identified based on project quality
assessment, project age & upkeep, tenant quality, current rent and rental growth, sustainability certifications and other relevant factors
Market Dynamics - Demand, Supply, Vacancy & Rental Trends
Ahmedabad's office market has exhibited consistent momentum and resilience. Net absorption reached 2.0 mn sq ft in 2022,
outpacing new supply additions and driving vacancy rates down from 12.6% in 2022 to 8.8% in 2024. This performance
reflects strong underlying demand fundamentals, supported by sustained leasing activity across key sectors including IT/ITeS,
BFSI, consultancy, and co-working operators.
Despite moderated supply additions in 2023 and 2024, occupier demand remained robust, maintaining market equilibrium
and preventing significant vacancy fluctuations. Through the first nine months of 2025, the market successfully absorbed 1.1
mn sq ft against 1.5 mn sq ft of new completions, resulting in a stable vacancy rate of 10.5%. This balanced supply-demand
dynamic, particularly during a period of continued development activity, demonstrates Ahmedabad's sustained appeal across
diverse industry segments and reinforces its position as an emerging commercial destination.
Figure 5.8: New Supply, net absorption, and vacancy trends – Ahmedabad Grade A
3
12.6% 16%
14%
12%
2
t f q s
n
7 .1 0 .2 10.3% 8.8% 510.5% 81 %0% % y c n a
c
m
n 1
.1
6%
a
V
i a e r A 7 9 .0 9 .0 1 .1 1 .1 4%
.0 2%
0 0%
2022 2023 2024 9M 2025
New Supply (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
Figure 5.9: New Supply, net absorption, and vacancy trends – Ahmedabad Grade A+
1051.5
16%
15.2%
14%
12.8%
2 12%
1.0 .1
10.8% %
t f q s
n
m
n0.5
8
.0
9.1%
7
.0 6
681 %%0% y c n a
c
a
V
i
a
e
5
.0
.0
4
4%
r A .0
0 1 2%
.0 .0
0.0 0%
2022 2023 2024 9M 2025
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been identified based on project quality
assessment, project age & upkeep, tenant quality, current rent and rental growth, sustainability certifications and other relevant factors
Rental growth in Ahmedabad's office market during 2024 and into 2025 has been primarily driven by the delivery of high-
quality new supply in strategic locations. The SBD and CBD submarkets recorded the most significant rent increases from
2022 to 9M 2025, as compared to Grade A and Grade A+ assets in other submarkets, reflecting strong occupier demand for
premium grade assets amid constrained availability in these established business districts. From 2022 to 9M 2025, SBD rentals
advanced from INR 45.4 to INR 57.3 per sq ft per month, while CBD rents increased from INR 38.0 to INR 49.4 per sq ft per
month. Extended SBD and PBD submarkets also experienced steady rent appreciation, supported by persistent tenant demand
for modern office spaces with enhanced amenities. Average PBD rents remained elevated, underpinned by GIFT City's
presence and consistent absorption of high-specification supply, though growth has moderated in recent quarters.
Figure 5.10: Submarket-wise rental trend for Grade A (CY)
80
60
CBD
40 SBD
E SBD
20
PBD
0
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
Figure 5.11: Submarket-wise rental trend for Grade A+ (CY)
80
60
40 SBD
PBD
20
0
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been identified based on project quality
assessment, project age & upkeep, tenant quality, current rent and rental growth, sustainability certifications and other relevant factors
Table 9: Rental CAGR comparison: Grade A+ vs Grade A (CY)
106CAGR % CBD SBD E SBD PBD
2022- Q3 2025
Grade A+ NA 7.5% NA 4.0%
Grade A 10% 8.8% 5.6% 4.0%
Source: JLL Research, Q3 2025
SBD Ahmedabad has demonstrated one of the most robust rental growth trends in the city’s office markets during the period
CY 2022 to Q3 2025. Overall SBD rentals have grown at a robust 8.8% CAGR from 2022 to 9M 2025, outpacing other major
submarkets. Grade A+ assets in the SBD have recorded a 7.5% CAGR over the same period - the highest among Ahmedabad's
Grade A+ corridors. This rental growth reflects sustained demand for institutional-quality office spaces, tight vacancy levels,
and occupiers' growing preference for modern, amenity-rich developments within the SBD corridor.
Trends in Gross Leasing Activity
Ahmedabad's office market demonstrated strong leasing momentum in 2024, achieving gross leasing volumes of ~1.6 mn sq
ft. This positive trajectory has been sustained through the first nine months of 2025, with gross leasing activity reaching 1.2
mn sq ft, indicating continued occupier confidence and market vitality.
Figure 5.12: Gross leasing trends – Ahmedabad Grade A
2.0 1.7 1.7 1.6 1.5
t
f
q
1.2 1.2
s 0.9
n 1.0 0.7
m
n
i
a
e 0.0
r
A
2022 2023 2024 9M 2025
New Completions Gross Leasing
Source: JLL Research, Q3 2025
Ahmedabad's leasing activity has demonstrated significant sectoral diversification, reflecting the market's evolving appeal
across industries. In 2022, co-working providers led at 33.6%, followed by tech (21.3%) and BFSI (19.7%). The market
shifted notably in 2023 with BFSI dominating at 40.5%, while 2024 saw tech reclaim leadership at 33.2% alongside co-
working's resurgence to 27.0%. Manufacturing/industrial sectors also gained traction at 19.2% in 2024. Through 9M 2025,
tech has maintained a solid 19.5% presence. This dynamic composition highlights Ahmedabad's capacity to attract diverse
occupier categories, from traditional sectors like BFSI to emerging segments such as co-working, positioning the city as an
adaptable commercial market.
107Figure 5.13: Sector-wise share of gross leasing – Ahmedabad Grade A
100%
5.7% 4.2% 2.7% Telecom,Healthcare-
16.4% 6.8% Biotech, Real Estate &
90%
12.4% Construction
Miscellaneous
80% 5.1% 5.6% 19.2%
2.2% 41.5%
70% 13.7%
Manufacturing / Industrial
21.3%
1.2%
60%
1.5% 15.2% 33.2% 5.2% IT & ITeS
50%
5.7%
40% 19.5%
E-Commerce
33.6%
30%
7.6%
27.0% Co-Working Provider
20% 0.2% 40.5%
11.5%
10% 19.7% Consultancy Business
5.0% 11.9%
4.7%
0%
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
Figure 5.14: Sector-wise share of gross leasing – Ahmedabad Grade A+
100%
4.2% 12 .. 36 %% Telecom,Healthcare-
3.3% 11.4%
8.4% 15.5% Biotech, Real Estate &
90%
Construction
10.1% Miscellaneous
80% 22.1% 6.8%
28.6%
70% 0.6%
Manufacturing / Industrial
60% 34.8%
3.6%
28.2%
IT & ITeS
50% 55.5%
40% 0.4% 9.0% E-Commerce
37.8%
30%
Co-Working Provider
20% 41.2%
8.6%
33.9%
10% 8.4% Consultancy Business
17.7%
6.0%
0%
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
108Overview of the flex market in Ahmedabad
Ahmedabad's flexible workspace sector has emerged as a significant component of the city's commercial real estate landscape.
The market has demonstrated robust growth momentum, with total flex stock reaching ~1.83 mn sq ft across 23,648 seats.
This expansion represents a substantial evolution from the nascent flex offerings available just a few years ago, positioning
Ahmedabad as an increasingly important flex destination within India's top eight office markets.
Table 10: Flex Market Snapshot (As of 30th September 2025)
Stock, mn sq ft 1.83
Stock, seats 23,648
Vacancy, % ~12
Upcoming supply, seats 6,940
Indicative rental range, INR/seat/month 7,000 – 18,000
Source: JLL Research, Q3 2025
The growth trajectory has been particularly pronounced in recent years, with flex operators expanding their footprint to capture
enterprise demand for agile workspace solutions. Corporate preferences for flex workspace solutions over traditional direct
leasing arrangements stem from multiple operational and financial advantages.
• Cost Savings: Leasing with a flex space operator often translates to lower costs with reduced administrative costs
and other overhead expenses. Pre-built, move-in ready space can reduce initial out-of-pocket expenses, enable greater
efficiency, and potentially drive down total occupancy costs.
• Zero capital expenditure: The key benefit for occupiers opting for customised spaces over traditionally leased
spaces is the savings on the upfront expenditure for fit outs. In simple terms, while the operational costs are mostly
higher because occupiers end up paying a composite rent for a bouquet of services, there are significant savings on
capital expenditure.
• Lease tenure flexibility: Flexible space helps organizations “buy time” as they launch new initiatives, establish
growth projections, and develop longer-term space strategies. Tenants with space requirement for a shorter duration
face certain challenges in leasing out space with space owners as the minimum lock-in period for organized office
spaces is typically three or more years. Flexible workspaces allow the tenants to take up spaces as per their
requirement in terms of lease tenures / lock-ins, thus allowing for greater flexibility.
109• Increased portfolio flexibility: Companies can scale up or down easily based on changing business needs. The
flexibility to increase or decrease seat take-up is a key attraction for start-ups and SMEs, many of whom are faced
with uncertain growth and cash flow expectations.
• Innovation and collaboration opportunities: Flex arrangements foster innovation through increased employee
interaction, exposure to new business concepts and cross-pollination of ideas. Employees share the space with
professionals from diverse industries which provides them with networking opportunities and can lead to valuable
partnerships.
• Customization and convenience: For large corporates, the possibility of getting spaces customised to their
requirements, a low gestation period and the convenience of managed flex spaces are important factors. Corporates
today view their workplace environment as an instrument to drive business performance and enhance engagement,
empowerment, and fulfilment among staff. The furtherance of this agenda requires an element of specialisation, and
flex space operators are filling this gap, thereby yielding tangible benefits to the occupier.
However, it is pertinent to note that the associated benefits vary, depending on the type of occupiers and their scale of
operations. Start-ups and SMEs, many of whom are faced with uncertain growth and cash flow expectations are primarily
attracted to the cost and flexibility factor. For large corporates, the savings on upfront expenditure for fit outs as well as the
customization and convenience are major pull factors. Large corporates are enticed by the savings on upfront expenditure for
fit outs, as well as the enhanced customization options and unparalleled convenience provided by flex space operators. Thus,
flex office space is a viable real estate option for all types of office occupiers—from freelancers and start-ups to large
corporates. Varied in-house amenities like gym, spa, food court, gaming zones, sleeping pods, crèche services, etc., and perks
such as seamless access to the operator’s flex spaces across locations only add to the attractiveness of the deal.
SBD is the dominant hub for flex operations
Market dynamics indicate that flexible workspace providers have been actively securing prime locations across key
submarkets, with the Secondary Business District (SBD) emerging as the dominant hub for flex operations. The distribution
pattern reflects distinct preferences among flex operators and their corporate clients for established business corridors with
superior infrastructure and connectivity.
Table 11: Distribution of flex stock across submarkets
Stock, seats Vacancy, % Indicative rental range,
INR/seat/month
CBD 2,040 ~3 7,000 – 8,500
SBD 20,288 ~12 8,000 – 15,000
Extended SBD 680 0 8,000 – 9,000
PBD 640 ~48 9,000 – 18,000
Source: JLL Research, Q3 2025
SBD commands 86% of Ahmedabad's flex stock due to its strategic position at the intersection of talent availability and
corporate demand. SBD's superior metro and BRTS connectivity makes it easily accessible for employees living across key
residential areas, while its concentration of Grade A office buildings provides the large, quality spaces that flex operators need
to serve enterprise clients effectively. The submarket's established corporate ecosystem creates consistent demand for flexible
workspace, enabling operators to achieve both scale and premium pricing. This combination of talent accessibility, quality
infrastructure, and corporate presence makes SBD the natural choice for flex operators seeking to build sustainable, profitable
operations.
Managed space model has gained traction
Pure-play managed space operators have experienced the fastest growth compared to other flex space operators. The managed
office space model has gained traction in Ahmedabad as corporations seek turnkey solutions that address evolving workplace
requirements. Flex operators typically enter into medium to long-term lease agreements with landlords, then design and fit-
out spaces according to specific tenant requirements, absorbing the capital expenditure while providing fully serviced
environments. This model enables rapid deployment of customized workspace solutions, with operators handling everything
from interior design and technology infrastructure to facilities management and administrative service. It is worth noting that
managed space, as a subset of the larger flex space market, is expected to continue witnessing significant expansion.
Outlook -Ahmedabad Office Sector
Over 2026 to 2028, Ahmedabad’s office market is set to see a substantial addition of nearly 12 mn sq ft of new supply, with
the Peripheral Business District (PBD) forecasted to contribute the largest share, followed by the SBD and Extended SBD.
110Within this pipeline, SBD alone is expected to deliver ~3.8 mn sq ft by 2028, solidifying its role as a core growth engine for
the city’s commercial real estate sector.
Sustained demand is expected from sectors such as IT/ITeS, BFSI, consulting, co-working, manufacturing, and e-commerce,
as companies continue to seek high-quality, well-connected offices for both expansion and consolidation. Growing preference
for sustainable and wellness-oriented buildings is shaping new supply, with occupiers prioritizing green certifications, modern
amenities, and robust facility management. As new projects in SBD, Extended SBD, and PBD come on-stream, Ahmedabad’s
office market is poised for an active phase of development, with SBD continuing to attract a diverse mix of occupiers owing
to its strategic location, premium quality stock, and comprehensive social infrastructure.
Figure 5.15: Outlook on New supply, net absorption, and vacancy trends – Ahmedabad Grade A
5 14%
12.3% 12.2%
12%
4 4.6 11.2%
t f q s n 3 9.3% 3.6 4.2 3.7 3.1 3.0 81 %0% % y c n
m
n
2 6% a c
a
i a 4% V
e r A 1 1.5 1.3 2%
0 0%
2025F 2026F 2027F 2028F
New Supply (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
Figure 5.16: Outlook on New completions, net absorption, and vacancy trends - Ahmedabad Grade A+
2.5 14%
12.5% 12%
2.0
2.2 10.9%
t f
q s n1.5
9.6%
1.7 1.7 1.7 1.6
9.9%
1.6
81 %0% %
y c n
m 1.0 6% a c
n a
i
a
4% V
e0.5
r A 0.6 0.5 2%
0.0 0%
2025F 2026F 2027F 2028F
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
CHAPTER 6: SBD OFFICE MARKET OVERVIEW
Evolution of SBD Office Market
Ahmedabad's SBD, encompassing Nehru Nagar, SG Road, Prahladnagar, Sindhubhavan Road, Bodakdev, Vastrapur, and
Satellite, has transformed dramatically from predominantly residential and retail neighbourhoods into a major office
destination. Rapid urban expansion and infrastructure development, including enhanced road connectivity and comprehensive
public amenities, have established the SBD as a favoured location for modern commercial developments. Large land parcels
along SG Road enabled the creation of expansive office campuses and Grade A buildings, attracting major corporations
seeking scalable, high-quality workspaces outside the congested CBD core. This evolution was accelerated by policy support
for IT/ITeS and commercial real estate, driving demand from technology, consulting, financial services, and co-working
operators.
The area's rise as a business corridor is reinforced by its flourishing social infrastructure. SBD hosts prominent malls, global
and local retail chains, mid- and high-end residential projects, luxury hotels, and educational institutions, alongside the
prestigious 'Billionaire's Street', creating a vibrant, round-the-clock business and lifestyle district. From affordable to premium
office rental options, extensive campus-style developments, and green-certified buildings provide corporates and startups with
choices tailored to varying operational needs.
111The SBD now commands substantial office inventory in Ahmedabad and consistently leads in new supply, absorption, and
rental appreciation, reinforcing its position as a key office market. Its diverse occupier profile, spanning domestic corporations
to international enterprises, reflects the area's compelling appeal anchored by accessibility and proximity to growth corridors
in western Ahmedabad. As SBD continues evolving with ongoing developments, it stands as both Ahmedabad's commercial
hub and a comprehensive destination supporting business growth and urban living.
SBD Ahmedabad – The City’s Prime Commercial Corridor
With robust infrastructure already in place, SBD Ahmedabad stands out for its superior connectivity and accessibility against
other office submarkets in Ahmedabad. The district benefits from east-to-west metro connectivity and an extensive, efficient
BRTS network, seamlessly linking key commercial and residential zones. SG Highway and SP Ring Road form the backbone
of transportation in the SBD, ensuring direct routes to major business corridors and overall ease of movement.
Within the SBD, Nehru Nagar represents a prime example of this superior connectivity infrastructure. As a strategic location
within the submarket, Nehru Nagar boasts good access through key arterial roads including Satellite Road, the 132 ft ring
road, and the 120 ft ring road, linking it to all major city sectors. Most importantly, Nehru Nagar's position as a gateway
between the CBD and the SBD provides direct access to the city's core commercial hubs, making it an ideal location for
premium office developments.
The area's accessibility is further enhanced by its proximity to Vastrapur Road and Ambali Road, ensuring seamless travel
from various parts of the city. Integrated public transportation includes multiple BRTS stations and the largest State Transport
control point west of Sabarmati, supporting robust commuter movement and logistics. Nehru Nagar is also connected to
Ahmedabad's expanding Metro network, with stations along the north-south corridor offering direct connectivity to
Gandhinagar and GIFT City, the region's fastest-growing financial and technology cluster.
Surrounded by high-value commercial and residential neighbourhoods like Satellite, Vastrapur, Bodakdev, and Ramdevnagar,
Nehru Nagar provides a vibrant ecosystem for both living and business, while maintaining convenient access to Ahmedabad
International Airport (~16 km) and Railway Junction (~11 km). This well-planned infrastructure strengthens the SBD's ties
not only within the core market but also to Extended SBD areas and the PBD, with Nehru Nagar serving as a critical
connectivity hub that cements the SBD's status as Ahmedabad's premier destination for business growth and corporate
investments.
Figure 6.1: Major infrastructure projects impacting the SBD submarket
Classification of Office Stock
112SBD Ahmedabad has experienced a consistent increase in office stock over the past few years, with total supply growing from
~7.8 mn sq ft in 2021 to ~8.7 mn sq ft by the first nine months of 2025. Notably, 2022 marked a substantial addition with over
1.7 mn sq ft of new supply, followed by steady new completions in subsequent years.
Table 12: Overview of SBD office submarket
SBD Grade A SBD Grade A+
Completed Stock, 8.69 1.74
mn sq ft
Vacancy, % 3.3% 1.7%
Net Absorption, mn sq ft 2.89 0.96
(2022 – 9M 2025)
New Completions, 2.59 0.80
mn sq ft (2022 – 9M 2025)
Average Rent, 57.3 65.0
INR/sq ft/month
Rent Growth, % (2022-9M 2025) 26.2% 22.1%
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been identified based on project quality
assessment, project age & upkeep, tenant quality, current rent and rental growth, sustainability certifications and other relevant factors.
Based on quality
SBD accounts for 53.9% of the total office stock in Ahmedabad, firmly establishing itself as the city’s largest and most
prominent commercial micro market. Within SBD, ~20% of the stock is classified as Grade A+, concentrated in two marquee
projects (Venus Stratum and Navratna Corporate Park) that set the benchmark for quality in the city. The remaining 80%
consists of high-quality Grade A assets, reflecting the submarket’s focus on offering premium office environments.
Figure 6.2: Distribution of office stock based on ownership – SBD
Grade A+
20.0%
Grade
A
80.0%
Source: JLL Research, Q3 2025
113Figure 6.3: Prominent Office Developments in the SBD submarket
# Location Prominent Tenants
1 Venus Nehru Nagar Smartworks, Raywell
Stratum Studio, Technoville, Tech
(Subject Mahindra
property)
2 Navratna Ambli Road Baxter India, Opulence
Corporate Coworking, Jamp India
Park Pharmaceuticals
3 Commerce Prahlad Nagar KPMG, Adani Digital, Tata
House communications, Daikin
4 Mondeal SG Highway Kraft Heinz, OLX Auto,
Heights Coach Bar, Edelweiss
Gallagher
5 One42 Ambli Road Shapoorji Pallonji,
OneAdvanced
6 Shapath V SG Highway Deloitte India, Ciceroni,
HPE, Kotak Securities
Source: JLL Research
Table 13: Grade A+ Office Developments in SBD submarket
Venus Stratum Navratna Corporate Park
(Subject property)
Location Nehru Nagar Ambli Road While both Grade A+ assets
share similar technical
Green Certified Yes No specifications, Venus
Stratum commands a rental
Completion 2022 Tower A – 2020 premium due to some key
Year Tower B – 2021 differentiators: prime Nehru
Nagar location with very
Office ~800,000 ~941,000 limited premium office
Development supply, its IGBC Platinum
(sq ft) certification and consistent
superior floor-to-ceiling
Vacancy <5% <5% height, whereas one of the
(as of Sep 2025) towers in Navratna
Corporate Park has lower
ceiling clearance
Indicative 65 - 75 55 - 65
Rental Range
(INR/sq
ft/month)
Prominent Smartworks, Paragraph Khajanchi Business Centre, Baxter India, Opulence
Tenants EFC Limited, Raywell Studio, Technoville, Tech Coworking, Jamp India
Mahindra Pharmaceuticals, CU Rise,
Source: JLL Research
SBD Office Market Dynamics - Demand, Supply, Vacancy & Rental Trends
Net absorption in the submarket has consistently been healthy, with SBD recording major take-up in years of strong supply
influx. Even as new supply persisted, rents have demonstrated steady growth, rising from 45.4 INR per sq ft per month in
2022 to 57.3 INR per sq ft per month by 9M 2025. With demand keeping pace and at times outstripping supply, SBD has
established itself as the city’s prime business destination, offering a competitive edge for future commercial expansion.
Occupier demand has closely tracked this supply growth, ensuring vacancy levels remain on a sustained downward trajectory.
Vacancy in SBD fell from 9.1% in 2022 to just 3.3% in the first nine months of 2025, underlining strong absorption and
market resilience.
114Figure 6.4: New supply, net absorption, and vacancy trends – SBD Grade A
2.0 10%
1.7 9.1% 9%
1.6
8%
1.5
7%
tf q 6% %
s
n m 1.0 5%
y
c n
a
n i a 4.5% 3.3% 4% c a V
e 0.6
rA 3.3%
3%
0.5
0.5 0.4
2%
0.3
0.2
0.1 1%
0.0 0%
2022 2023 2024 9M 2025
New Supply (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
Figure 6.5: SBD Vacancy trend – Grade A+ vs Grade A
12%
9.80%
10%
8% 9.1%
%
y
c n 6%
a c 4.5%
a
V
4% 3.3% 3.3%
4.20%
2%
1.72% 1.72%
0%
2022 2023 2024 9M 2025
Grade A Grade A+
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been
identified based on project quality assessment, project age & upkeep, tenant quality, current rent and rental growth,
sustainability certifications and other relevant factors.
Trends in Gross Leasing Activity
Earlier years saw distinct sectoral patterns, such as BFSI’s dominance in 2023 (nearly 40%) and a significant uptick in
manufacturing/industrial leasing in 2024 (33.3%). These dynamics underscore SBD’s versatility in meeting the requirements
of varied occupiers, from start-ups and flexible workspace operators to consulting, technology, and industrial firms.
Leasing activity in Ahmedabad’s SBD micro market has witnessed notable shifts in sectoral demand over the last four years.
While co-working providers have consistently maintained a strong presence, with their share ranging from 17% to 39%, the
last two years witnessed a marked rise in contributions from consultancy businesses and IT/ITeS firms. In 2025, consultancy
businesses led gross leasing activity in SBD, accounting for 34%, followed by IT & ITES at nearly 29% and co-working
providers at 27%.
115Figure 6.6: Sector-wise share of gross leasing – SBD Grade A
100%
6%
10% 11% Telecom,Healthcare-Biotech,
90% Real Estate & Construction
25% 13% 4%
Miscellaneous
80%
6%
29%
70% 8% 12% 33% Manufacturing / Industrial
2%
1%
60%
IT & ITeS
17%
17%
50%
7%
2% 27%
E-Commerce
5%
40%
Co-Working Provider
30%
39% 37%
20% 40% Consultancy Business
34%
10%
BFSI
4%
6%
4%
0%
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
The Grade A+ office segment in SBD Ahmedabad has maintained a fully stable supply of 1.74 mn sq ft from 2022 through
9M 2025. Occupied stock has steadily increased each year, reaching 1.71 mn sq ft in 9M 2025 and pushing vacancy to minimal
levels. This consistent occupancy growth, amid zero new supply, underscores sustained demand for premium office spaces in
the market.
Figure 6.7: Stock & Occupancy trends – SBD Grade A+
1.80 15.0%
1.74 1.74 1.74 1.74
1.71 1.71
t f
q s
1.70
9.8%
1.67
10.0%
n
m 1.60 1.57
n
i a 5.0%
e 1.50 4.2%
r
A
1.7% 1.7%
1.40 0.0%
2022 2023 2024 9M 2025
Completed Stock Occupied Stock Vacancy
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been identified based on project quality
assessment, project age & upkeep, tenant quality, current rent and rental growth, sustainability certifications and other relevant factors.
Outlook - SBD Office Market
With its strategic location, advanced connectivity, and vibrant urban lifestyle, Ahmedabad's SBD has established itself as a
key office destination, consistently attracting diverse occupiers. The submarket's appeal for IT/ITeS, consulting, co-working,
BFSI, and e-commerce operations continues to grow, fostering robust demand for quality office space and driving steady
rental appreciation. SBD is set to undergo expansion, with ~3.8 mn sq ft of new supply projected across 2026 to 2028. Of the
3.8 mn sq ft of upcoming Grade A supply, only Keshavbaug Capital is located in the vicinity of Stratum @ Venus Grounds,
ensuring limited direct competition in the immediate micromarket.
116Figure 6.8: Outlook on new supply, net absorption, and vacancy trends – SBD Grade A
3 20%
15%
2
tf
q
%
y
s n 10% c n
m 1.5 1.6 a c
n i a e 1 6.6% 8.0% 1.3 7.7% a V
rA 1.1
5%
0.5
0.7 0.7
2.6%
0.5
0 0%
2025F 2026F 2027F 2028F
New Supply (LHS) Net Absorption (LHS) Vacancy (RHS)
Name of Project Expected Completion Year Size of office development (GLA in mn sq ft)
Zion Z2 2026 0.34
The Keshavbaug Capital 2026 0.25
DevX (GMDC) 2026 0.44
Mondeal One 2026 0.51
Mondeal Two 2027 0.37
Titanium World Tower 2027 0.70
Swati 18 (Block A) 2027 0.25
Swati 18 (Block B) 2027 0.25
Centroid by Sanghvi 2028 0.42
Wynn by Shridhar 2028 0.30
Source: JLL Research, Q3 2025
SBD maintains one of the lowest vacancy rates in Ahmedabad, with particularly tight conditions in the Grade A+ segment.
Limited availability and sustained occupier demand have driven Grade A+ vacancy sharply lower, from 9.8% in 2022 to just
1.7% by 9M 2025. With no new Grade A+ supply projected over the next three years, vacancy is expected to fall further,
potentially below 1% by 2028. With limited upcoming supply in the micro-market, demand momentum is expected to remain
strong.
Figure 6.9: Outlook on new supply, net absorption, and vacancy trends – SBD Grade A+
0.010 2.0%
0.008 1.4%
1.5%
1.1%
tf
q s
n
0.006
0.9%
1.0%%
y c
n
m n i
a
0.004 0.005 0.005 0.005 0.6%0.005 a c a V
e
rA
0.5%
0.002
0.0 0.0 0.0 0.0
0.000 0.0%
2025F 2026F 2027F 2028F
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been identified based on project quality
assessment, project age & upkeep, tenant quality, current rent and rental growth, sustainability certifications and other relevant factors.
This supply constraint is driving significant rental appreciation in the Grade A+ segment. From 2022 to 9M 2025, Grade A+
rents in SBD increased from INR 53.2 to INR 65.0 per sq ft per month, with projected growth reaching INR 77.5 per sq ft per
month by 2028. Over the next few years, Grade A+ office space in SBD is expected to command a sustained rental premium
117of around 12–15% over the broader market, driven by limited supply and strong occupier demand for quality, future-ready
office assets.
Figure 6.10: Rental forecast for SBD overall and Grade A+ projects
90
77.50
80 73.50
69.50
)h tn 70 65.00 65.50
o
m
/ 60 68.50
tf
q 61.50
65.00
s / 50 57.28 58.00
R
N
I(
tn
40
e
R
e
30
g
a
re 20
v
A
10
0
9M 2025 2025F 2026F 2027F 2028F
Overall Grade A+
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been identified based on project quality
assessment, project age & upkeep, tenant quality, current rent and rental growth, sustainability certifications and other relevant factors.
Within SBD, Nehru Nagar's combination of strategic location, connectivity, proximity to key urban infrastructure, and strong
social amenities creates an attractive investment proposition. As Ahmedabad continues to grow as a commercial, educational,
and technology hub, Nehru Nagar is positioned to benefit from increased demand, robust capital appreciation, and consistent
rental yields, particularly given the constrained supply environment in the immediate area.
CHAPTER 7: OVERVIEW OF VENUS STRATUM & PROPSHARE CELESTIA
Stratum @ Venus Grounds is a landmark IGBC Platinum-certified, Grade A+ mixed-use commercial building with a unique
atrium located in prime Nehru Nagar in the SBD submarket of Ahmedabad. Nehru Nagar’s blend of strategic location,
proximity to key urban infrastructure, and strong social amenities make it a highly attractive office destination. Designed by
the renowned Singapore-based firm Aedas Architects, the development serves as a premier business address in the city.
PropShare Celestia represents the scheme's offering, comprising 2,07,838 sq. ft. of leasable area across seven floors of this
iconic asset.
Figure 7.1: Stratum @ Venus Grounds
118Table 14: Snapshot of Stratum @ Venus Grounds
Developer Venus Infrastructure & Developers Pvt. Ltd.
Building Grade A+
Visibility Prominent frontage on a 61-meter-wide arterial road with a BRTS corridor
Connectivity Direct access to SG Highway, 132 Feet Ring Road, and Shreyash Metro Station
Venus Stratum is well connected to both the Western and Eastern parts of the city. The strong locational attributes is a key
USP of the property.
Figure 7.2: Venus Stratum enjoys excellent connectivity
Sardar Vallabhbhai Patel
Stadium
(Location Pin)
Nehru bridge
Ellisbridge
Surendra MangaldasRoad
Subject Property
119SI. No. Node Drive Distance Drive Time
1 Shivranjani Crossing ~0.7 km 0 – 5 Min
2 Shreyash Metro Station ~2.1 km 5 – 10 Min
3 Sarkhej Gandhinagar Highway ~3.2 km 5 – 10 Min
4 Ellisbridge ~4.1 km 10 - 15 Min
5 Ahmedabad Railway Junction ~7.5 km 20– 25 Min
Strategic Location and Connectivity
Central Location: Located within prime Nehru Nagar, between CBD & SBD and in proximity to major infrastructure
developments like the BRTS, metro and upcoming bullet train.
Multi-Modal Access: The property benefits from superior connectivity, with direct access to the BRTS network and proximity
to the Ahmedabad Metro as well as the upcoming bullet train. Its location near major arterial roads like the 132 Feet Ring
Road and SG Highway ensures seamless travel across the city.
Robust Social Infrastructure: The micro-market is surrounded by high-value residential neighbourhoods, prestigious
institutions like IIM Ahmedabad, leading healthcare facilities, and premier retail centres such as Ahmedabad One Mall.
Tenant Portfolio – PropShare Celestia
As of December 31, 2025, PropShare Celestia is 100% occupied by four tenants, including three managed-office operators –
Smartworks Coworking Private Limited, EFC Limited (both publicly listed) and Paragraph Khajanchi Business Centre LLP
(one of the top five co-working operators in Ahmedabad in terms of operational seats) – and Ericsson, Swedish based listed
telecommunications MNC.
Lessees as managed office providers and co-working space operators have established managed office facilities at the Project
Celestia for a diversified base of 10 occupiers, comprising three Fortune Global 500 companies – Accenture (Global
Consulting company, Siemens (Global Technology company) & BASF (Global Chemical company) and one Fortune 500
company – Kraft Heinz (US based Multinational FMCG). Other notable end users include Tech Mahindra (Indian IT/ITeS
Multinational), AON (US based Leading Professional Services Firm), Federal Bank (Indian private sector bank, Moglix
(Indian B2B e-commerce platform), AdvaRisk (Risk Management & Financial analytics solutions provider) and Technocraft
Analytics (Data Analytics & business intelligence firm). This high-quality and diverse tenant mix ensures a stable and reliable
rental income stream.
120Figure 7.3: Tenant workstations, cabins, boardroom and cafeteria
Tenant Expansion
The asset has demonstrated excellent tenant growth. The building's largest occupier established its first and only Global
Capability Centre (GCC) in India within the asset in 2023. Since then, this tenant has expanded its footprint twice, increasing
its occupied area from 3.7% to ~11.5% of the building’s total leasable area as of September 2025. This consistent expansion
underscores the building's quality and its ability to support the long-term growth of global corporations.
Figure 7.4: Expansion of the largest occupier, leasable area in sq ft
90,725
54,945
28,917
FY23 FY24 FY25
Key Building Features and Amenities
• Sustainability: Stratum @ Venus Grounds is an IGBC Platinum-certified development with sustainability-focused
features, including a 130kW solar panels, rainwater harvesting systems, and EV charging infrastructure.
Sustainability has become a top priority for businesses worldwide and these certifications demonstrate the property’s
adherence to recognized sustainability standards.
121Figure 7.5: Sustainability Initiatives
• Superior specifications and premium design: As one of only two Grade A+ rated developments in the Ahmedabad
SBD submarket, the asset features a triple-height lobby, destination-controlled elevators, a dedicated office drop-off
area along with 5 levels of basement parking. A unique design element is the atrium on the 4th floor, which houses
premium restaurants, cafes, and refreshment kiosks.
Figure 7.6: Entrance and Lobby
Figure 7.7: Atrium and seating area
• High-quality interiors: The proposed units feature premium fit outs with significant tenant-driven customizations,
corporate branding, and dedicated amenities such as cafeterias and breakout spaces.
Owing to its superior building quality and design (Grade A+), Project Celestia commands some of the highest rentals in
Ahmedabad’s office real estate market, making it an attractive investment opportunity. With limited upcoming supply in the
submarket, demand momentum is expected to remain strong.
122ANNEXURE
Table 15: Prominent lease transactions in SBD office submarket, during 9M 2025
Project Name Grade Year Quarter Area Indicative Rent Tenant Tenant Industry
Leased (INR/sq
(sq ft) ft/month)
Aurelien A 2025 Q1 40,000 50 – 55 BDO Rise Consulting/Research
Sankalp Square 3B A 2025 Q2 10,000 50 – 55 Maruti Suzuki India Ltd Manufacturing/Engineering
Commerce House 6 A 2025 Q2 6,000 55 – 60 KPMG Professional Services
The Keshavbaug Capital A 2025 Q3 36,000 65 – 70 Opulence Flex
(Furnished)
Capital One (DevX) A 2025 Q3 27,000 NA Times of India Media and Entertainment
Capital One (DevX) A 2025 Q3 16,000 NA Suzlon Renewable Energy
Capital One (DevX) A 2025 Q3 10,000 NA Tatvic Professional Services
Capital One (DevX) A 2025 Q3 8,000 NA Wolters Kluwer Technology
Sankalp Square 3B A 2025 Q3 4,500 50 – 55 Daimler Trucks Manufacturing/Engineering
Westgate A 2025 Q4 6,000 115 – 120 Neilsoft Manufacturing/Engineering
(Furnished)
Table 16: Recent sale transactions in SBD office submarket
Project Name Grade Year Area sold Indicative sale price
(sq ft) (INR/sq ft)
Venus Stratum A+ 2025 1,098 9,500 – 10,000
The Keshavbaug Capital A 2025 2,500 10,000 – 10,500
Venus Stratum A+ 2024 1,458 9,000 – 9,500
123DISTRIBUTIONS
Statements contained in this section that are not historical facts are forward-looking statements. Such statements are subject
to certain risks and uncertainties that could cause actual results to differ materially from those that may be projected. Under
no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction
with respect to the accuracy of the underlying assumptions by the Trust, the Trustee, the Investment Manager, PropShare
Celestia, the Lead Manager or any other person. Investors are cautioned not to place undue reliance on these forward-looking
statements that are stated only as at the date of this Key Information of the Scheme. For details in relation to such forward-
looking statements, please see “Forward-Looking Statements” on page 23.
In terms of the REIT Regulations, (i) not less than ninety-five per cent of net distributable cash flows of the Celestia SPVs are
distributed to the PropShare Celestia subject to applicable provisions in the Companies Act, 2013. Also, the amount retained
by the Celestia SPVs shall be utilized only in such manner as may be specified by the SEBI from time to time; and (ii) hundred
percent of the net distributable cash flows of the scheme of PropShare Celestia shall be distributed to the unit holders. Such
distribution shall be declared at least once in every quarter of the financial year and not later than fifteen working days from
the end of the quarter. The distributions are paid to the unitholders within five working days from the record date, wherein
record date shall be date which is two working days from the date of the declaration of distribution.
For details on the risks relating to distribution, please see “Risk Factors” on page 49.
Distribution Policy
The Investment Manager shall ensure that not less than 95% of the net distributable cash flows (“NDCF”) of the Celestia
SPVs are distributed to the PropShare Celestia, subject to applicable provisions of the Companies Act, 2013. Further, the
Investment Manager shall declare and distribute 100% of the NDCF of the PropShare Celestia as distributions (“REIT
Distributions”) to the Unitholders of the PropShare Celestia. Such REIT Distributions are to be declared and made at least
once every quarter in every financial year, and not later than 15 (fifteen) working days from the end of the respective quarter.
Further, the REIT Regulations require that the distribution has to be made within 5 (five) working days from the record date,
wherein record date shall be the date which is two working days from the date of declaration of distribution. If the Investment
Manager fails to comply with this requirement, it will be liable to pay interest to the Unitholders at the rate of 15% per annum
for the delayed period. The distributions are required to be made in Indian Rupees. Such interest shall not be recovered in any
form and manner by the Investment Manager from the Trust.
The NDCF shall be calculated in accordance with the REIT Regulations, REIT Master Circular and the SEBI Guidelines.
Presently, the Trust proposed to calculate the REIT Distributions in the following manner:
I. Calculation of NDCFs at SPV level:
Particulars
Cash flow from operating activities as per Cash Flow Statement of SPV
Add: Treasury income/ income from investing activities (interest income received from FD, tax refund, any other income in
the nature of interest, profit on sale of Mutual funds, investments, assets etc., dividend income etc., excluding any Ind AS
adjustments. Further clarified that these amounts will be considered on a cash receipt basis)
Add: Proceeds from sale of real estate investments, real estate assets or shares of SPVs or investment entity adjusted for the
following:
• Applicable capital gains and other taxes
• Related debts settled or due to be settled from sale proceeds
• Directly attributable transaction costs
Less: Finance cost on borrowings as per profit and loss account excluding finance cost on any shareholder debt / loan from
Trust. The amortization of any transaction costs can be excluded provided such transaction costs have already been deducted
while computing NDCF of previous period when such transaction costs were paid.
Less: Debt repayment (to include principal repayments as per scheduled EMI’s except if refinanced through new debt including
overdraft facilities and to exclude any debt repayments / debt refinanced through new debt, in any form or equity raise as well
as repayment of any shareholder debt / loan from Trust)
Less: any reserve required to be created under the terms of, or pursuant to the obligations arising in accordance with, any:
124Particulars
(i) loan agreement entered with banks / financial institution from whom the Trust or any of its SPVs have availed debt, or
(ii) terms and conditions, covenants or any other stipulations applicable to debt securities issued by the Trust or any of its
SPVs, or
(iii) terms and conditions, covenants or any other stipulations applicable to external commercial borrowings availed by the
Trust or any of its SPVs, or
(iv) agreement pursuant to which the SPV operates or owns the real estate asset, or generates revenue or cashflows from such
asset (such as, sale deed, lease agreement, and any other agreement of a like nature, by whatever name called); or
(v) statutory, judicial, regulatory, or governmental stipulations (please refer to note 2 below)
Less: any capital expenditure on existing assets owned / leased by the SPV, to the extent not funded by debt/ equity or from
reserves created in the earlier years (please refer to note 7 below)
Net Distributable Cash Flows for SPV’s
II. Calculation of NDCF at schemes level:
Particulars
Cash flow from operating activities of the Scheme of the Trust
Add: Cash flows received from SPV’s / Investment entities which represent distributions of NDCF computed as per relevant
framework (please refer to note 1 and 6 below)
Add: Treasury income/ income from investing activities of the schemes of the Trust (interest income received from FD, tax
refund, any other income in the nature of interest, profit on sale of Mutual funds, investments, assets etc., dividend income etc.,
excluding any Ind AS adjustments. Further clarified that these amounts will be considered on a cash receipt basis).
Add: Proceeds from sale of real estate investments, real estate assets or shares of SPVs adjusted for the following:
• Applicable capital gains and other taxes;
• Related debts settled or due to be settled from sale proceeds;
• Directly attributable transaction costs
Less: Finance cost on Borrowings as per profit and loss account. However, amortization of any transaction costs can be
excluded provided such transaction costs have already been deducted while computing NDCF of previous period when such
transaction costs were paid
Less: Debt repayment at schemes of the Trust level (to include principal repayments as per scheduled EMI’s except if
refinanced through new debt including overdraft facilities and to exclude any debt repayments / debt refinanced through new
debt in any form or funds raised through issuance of units)
Less: any reserve required to be created under the terms of, or pursuant to the obligations arising in accordance with, any:
(i) loan agreement entered with financial institution, or
(ii) terms and conditions, covenants or any other stipulations applicable to debt securities issued by the schemes of the Trust
or any of its SPVs, or
(iii) terms and conditions, covenants or any other stipulations applicable to external commercial borrowings availed by the
schemes of the Trust or any of its SPVs, or
(iv) agreement pursuant to which the schemes of the Trust operates or owns the real estate asset, or generates revenue or
cashflows from such asset (such as, sale deed, lease agreement, and any other agreement of a like nature, by whatever
name called), or
(v) statutory, judicial, regulatory, or governmental stipulations (please refer to note 2 below)
Less: any capital expenditure on existing assets owned/ leased by the Trust, to the extent not funded by debt/ equity or from
125contractual reserves created in the earlier years (please refer to note 7 below)
Net Distributable Cash Flows at schemes of the Trust level (Distributable Income)
Notes:
1. The NDCF computed at SPV level for a particular period shall be added under this line item, even if the actual cashflows from the SPV to the schemes
of the Trust has taken place post that particular period, but before finalization and adoption of accounts of the schemes of the Trust.
2. The scheme of the Trust retains the option to distribute any surplus amounts, unless such surplus is required to create reserves for any subsequent
period. However, any reserve created out of debt funds at the time of availing debt as per the terms of the financing documents shall not be reduced.
3. Surplus cash available in schemes of the Trust/ SPVs due to:
(i). 10% of NDCF withheld in line with the REIT Regulations in any earlier year or half year; or
(ii). such surplus being available in a new SPV on acquisition of such SPV by the schemes of the Trust; or
(iii). any other reason, excluding if such surplus cash is available due to any debt raise
could be considered for distribution by the SPV to the schemes of the Trust, or by the schemes of the Trust to its Unitholders in part or in full. Also,
such distribution of surplus funds shall be separately disclosed after the NDCF computation for the respective period.
Provided that with regard to the point 3(ii) above, if an acquisition of such SPV was funded by external debt, then surplus cash available with such
SPV should first be used to repay such external debt. After such debt repayment, remaining surplus, if any, can be used for distribution.
4. Similarly, any restricted cash (disclosed as such) should not be considered for NDCF computation by the SPV or the schemes of the Trust (e.g. unspent
CSR balance for any year deposited in a separate account as per Companies Act, 2013 which will be utilized in subsequent years, DSRA reserve, major
maintenance reserve etc.).
5. Further, it is expressly provided that no schemes of the Trust or the SPVs can distribute any cashflows by obtaining external debt, except to the extent
clarified in note 2 above (this will exclude any working capital / OD facilities obtained by the schemes of the Trust/ SPVs as part of treasury
management/ working capital purposes as long as they are squared off within the quarter).
6. Cash flows received from SPV’s which represent distributions of NDCF computed as per the relevant framework at the schemes of the Trust level for
further distribution to Unitholders shall exclude any such cash flows used by the schemes of the Trust for onward lending to any other SPVs to meet
operational/ interest expenses or debt servicing of such entities.
7. Capital expenditure shall include amounts incurred and paid towards asset enhancement and are capitalized to asset value in the financial statements
including lease payments. It is further clarified that existing assets as referred to in this line item includes any new structure/ building/ other
infrastructure constructed on an existing infrastructure asset which is already a part of the schemes of the Trust.
8. Debt repayment at the schemes of the Trust level will not be reduced from NDCF to the extent such debt is refinanced at the SPV level and such proceeds
from refinancing have been transferred by the SPV to the schemes of the Trust for such debt repayment.
Similarly, debt repayment at SPV level will not be reduced from NDCF to the extent such debt is refinanced at the schemes of the Trust level and such
proceeds from refinancing have been transferred by the schemes of the Trust to the SPV for such debt repayment.
9. Investment Manager of the Trust is required to ensure the following while making distributions:
(a) the period of making distribution should be followed consistently whether on a half-yearly/quarterly/monthly basis and the same should be part
of distribution policy of the Trust which should be disclosed in the offer document, annual report and the website of the Trust.
(b) The distribution policy should prescribe the frequency of the distribution. Further, for each distribution, it should be ensured that cash flows from
all assets, whether held by the schemes of the Trust or any of the underlying SPVs, are being distributed together.
(c) The first distribution (whether monthly/quarterly/half-yearly, etc.) out of the NDCF computed for a financial year (or period thereof) should be
minimum 95% / 100% as mandated in the REIT Regulations. Thereafter, minimum distribution requirement should be met on a cumulative basis
for the subsequent distributions out of the NDCF for such financial year.
(d) In case of any change in distribution policy other than regulatory changes, unitholder approval shall be required where votes cast in favour of
the resolution are more than fifty percent of the total vote cast.
Unitholders should note that there is no assurance or guarantee that distributions will be made in any amount or at
all.
For a discussion on the risks relating to distribution, please see “Risk Factors - The Investment Manager may not be able to
execute our growth strategy successfully resulting in inability to offer projected yields” on page 52.
126SUMMARY FINANCIAL INFORMATION OF PROPSHARE CELESTIA
As a part of Formation Transaction, the PropShare Celestia has acquired identified Celestia SPVs namely (i) Cendrix Realty
Private Limited; (ii) Crestmont Realty Private Limited; (iii) Dhrivya Estates Private Limited; (iv) Magnivio Private Limited;
(v) Samvrid Realty Private Limited; and (vi) Stathos Private Limited; and proposes the subsequent acquisition of the Project
Celestia by Celestia SPVs. Presently, there are no assets under the control and ownership of these Celestia SPVs and these
Celestia SPVs are newly incorporated entities without any operating track record.
Further, the Project Celestia is currently owned by a third-party seller, being Venus Infrastructure and Developers Private
Limited (“Seller”). As Project Celestia is an identified portion of certain floors of a larger commercial building i.e., Stratum
@ Venus Grounds, which is owned and operated by the Seller, the financial statement for PropShare Celestia based on the
paragraph 3.20.3 - “Preparation of Combined Financial Statements” set forth under Chapter 3 Section (G) of REIT Master
Circular cannot be prepared and hence are not available.
Therefore, there is no specific discrete historical financial information/ statements available or applicable with respect to
Project Celestia for the past periods, either with the Seller or the Investment Manager.
In the absence of financial statements for PropShare Celestia, information pertaining to the historic rental income of Project
Celestia based on the subsisting lease agreement entered by the Seller with lessees for the nine months ended December 31,
2025, and for the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023 is tabulated as under:
(in ₹ million)
Year FY 2023 FY 2024 FY 2025 FY 2026*
Project Celestia 12.95 122.81 164.29 137.85
*FY 2026 till December 31, 2025
127SUMMARY FINANCIAL INFORMATION OF THE INVESTMENT MANAGER
The following tables set forth the summary financial information derived from the audited financial statements of the
Investment Manager, which was prepared in accordance with Ind AS, as defined in Rule 2(1)(a) of Companies (Indian
Accounting Standards) Rules, 2015, as amended, prescribed under the Section 133 of the Companies Act, as of and for the
financial years ended March 31, 2025.
The Investment Manager was incorporated on April 2, 2024. Accordingly, the statement of profit and loss is from April 2,
2024, to March 31, 2025, and not for the entirety of financial year 2024-25. Thus, comparative information for previous
financial year, i.e., 2023-24, is not applicable and hence not provided.
The degree to which the summary financial information included herein below will provide meaningful information is entirely
dependent on the reader’s level of familiarity with Indian accounting practices, Ind AS, the Companies Act and the REIT
Regulations. Accordingly, any reliance by persons not familiar with Indian accounting practices, Ind AS, the Companies Act
and the REIT Regulations on the summary financial information presented below should be limited.
(This page has been left intentionally blank)
128PropShare Investment Manager Private Limited
Summary Balance Sheet
(in ₹ million)
Particulars As of March 31, 2025
ASSETS
Non-current assets
Property, plant and equipment 0.32
Financial assets
(i) Investments 172.35
Income tax assets 1.59
Total non-current assets 174.26
Current assets
Financial assets
(i) Cash and cash equivalents 156.41
(ii) Bank balances other than (i) above 0.56
(iii) Other financial assets 118.14
Other current assets 16.65
Total current assets 291.76
Total assets 466.02
EQUITY AND LIABILITIES
Equity
Equity share capital 516.00
Other equity (193.26)
Total equity 322.74
Liabilities
Non-current liabilities
Other financial liabilities 5.29
Total non-current liabilities 5.29
Current liabilities
Financial liabilities
(i) Borrowings 100.98
(ii) Trade payables
- total outstanding dues of micro enterprises and small enterprises 1.37
- total outstanding dues of creditors other than micro enterprises and small enterprises 8.47
(iii) Other financial liabilities 23.22
Other current liabilities 3.04
Provisions 0.91
Total current liabilities 137.99
Total Equity and Liabilities 466.02
129PropShare Investment Manager Private Limited
Summary Statement of Profit and Loss
(in ₹ million)
Particulars For the period from
April 2, 2024 to
March 31, 2025
Income
Revenue from operations 46.61
Other income 6.75
Total income 53.36
Expenses
Employee benefits expense 105.48
Finance costs 1.09
Depreciation and amortization expenses 0.01
Other expenses 146.94
Total expenses 253.52
Loss before tax (200.16)
Tax expense
Current tax -
Deferred tax (credit)/ charge -
Total tax expense -
Loss for the period (200.16)
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Fair value changes on unit instruments through OCI (5.12)
Income tax relating to items that will not be reclassified to profit or loss -
Other comprehensive loss for the period, net of tax (5.12)
Total comprehensive loss for the period (205.28)
130FINANCIAL INDEBTEDNESS
Except as disclosed below, there is no outstanding financial indebtedness at PropShare Celestia level:
(in INR millions)
Borrowing details Amount outstanding as on February 12, 2026
PropShare Celestia 0.09*
*Pursuant to execution of the Securities Purchase Agreements, the Celestia SPVs have been acquired by the PropShare Celestia for which an amount of INR
90,000 (Rupees Ninety Thousand) was infused by the Investment Manager into PropShare Celestia on February 12, 2026. Of this amount, INR 60,000
(Rupees Sixty Thousand) was utilised for the acquisition of Celestia SPVs by the PropShare Celestia, and INR 30,000 (Rupees Thirty Thousand) was provided
as a buffer amount to bear any expenses incurred in connection with the Formation Transaction. This infusion of funds by Investment Manager enabled the
PropShare Celestia to complete the Formation Transaction and will be immediately reimbursed to Investment Manager from Net Proceeds.
Further, Celestia SPVs are newly incorporated entities and there is no outstanding financial indebtedness at the time of filing
of this Key Information of the Scheme.
Leverage
The Investment Manager hereby undertakes that in accordance with the REIT Regulations, PropShare Celestia shall be
envisaged as a non-leverage scheme post listing of the Celestia Units.
Borrowing Policy
The Investment Manager shall ensure that the funds borrowed in relation to PropShare Celestia, if any, are in compliance with
the REIT Regulations. Except as disclosed below, there are no borrowings of the Investment Manager:
NIL
Accordingly, the Investment Manager has formulated a borrowing policy to outline the process for borrowing monies in
relation to the Schemes of the Trust.
131MANAGEMENT FRAMEWORK
Statements contained in this summary that are not historical facts may be forward-looking statements. Such statements are
based on certain assumptions and are subject to certain risks, uncertainties and assumptions that could cause actual results
of the PropShare Celestia to differ materially from those forecasted or projected in this Key Information of the Scheme. Under
no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction of
the accuracy of the underlying assumptions by the Trust, the Parties to the Trust, the PropShare Celestia or the Lead Manager
or any other person or that these results will be achieved or are likely to be achieved or that guaranteed returns will be
provided to investors. Investment in Celestia Units involves risks. Bidders are advised not to rely solely on this overview,
however, should read this Key Information of the Scheme in its entirety and, in particular, the section entitled “Risk Factors”
on page 49.
Proposed Management Framework
Under Regulation 10(4) of the REIT Regulations, the investment manager is required to undertake the management of the
assets including, among others, lease management, maintenance of the assets, regular structural audits, regular safety audits,
etc. either directly or through the appointment and supervision of appropriate agents. The Investment Manager will be
responsible for the supervision of third-party service providers through its representatives on the board of directors of the
Celestia SPVs.
Management Framework for Project Celestia
Current framework
As on the date of this Key Information of the Scheme, the Celestia SPVs are managed by the Investment Manager either
directly, or through appointment of third-party service providers. The management of the Project Celestia will typically
comprise of, inter alia, corporate support services, capital management, management services, leasing, budgeting, marketing,
operational services etc.
Proposed framework
Pursuant to the Investment Management Agreement, PropShare Investment Manager Private Limited has been appointed as
the investment manager of the Trust to manage the assets and investments of the Trust and undertake the operational activities
of the Trust.
In accordance with the REIT Regulations, the Investment Manager is required to undertake the management of the Project
Celestia including, inter alia, lease management and maintenance of the assets either directly or through the appointment and
supervision of appropriate agents. The Investment Manager will be responsible for the supervision of third-party service
providers through its representatives on the board of directors of the Celestia SPVs.
Set out below is an overview of the proposed management framework, post listing, of the Celestia SPVs of the PropShare
Celestia:
Investment Manager will undertake the property management Services and Celestia SPVs will undertake common area
maintenance services.
Property Management
The scope of the property management services shall include, inter alia:
1. Preparation of business plan on an annual basis;
2. Preparation of annual expense operating budget, and maintenance of records relating to the assets and operation of
the asset, and provision of manpower;
3. Implementation and monitoring of quarterly and annual reporting framework;
4. Negotiating terms of the grant of any lease;
5. Assisting the making/processing of any applications for consent required from any local or other authority relating
to the granting of any tenancies; and
6. Supervise, control and use reasonable endeavours to procure tenants, ensure observance by tenants of the conditions
of their tenancies and advise on any default on part of tenants.
132Common Area Maintenance
The scope of common area maintenance services shall include, inter alia:
1. Establishing and implementing standard policies and procedures including inter-alia in relation to procurement
management, occupant request issue management, fit-out management, engineering operations and maintenance etc;
2. Providing infrastructure management including but not limited to, operating and maintaining all electro mechanical
installations, fire protection and detection systems, plumbing and sanitary infrastructure etc.;
3. Providing property services including common areas upkeep and maintenance, security services, fire and life safety
services, storage, water supply and management, landscaping services, pest control services, façade maintenance
services, parking services and park maintenance services, waste collection and disposal services; and
4. General management services including establishing a regular and standard reporting process, customer engagement
and management, energy management, fit-out management.
Other key agreements
Trademark License Letter Agreement
AltInvest Online Platform Private Limited (formerly known as PropertyShare Online Platform Private Limited) (“AltInvest”)
and the Investment Manager have entered into a trademark license letter agreement dated September 18, 2024, and amended
on November 18, 2024, whereby AltInvest has assigned and granted a license to use the trademark (PropertyShare) to the
Investment Manager for a one-time consideration of ₹ 5,000. Further, AltInvest will retain the sole and absolute ownership
rights to the trademarks assigned to the Investment Manager
Fee and expenses
Annual Expenses
The expenses to be charged to the PropShare Celestia (through the Trust) would include:
(i) fees payable to the Trustee (for rendering its services to PropShare Celestia);
(ii) fees payable to the Auditor; and
(iii) fees payable to other intermediaries and consultants; and other miscellaneous expenses.
Further, the PropShare Celestia will incur or reimburse expenses in relation to this Issue.
Recurring fees shall be incurred through PropShare Celestia or Celestia SPVs under the management framework for the
Project Celestia, as described above.
The estimated recurring expenses on an annual basis are as follows:
Payable by PropShare Celestia Estimated Expenses
Trustee Fees See Note 1
Fees Payables to Investment Manager Refer “-Fees Charged by Investment Manager” on page 133.
Auditor Fee, Valuer Fees and others [●]*
* To be included in Final Key Information of the Scheme
Note 1: In addition to the initial acceptance fee of ₹ 0.13 million, the Trustee shall be entitled to an annual fee of ₹ 0.10
million, exclusive of all applicable taxes and any other out of pocket expenses, as applicable. The annual fee shall be subject
to revision.
Fees Charged by Investment Manager
PropShare Celestia shall pay to the Investment Manager, whether directly or via Celestia SPVs, the following:
1. Scheme management fee: Nil.
2. Property management fee: The Investment Manager shall not charge any fees for the FY 2026. With effect from FY
2027 and onwards, fees amounting to 0.50% of the Gross Proceeds shall be charged.
1333. Property acquisition fee: For all acquisitions by PropShare Celestia, including the current acquisition, the Investment
Manager shall be entitled to a fee equivalent to 2.40% of the value of the property including stamp duty.
4. One-time capital arrangement fee: The Investment Manager shall charge a one-time capital arrangement fee for
PropShare Celestia equivalent to 3.90% of the Gross Proceeds.
5. Divestment fee: In the event of any divestment of Project Celestia by PropShare Celestia post listing, the Investment
Manager shall be entitled to a fee of up to 3.00% of the gross sale value.
Issue Expenses
The total expenses of the Issue are estimated to be approximately ₹ [●] million. For details, see “Use of Proceeds - Details of
Issue Expenses” on page 139.
Total Expense Ratio of PropShare Celestia
The total expenses for PropShare Celestia are estimated to be approximately ₹ 0.94 million for FY 2026*, ₹ 15.99 million for
FY 2027, ₹ 16.37 million for FY 2028 and ₹ 16.78 million for FY 2029.
* Projected total expenses for the year ending March 31, 2026 (i.e., the current financial year) includes projections beginning from January 1, 2026 to
March 31, 2026.
The breakup of total expenses is laid out in the table below:
(₹ in million)
Particulars Projected Expenses(1)
FY 2026(6) FY 2027 FY 2028 FY 2029
Projected Scheme 0.34 1.35 1.49 1.63
expenses(2)
Projected SPV expenses(3) 0.60 2.41 2.65 2.92
Property Management - 12.23 12.23 12.23
fees(4)
Total Expenses(5) 0.94 15.99 16.37 16.78
Accordingly, the Total Expense Ratio(7) of PropShare Celestia is estimated to be 0.04% for FY 2026*, 0.65% for FY 2027,
0.67% for FY 2028 and 0.69% for FY 2029.
* Projected total expense ratio for the year ending March 31, 2026 (i.e., the current financial year) includes projections beginning from January 1, 2026 to
March 31, 2026.
Notes:
(1) For further details, please see “Risk Factor - Our 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.” on page 51 and
“Projections” at Annexure 1.
(2) Scheme expenses include operational expenses including Auditor fees, Trustee fees, and other direct cost attributable to the Scheme.
(3) SPV expenses include property tax, insurance and other operational expense for the Project Celestia.
(4) For further details, please see “Management Framework – Fees Charged by Investment Manager” on page 133.
(5) Total Expenses include Scheme expenses, SPV expenses, and Property Management fees.
(6) Projected expenses for the year ending March 31, 2026 (i.e., the current financial year) includes projections beginning from January 1, 2026 to March
31, 2026.
(7) Total Expense Ratio is equal to Total Expenses divided by total investment by Celestia Unitholders.
134USE OF PROCEEDS
The gross proceeds (including the Investment Manager’s Contribution i.e. 5% of the Issue) from the Issue will be up to ₹
2,446.50 million (“Gross Proceeds”), of which the Net Proceeds will be ₹ [●] million. The Net Proceeds will be utilised by
PropShare Celestia towards the following objects:
(i) Acquisition of the Project Celestia and payment of sinking fund to society by Celestia SPVs (the “Proposed
Acquisition”), and reimbursement or direct payment, as applicable, of statutory charges under applicable laws
(including stamp duty, registration, surcharge and cess etc. for the registration of sale deeds) to the Investment
Manager for the Proposed Acquisition by way of lending to the Celestia SPVs and subscribing to the equity and debt
instruments of our Celestia SPVs; and
(ii) General purposes
The details of the Issue Proceeds (including the Investment Manager’s Contribution, i.e., 5% of the Issue) are set forth in the
following table:
(In ₹ millions)
Particulars Estimated Amount
Gross proceeds of the Issue (including the Investment Manager’s Contribution i.e. 5% of the Issue) Up to 2,446.50
Less: Issue Expenses ([●])*
Net Proceeds [●]
* To be updated in the Final Key Information of the Scheme to be filed with SEBI and Stock Exchange.
Requirements of Funds
The Net Proceeds are proposed to be utilised in accordance with the details provided in the following table:
(In ₹ millions)
S. No. Particulars Amount
(i) A cquisition of the Project Celestia and payment of sinking fund to society by Celestia SPVs Up to 2,379.14
(the “Proposed Acquisition”), and reimbursement or direct payment, as applicable, of
statutory charges under applicable laws (including stamp duty, registration, surcharge and cess
etc. for the registration of sale deeds) to the Investment Manager for the Proposed Acquisition
by way of lending to the Celestia SPVs and subscribing to the equity and debt instruments of
our Celestia SPVs
(ii) G eneral purposes# [●]
TOTAL [●]
# To be finalized upon determination of Issue Price.
The Trustee and our Investment Manager shall ensure that the subscription amounts are kept in a separate bank account in the
name of the PropShare Celestia and are only utilised as Issue Proceeds or for refund of money to the applicants until such
Celestia Units are listed.
The Investment Manager proposes to deploy the Issue Proceeds during FY 2026, depending on various factors, including the
actual timing of completion of the Issue and the receipt of the Issue Proceeds.
The fund requirements mentioned above, and the proposed deployment are based on the estimates of the Investment Manager
and have not been appraised by any bank, financial institution or any other external agency. The fund requirements may vary
due to factors beyond the Investment Manager’s control such as market conditions, competitive environment, regulatory
considerations, interest rate, fee payable and exchange rate fluctuations.
Details of Utilisation of the Net Proceeds
The details of utilisation of the Net Proceeds are set forth herein below:
(i) Acquisition of the Project Celestia and payment of sinking fund to society by Celestia SPVs (the “Proposed
Acquisition”), and reimbursement or direct payment, as applicable, of statutory charges under applicable laws
(including stamp duty, registration, surcharge and cess etc. for the registration of sale deeds) to the Investment
Manager for the Proposed Acquisition by way of lending to the Celestia SPVs and subscribing to the equity and
debt instruments of our Celestia SPVs
The PropShare Celestia proposes to give loan to the Celestia SPVs and subscribe to the equity and debt instruments
of the Celestia SPVs. This will enable the Celestia SPVs to acquire the Project Celestia. Further, this will enable the
PropShare Celestia to raise further resources in order to manage the asset thereby enabling the PropShare Celestia to
meet its commitment towards distributions to Celestia Unitholders.
135Further, the PropShare Celestia proposes to utilise an estimated aggregate amount of up to ₹ [●] from the Net Proceeds
to provide loans to Celestia SPVs and ₹ [●] from the Net Proceeds to subscribe the equity shares and optionally
convertible debentures to be issued by the Celestia SPVs, for acquisition of the Project Celestia by Celestia SPVs,
and reimbursement or direct payment, as applicable, of the statutory charges under applicable laws (including stamp
duty, registration, surcharge and cess etc.) proposed to be paid by the Investment Manager for the registration of the
sale deed to acquire the Project Celestia. The Net Proceeds towards the aforementioned object will be utilised in the
following manner towards each of the Celestia SPVs:
Type of instrument Estimated amount Percentage of the Net Proceeds
Subscription of equity shares issued by Up to INR 24,22,00,000 10%
the Celestia SPVs
Subscription of OCDs issued by the Up to INR 1,45,32,00,000 60%
Celestia SPVs
Shareholder debt to Celestia SPVs* Up to INR 72,66,00,000 30%
* Amount of the shareholder debt to be utilised for the acquisition of the Project Celestia and for general purposes. For more details on general
purposes, please see the section entitled “-Details of Utilisation of the Net Proceeds - General Purposes” on page 138.
Upon the listing of the Celestia Units, PropShare Celestia shall utilize the Net Proceeds, as set out above, to provide
loans to the Celestia SPVs, subscribe the equity shares and optionally convertible debentures to be issued by the
Celestia SPVs and reimbursement or direct payment, as applicable, of the statutory charges under applicable laws
proposed to be paid by the Investment Manager for the registration of the sale deed to acquire the Project Celestia.
Scheme Loan Agreements
On receipt of listing and trading approval, PropShare Celestia shall utilise the portion of the Net Proceeds, as set out
above, to provide the loan to Celestia SPVs for acquiring the portion of the Project Celestia and for general corporate
expenses of the Celestia SPVs. The Scheme Loan Agreements have been executed between the Trustee (on behalf
of the PropShare Celestia), the Investment Manager, and the Celestia SPVs, respectively (the “Scheme Loan
Agreements”). The key terms of the Scheme Loan Agreement are set out below:
Sr. No. Parameter Description
1. Lender PropShare Celestia acting through the Trustee and the Investment Manager
2. Borrower Respective Celestia SPVs
3. Purpose of Facility Acquisition of the portion of the Project Celestia and for general corporate expenses of
the Celestia SPVs.
4. Facility Amount The facility amount proposed to be availed by borrower from the lender is as follows:
(a) Cendrix Realty Private Limited - up to INR 9,36,31,415
(b) Crestmont Realty Private Limited - up to INR 21,00,28,818
(c) Dhrivya Estates Private Limited - up to INR 10,40,36,188
(d) Magnivio Private Limited - up to INR 9,41,69,910
(e) Samvrid Realty Private Limited - up to INR 12,52,63,239
(f) Stathos Private Limited - up to INR 9,94,70,430
5. Repayment by Repayment to be made as per the scheme loan agreement, no later than 10 years from the
Borrowers drawdown date and in any case before the expiry of the final settlement date.
6. Interest Rate The interest rate will be in the range of 6.5% to 12% per annum, and will be paid
quarterly. The interest rate may be reset on interest reset date at the discretion of the
Trustee or the Investment Manager.
7. Security Unsecured
136Sr. No. Parameter Description
8. Representations and The Borrower, inter alia, makes the following representations and warranties:
Warranties
(a) It is a company, duly incorporated and validly existing under the laws of India and
has all corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business;
(b) The execution, delivery and performance by it of the transaction documents and
the consummation of the transactions contemplated hereby by such party is within
its corporate powers and have been duly authorized by all necessary corporate
action and the obligations expressed to be assumed by the Borrower under each
transaction document are legal, valid, binding and enforceable against it;
(c) The execution, delivery and performance of the transaction documents do not and
will not contravene or conflict with (i) the certificate of incorporation or (ii) its
articles or memorandum of association or (iii) any provision of any law, regulation,
judgment, injunction, order or decree binding upon it or (iv) any agreement or
instrument binding upon it or any of its assets;
(d) The Borrower has complied with all applicable laws in relation to the conduct of
its business and is not subject to any present, potential or threatened liability by
reason of non-compliance with such applicable law, which will have a material
impact on the Borrower, its business or its obligations under this Agreement; and
(e) Each certified copy of a document provided to the Trustee or Investment Manager
pursuant to the terms of the transaction documents is a true, complete, and accurate
copy of the original document and the original document was in full force and
effect, in each case as at the date any such document is provided.
9. Covenants The Borrower shall at all times undertake the following, inter alia:
(a) Comply with all applicable laws;
(b) Preserve and maintain its corporate existence, legal structure, legal name, rights,
privileges and franchises;
(c) Pay (including by way of making good faith estimated payments on a timely basis
in accordance with appropriate procedures established for such purpose) (i) all
taxes, assessments, reassessments and governmental charges or levies imposed
upon it or upon its property and assets and (ii) all lawful claims and obligations
that, if unpaid, might by Applicable Law operate as a Lien upon any of its property
and/or assets; and
(d) Not raise or incur any further indebtedness without prior approval of the Trustee or
the Investment Manager.
10. Events of default The occurrence of any of the following events, inter alia, shall constitute an event of
default:
(a) Any misrepresentation by the Borrower and which the Borrower fails to remedy
within 30 days from the date of such misrepresentation;
(b) Any of the obligations under the Scheme Loan Agreement becoming unlawful for
the Borrower to perform;
(c) The Borrower commits any breach of the material covenants or undertakings
contained in the Scheme Loan Agreement;
(d) The Borrower fails to pay its debts; and
(e) Any change in ownership, control, shareholding of the Borrower without the prior
written approval of Trustee (in its capacity as the trustee to the PropShare Celestia)
or the Investment Manager.
11. Governing Laws and Laws of India
Jurisdiction
137Securities Subscription Agreements
PropShare Celestia (“Subscriber”), the Investment Manager and the Celestia SPVs (“Issuer”) have executed
securities subscription agreements (“SSAs”) pursuant to which the Subscriber is obligated to subscribe to the
securities (equity shares and the OCDs) issued by the Issuer in the manner stipulated in the SSAs. Please note that
the subscription amount for the equity shares and OCDs of the Celestia SPVs have been calculated on the face value
or nominal value and shall be paid from the Net Proceeds.
The key terms of the SSAs are specified below:
Consideration: The aggregate of all subscription amounts under the SSAs shall not exceed as per the table given
below and more particularly prescribed under the SSAs:
Sr. No. Type of Securities Total Amount
1 Optionally convertible debentures
Cendrix Realty Private Limited Up to INR 18,72,62,829
Crestmont Realty Private Limited Up to INR 42,00,57,639
Dhrivya Estates Private Limited Up to INR 20,80,72,377
Magnivio Private Limited Up to INR 18,83,39,819
Samvrid Realty Private Limited Up to INR 25,05,26,477
Stathos Private Limited Up to INR 19,89,40,859
2 Equity shares
Cendrix Realty Private Limited Up to INR 3,12,10,472
Crestmont Realty Private Limited Up to INR 7,00,09,606
Dhrivya Estates Private Limited Up to INR 3,46,78,729
Magnivio Private Limited Up to INR 3,13,89,970
Samvrid Realty Private Limited Up to INR 4,17,54,413
Stathos Private Limited Up to INR 3,31,56,810
Representations and Warranties: The Subscriber and Issuer represent and warrant, inter alia, the following:
(i) It has full corporate power and absolute authority to execute, deliver and perform the agreement;
(ii) The execution, delivery and performance of this Agreement hereunder does not violate any statute,
regulation, rule, order, decree, injunction or other restriction of any governmental entity, court or tribunal
to which it is subject, or any of the provisions of its memorandum and articles of association; and
(iii) The execution of the agreement and the implementation of the transactions contemplated hereby do not
constitute a breach of any agreement, arrangement or understanding, oral or written, entered into by it with
any third party.
Terms of the OCDs and Equity Shares: The SSAs have prescribed schedules which provide indicative terms of the
issuance of OCDs and equity shares.
Governing Law: Laws of India
(ii) General purposes
138The Net Proceeds will be first utilised towards the objects, as set out above. Post such utilisation, the Investment
Manager will have flexibility in utilising the balance Net Proceeds towards general purposes of PropShare Celestia
or the Celestia SPVs (with funds infused through a loan provided by the PropShare Celestia to the Celestia SPVs),
from time to time, subject to such utilisation for general purpose not exceeding the limits specified under the REIT
Regulations.
Subject to the compliance with the REIT Regulations, these general purpose expenses can be, including but not
limited, for the creation of fixed deposit to secure the Celestia SPVs against the potential liability to refund the
security deposit amount received from the lessees of the Project Celestia, for payment of the property acquisition
fees, one time capital arrangement fees and property management fees to the Investment Manager, for meeting
expenses in the ordinary course of business, and for meeting any exigencies that the PropShare Celestia or Celestia
SPVs may face.
Interim Use of Net Proceeds
The Investment Manager will have flexibility to deploy the Net Proceeds. Pending utilisation of the Net Proceeds for
the purposes described above, the Investment Manager may invest the funds in deposits in one or more scheduled
commercial banks included in the Second Schedule of the RBI Act.
Details of Issue Expenses
The total expenses of the Issue are estimated to be approximately ₹ [●] million. The Issue expenses consist of listing
fees, underwriting fees, selling commission, fees payable to the Lead Manager, Auditor, Valuer, advisors, legal
counsel, Registrar to the Issue, processing fees to the SCSBs for processing ASBA Forms submitted by ASBA
Bidders procured by the Syndicate and submitted to SCSBs, printing and stationery expenses, and all other incidental
expenses for listing the Celestia Units on the Stock Exchanges. All expenses in relation to the Issue shall be paid
either by PropShare Celestia or the Celestia SPVs. However, for ease of operations, if required, the expenses of the
PropShare Celestia may, at the outset, be borne by the Investment Manager on behalf of the PropShare Celestia, and
PropShare Celestia or the Celestia SPVs may reimburse those expenses up to a limit of ₹ [●] million and applicable
taxes.
The break-up for the estimated Issue expenses is as follows:
Activity Estimated expenses (in ₹ million) As a % of the total estimated
Issue Expenses
Fee and commission to advisors to this Issue(1) [●] [●]
Fee payable to others(2) [●] [●]
Total estimated Issue expenses [●] [●]
(1) To be determined on finalization of the Issue Price and updated in the Final Key Information of the Scheme prior to filing with SEBI and
the Stock Exchanges.
(2) Including selling commission.
In case the actual Issue expenses differ from the estimated Issue expenses, the Investment Manager will have the
flexibility to utilize such a difference, subject to applicable law.
Selling Commissions
Selling commission on the portion for Non-Institutional Investors which are procured by Members of the Syndicate
(including their Sub-syndicate Members), SCSBs, RTAs and CDPs would be as follows:
Portion for Non-Institutional Investors 0.15 % of the Amount Allotted* (plus applicable tax)
* Amount Allotted is the product of the number of Celestia Units allotted and the Issue Price.
Any additional amounts to be paid by the PropShare Celestia shall be, as mutually agreed upon by the Lead Manager,
and their affiliate Syndicate Members prior to the Bid/Issue Opening Date.
No processing fees shall be payable to the SCSBs on the applications directly procured by them.
ASBA Processing Fees to SCSBs
Processing fees payable to the SCSBs on the portion for Non-Institutional Investors which are procured by the
members of the Syndicate/ Sub-syndicate/ Registered Brokers/ RTAs/ CDPs and submitted to SCSBs for blocking
would be as follows:
139Portion for Non-Institutional Investors ₹ 10 per valid application* (plus applicable tax)
* Based on valid Applications.
Registered Brokers
Selling commission payable to the Registered Brokers on the portion for Non-Institutional Investors, which are
directly procured by the Registered Brokers and submitted to SCSBs for processing, would be as follows:
Portion for Non-Institutional Investors ₹ 10 per valid application* (plus applicable tax)
* Amount of selling commission payable to Registered Brokers shall be determined on the basis of applications which have been considered
eligible for the purpose of Allotment.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Cash Escrow Agreement.
140LEGAL AND OTHER INFORMATION
This section discloses all outstanding title litigation pertaining to the Celestia SPVs under the PropShare Celestia along with
details of other title related disclosures. Further, details of all outstanding regulatory actions and criminal matters against
the Celestia SPVs, PropShare Celestia and the Valuer (together, “Relevant Parties”), have been disclosed. Further, only
such outstanding civil/ commercial matters against the Relevant Parties have been disclosed where amounts involved are in
excess of the materiality thresholds disclosed below.
It is clarified that for the above purposes, pre-litigation notices received by the Relevant Parties have not been considered as
litigation until such time that the Relevant Parties are impleaded as defendants in litigation proceedings before any judicial
forum. Additionally, in cases where outcome of one litigation impacts one or more other litigations, which individually are
below materiality threshold, but collectively above, such cases will also be disclosed.
Further, all outstanding cases where the amount is not determinable, but an adverse outcome would materially and adversely
affect the business, operations, prospects or reputation of the Relevant Parties, irrespective of the amount involved, may be
identified as material and disclosed under the relevant section. All disclosures are as of the date of this Key Information of
the Scheme.
I. Title disclosures (including title litigation) pertaining to the Project Celestia under the PropShare Celestia
For the purpose of this section, details of all pending title litigation pertaining to the Project Celestia have been
disclosed. Other than as disclosed below, there are no pending title litigations pertaining to the Project Celestia as
on the date of this Key Information of the Scheme.
1. 98 units bearing Nos. C1616 to C1630, C1016 to C1030, R209 to R214, C1501 to C1528, C1301 to C1315, C1401
to C1414 and C426 to C430 approximately aggregating to 2,07,838 square feet (Super Built-Up Area) together with
proportionate undivided share in the land approximately aggregating to 26,910 square feet (“Asset Units”) in the
commercial building known as “Stratum @ Venus Grounds” (“Building”) comprising of shops and office
(“Project”) constructed and developed on the land bearing survey No. 183, 182 and 185 comprised in town planning
scheme No. 21 (Ambawadi) allotted Final Plot No. 644/2 admeasuring 9,754 square meters situated, lying and being
at village Vasna, taluka Sabarmati , district Ahmedabad (“Land”) (the Units, Building and Land hereinafter
collectively referred as “Property”) are owned by Venus Infrastructure and Developers Private Limited (“Seller”).
The HDFC Bank Limited (“HDFC”) has created charge on the Asset Units bearing Nos. C1616 to C1630, R209 to
R214, C1301 to C1315 and C1401 to C1414 approximately aggregating to 1,20,808 square feet (Super Built-Up
Area) vide memorandum recording past transactions of creation of mortgage by delivery of title deeds dated January
18, 2024 registered before office of sub-registrar of assurances under serial No. 906 and memorandum of equitable
mortgage by deposit of title deeds by way of constructive delivery dated August 31, 2024 registered before office of
sub-registrar of assurances under serial No. 149995.
The Kotak Mahindra Bank Limited (“Kotak”) has created charge on the Asset Units bearing No. C1016 to C1030
and C1501 to C1528 approximately aggregating to 81,459 square feet (Super Built-Up Area) vide simple mortgage
dated March 17, 2023 registered before office of sub-registrar of assurances under serial No. 4314 and supplementary
deed of mortgage dated October 23, 2023 registered before office of sub-registrar of assurances under serial No.
18013.
The Seller has given on lease basis the Asset Units bearing Nos. C1616 to C1630, C1016 to C1030, R209 to R214,
C1501 to C1528, C1301 to C1315, C1401 to C1414 and C426 to C430 approximately aggregating to 2,07,838 square
feet (Super Built-Up Area) together with proportionate undivided share in the Land approximately aggregating to
26,910 square feet in the Project to various lessees.
II. Material litigation and regulatory action pending by and against the Project Celestia under the PropShare
Celestia:
For the purpose of disclosure of pending civil/ commercial matters (including all outstanding cases, litigations,
claims, and arbitration proceedings) by and against Project Celestia under the PropShare Celestia, any matter
outstanding has been considered material. Accordingly, we have disclosed all the outstanding matters by and against
the Project Celestia irrespective of the amount.
Other than as disclosed below, there are no pending litigations pertaining to Project Celestia under PropShare Celestia
as of the date of this Key Information of the Scheme:
1. Civil Suit No. 1242 of 2015
141The Girirajsinh Natvarsinh Parmar (“Plaintiff”) has filed Civil Suit No. 1242 of 2015 (“Suit”) before the City Civil
Court, Ahmedabad (“Civil Court”) against Jayendrakumar Nathalal alias Nathabhai Patel and others
(“Respondent”). The Plaintiff under the Suit has claimed permanent injunction, cancellation of sale deeds executed
in favour of the Soviet Park Co-Operative Housing Society Limited (“Society”) and has also claimed partition of
1/4th share of lands bearing survey No. 183, 182 and 185 (“Lands”) that originally belonged to Jayendrakumar
Nathalal alias Nathabhai Patel (“Erstwhile Landowner”). The Plaintiff has filed the present Suit under virtue of
specific performance and enforcement of a notarised agreement to sell dated January 15, 1994 (“Agreement”)
executed by Erstwhile Landowner through his constituted power of attorney Prakashbhai Ramchandra Brahmbhatt
(“Attorney”) in favour of the Plaintiff.
The Society has filed application under order 7 rule 11 (“Application”) before the Civil Court for dismissal of Suit
on grounds of limitation and non-payment of appropriate court fees. The Civil Court vide its order dated July 12,
2017 (“Order”) rejected the Application of the Society and directed the plaintiff to pay deficit court fees within a
span of 15 days.
In reference to the aforesaid Order dated July 12, 2017 passed by the Civil Court rejecting the Application of the
Society under order 7 rule 11, the Society has instituted Civil Revision Application No. 483 of 2017 before the High
Court of Gujarat (“High Court”), wherein the High Court has passed interim order in favour of the Society granting
stay until final hearing of the present Suit. The deficit court fees have not been paid by the Plaintiff till date and the
proceedings of the Suit are stayed vide order dated December 12, 2017 passed by High Court in Civil Revision
Application No. 483 of 2017. The proceedings of the Suit are presently pending before the Civil Court for plaintiff
evidence.
2. Civil Revision Application No. 483 of 2017
The Soviet Park Co-Operative Housing Society Limited (“Society”) has filed Civil Revision Application No. 483 of
2017 (“CRA”) against Girirajsinh Natvarsinh Parmar (“Respondent”) before the Hon’ble High Court of Gujarat
(“High Court”) being aggrieved by the Order dated July 12, 2017 (“Order”) passed by Civil Court, Ahmedabad,
rejecting the application of the Society filed for dismissal of civil suit on grounds of limitation and non-payment of
appropriate court fees. The High Court vide its order dated December 12, 2017, has passed interim order in favour
of the Society granting stay until final hearing in the Civil Suit No. 1242/2015. The proceedings of CRA are presently
pending before the High Court.
3. Special Civil Application No. 7151 of 2023
The Saiyed Mukhtarhussain Khilafathussain Bukhari (“Complainant”) has filed Special Civil Application No. 7151
of 2023 (“SCA”) against Venus Infrastructure and Developers Private Limited (“Respondent”) before the Hon’ble
High Court of Gujarat (“High Court”) against the order passed by the Gujarat Real Estate Regulatory Authority
(“RERA Authority”) dated October 9, 2022 (“Order”) dismissing the offline complaint (bearing No.
CMP/Offline/Ahmedabad/220517/000144) and online complaint (bearing No.
CMP/A/Offline/Ahmedabad/140720022/00081) filed by the Complainant claiming his rights and interest under the
Evacuee Interest (Separation) Act. 1951 (“Evacuee Act”), to the lands bearing Survey No. 182, 183 and 185 on
which commercial building known as “Stratum @ Venus Grounds” (“Building”) comprising of shops and office
(“Project”) is constructed and developed by the Respondent. The RERA Authority has granted registration of the
Project under the provisions of Real Estate (Regulation and Development) Act, 2016 (“RERA Act”). The SCA is
filed before the High Court in absence of a constituted tribunal to refer appeals against the orders passed by the
RERA Authority. The High Court has issued notice in the SCA. The proceedings of SCA are presently pending
before the High Court.
III. Title disclosures (including title litigation) pertaining to the Celestia SPVs:
For the purpose of this section, details of all pending title litigation pertaining to the Celestia SPVs have been
disclosed. Other than as disclosed below, there are no pending title litigations pertaining to the Celestia SPVs as of
the date of this Key Information of the Scheme:
A. CRPL
As at the date of this Key Information of the Scheme, there are no outstanding title disclosure (including title
litigation) pertaining to CRPL.
B. CMRPL
142As at the date of this Key Information of the Scheme, there are no outstanding title disclosure (including title
litigation) pertaining to CMRPL.
C. DEPL
As at the date of this Key Information of the Scheme, there are no outstanding title disclosure (including title
litigation) pertaining to DEPL.
D. MPL
As at the date of this Key Information of the Scheme, there are no outstanding title disclosure (including title
litigation) pertaining to MPL.
E. SRPL
As at the date of this Key Information of the Scheme, there are no outstanding title disclosure (including title
litigation) pertaining to SRPL.
F. SPL
As at the date of this Key Information of the Scheme, there are no outstanding title disclosure (including title
litigation) pertaining to SPL
IV. Material litigation and regulatory action pending by and against the Celestia SPVs under the PropShare
Celestia
For the purpose of disclosure of pending civil/ commercial matters (including all outstanding cases, litigations,
claims, and arbitration proceedings) by and against the Celestia SPVs, any matter outstanding has been considered
material. Accordingly, we have disclosed all the outstanding matters by and against the Celestia SPVs irrespective
of the amount.
Other than as disclosed below, there are no pending litigations pertaining to Celestia SPVs as of the date of this Key
Information of the Scheme:
NIL
V. Material litigation and regulatory action pending against the Valuer
For the purpose of pending civil/ commercial matters (including all outstanding cases, litigation, claims and
arbitration proceedings) against the Valuer matters which are quantifiable, and involve and amount in excess of ₹ 5
million, have been considered material.
Other than as disclosed below, there are no pending litigations pertaining to Valuer as of the date of this Key
Information of the Scheme:
Nil
Tax Proceedings
Details of all direct tax, indirect tax and property tax matters against the Celestia SPVs and the Valuer, as of the date of this
Key Information of the Scheme is as follows:
Nature of cases Number of cases Amount involved (in ₹ million)
Celestia SPVs
Direct Tax Nil Nil
Indirect Tax Nil Nil
Property Tax Nil Nil
Valuer
Direct Tax Nil Nil
Indirect Tax Nil Nil
143REGULATIONS AND POLICIES
The following description is a summary of certain sector specific laws currently in force in India, which are applicable to
PropShare Celestia. The information detailed in this section has been obtained from publications available in the public
domain. The description of the regulations set out below may not be exhaustive and is only intended to provide general
information to investors, and is neither designed as, nor intended to substitute, professional legal advice. Judicial and
administrative interpretations are subject to modification or clarification by subsequent legislative, judicial or administrative
decisions.
Given below is a brief description of certain relevant legislations that are currently applicable to the business carried on by
PropShare Celestia.
REAL ESTATE/ PROPERTY RELATED LAWS AND REGULATIONS
Transfer of Property Act, 1882 (“TP Act”)
The TP Act establishes the general principles relating to transfer of property in India. It forms a basis for identifying the
categories of property that are capable of being transferred, the persons competent to transfer property, the validity of
restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property and
mortgage of immovable property. It also provides for the rights and liabilities of the vendor and purchaser in a transaction of
sale of immovable property. The TP Act also governs lease agreements, including the rights and liabilities of the lessor and
the lessee.
The Real Estate (Regulation and Development) Act, 2016 (“RERA Act”)
RERA is the principal legislation governing real estate projects and transactions in India, including in Gujarat, and provides
for the establishment of the Real Estate Regulatory Authority to regulate and promote the real estate sector. It aims to protect
the interests of allottees and home buyers, ensure transparency and accountability in the real estate sector, and establish an
efficient dispute resolution mechanism. Under RERA, every real estate project exceeding a specified threshold must be
registered with the Real Estate Regulatory Authority before commencing any marketing, advertising, or sale activities. It
mandates extensive disclosures by promoters, including details of the project, approvals obtained, timeline for completion,
carpet area of units, and encumbrances on the land.
Indian Easements Act, 1882 (“Easements Act”)
The Easement Act codifies the concept of easementary rights in India, including the nature of easements as continuous or
discontinuous and apparent or non-apparent. An easement is a right which the owner or occupier of land possesses for the
beneficial enjoyment of that land and which permits him to do or to prevent something from being done, in or upon, land not
his own. Under the Easements Act, a license is defined as a right to use property, which use in the absence of such right would
be unlawful. The period and incident upon which a license may be revoked may be provided in the license agreement entered
into between the licensee and the licensor.
Registration Act, 1908 (“Registration Act”)
The Registration Act requires for compulsory registration of certain documents, including documents relating to the
conveyance of immovable property. A document must be registered within four months from the date of is execution and
must be registered with the sub-registrar within whose sub-district the whole or some portion of the property is situated.
Further, the Registration Act identifies documents for which registration is compulsory and includes, among other things, any
non-testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether in present or
in future, any right, title or interest, whether vested or contingent, in any immovable property of the value of one hundred
rupees or more, and a lease of immovable property for any term exceeding one year or reserving a yearly rent. A document
will not affect the property comprised in it, nor be treated as evidence of any transaction affecting such property (except as
evidence of a contract in a suit for specific performance or as evidence of part performance under the TP Act or as collateral),
unless it has been registered.
The Indian Stamp Act, 1899
Under the Indian Stamp Act, 1899, stamp duty is payable on instruments evidencing a transfer or creation or extinguishment
of any right, title or interest in immovable property. Stamp duty must be paid on all instruments specified under the Stamp
Act at the rates specified in the schedules to the Stamp Act. The applicable rates for stamp duty on instruments chargeable
with duty vary from state to state. Instruments chargeable to duty under the Stamp Act, which are not duly stamped, are
incapable of being admitted in a court of law as evidence of the transaction contained therein and it also provides for
impounding of instruments that are not sufficiently stamped or not stamped at all. However, the instruments which have not
144been properly stamped can be admitted in evidence by paying a penalty of the amount of the proper stamp duty or the amount
of deficient portion of stamp duty payable.
National Building Code of India, 2016
The National Building Code of India, 2016, is a comprehensive building code that provides guidelines for regulating
construction activities throughout the country. It serves as a model code for adaptation by all agencies involved in building
works, including public works department, government construction agencies, local bodies, and private developers. The code
preliminary covers administrative regulations, development control rules, and general building requirements. It also includes
provisions for fire safety, material specifications, structural design and safety, and building services such as plumbing.
STATE-WISE APPLICABLE LAWS:
Gujarat Land Revenue Code, 1879 (“Revenue Code”)
The Revenue Code is a comprehensive legislation that governs land revenue administration in the State of Gujarat. It provides
for the assessment and collection of land revenue, classification of lands, maintenance of land records, and the rights and
liabilities of landholders. The Revenue Code regulates the survey and settlement of land, mutation of land records, and the
procedure for recording changes in ownership or possession of land. It also provides for the powers and duties of revenue
officers in matters relating to land administration. The Revenue Code further governs the grant of land by the government,
conversion of agricultural land to non-agricultural purposes, and the procedure for obtaining permission for such conversion.
It also contains provisions relating to the recovery of land revenue and other government dues as arrears of land revenue.
Gujarat Tenancy and Agricultural Lands Act, 1948 (“Tenancy Act”)
The Tenancy Act regulates the relationship between landlords and tenants in respect of agricultural lands in Gujarat. It
provides for the rights and obligations of tenants cultivating agricultural land, including protection from eviction, fixation of
rent, and the right to purchase the land under certain circumstances. The Tenancy Act defines various categories of tenants,
including protected tenants and permanent tenants, and prescribes their respective rights. It also provides for the procedure
for determining tenancy rights and the jurisdiction of revenue authorities in tenancy disputes. It requires verification of tenancy
rights and obtaining necessary clearances to ensure that the land is free from encumbrances and tenancy claims before
conversion to non-agricultural use.
Gujarat Prohibition of Transfer of Immovable Property and Provision for Protection of Tenants from Eviction from
Premises in Disturbed Areas Act, 1991
It is a special legislation enacted to regulate the transfer of immovable property in areas notified as “disturbed areas” by the
State Government and to protect tenants from eviction in such areas. Under this Act, no person can transfer any immovable
property situated in a disturbed area by way of sale, gift, exchange, lease or otherwise, except with the prior permission of the
Collector. It aims to prevent distress sales and maintain the demographic composition of sensitive areas by regulating property
transactions. It also provides protection to tenants from eviction from premises situated in disturbed areas, except in
accordance with the provisions of the Act.
Gujarat Town Planning and Urban Development Act, 1979 (the “GTPUD Act”)
The GTPUD Act is the principal legislation governing town planning and urban development in Gujarat. It provides for the
preparation and implementation of development plans, town planning schemes, and the regulation of development and use of
land in urban and urbanisable areas. The GTPUD Act empowers local planning authorities to prepare development plans
indicating the manner in which land in their jurisdiction is proposed to be used and the stages by which such development
shall be carried out. It also provides for the preparation of town planning schemes for planned development of any area, which
may include the reconstitution of plots, construction of roads, provision of open spaces, and reservation of land for public
purposes. Under the GTPUD Act, no development can be carried out without obtaining prior permission from the competent
authority.
The Gujarat Provincial Municipal Corporations Act, 1949
The Gujarat Provincial Municipal Corporations Act governs the constitution, powers, and functions of municipal corporations
in Gujarat. It provides for the administration of municipal areas, including the provision of civic amenities, infrastructure, and
services. It empowers municipal corporations to regulate building construction, land use, and development within their
jurisdiction and also provides for the levy of property tax, development charges, and other municipal taxes and fees.
Gujarat Stamp Act, 1958
145The Gujarat Stamp Act provides for the levy and collection of stamp duty on instruments executed in Gujarat or relating to
immovable property situated in Gujarat. Stamp duty is payable on instruments evidencing a transfer or creation or
extinguishment of any right, title or interest in immovable property. The Gujarat Stamp Act prescribes the rates of stamp duty
applicable to various instruments, including conveyances, leases, mortgages, agreements to sell, development agreements,
and other documents relating to immovable property.
Gujarat IT/ ITeS Policy (2022-27) (the “IT Policy”)
The IT Policy is a policy framework introduced by the Government of Gujarat to promote the growth and development of the
Information Technology (“IT”) and Information Technology Enabled Services (“ITeS”) sectors in the State of Gujarat for
the period 2022 to 2027. It aims to position Gujarat as a leading destination for IT and ITeS investments, foster innovation
and entrepreneurship, create employment opportunities, and develop world-class IT infrastructure and ecosystems. It provides
for various incentives and benefits to IT and ITeS companies establishing operations in Gujarat, including capital subsidies,
interest subsidies, stamp duty exemptions or reductions, electricity duty exemptions, and reimbursement of certain operational
expenses.
OTHER APPLICABLE LAWS
Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 (“REIT Regulations”)
PropShare Celestia is required to comply with the provisions of the REIT Regulations read with the REIT Master Circular.
Chapter VIB of the REIT Regulations provides a legal framework for the small and medium real estate investment trusts
(“SM REITs”) and schemes thereunder. Similar to real estate investment trusts, SM REITs are required to be set up as a trust
under the Indian Trust Act, 1882 and it must be registered under the REIT Regulations.
Aircraft Act, 1934 (“Aircraft Act”) and the Aircraft Rules, 1937 (“Aircraft Rules”)
The Aircraft Act, as amended, and the Aircraft Rules, as amended enacted pursuant to the Aircraft Act, govern aircraft
operations in India. These legislations empower various authorities, including the Ministry of Civil Aviation and Directorate
General of Civil Aviation to, inter alia, regulate aircraft operations in India and the height of buildings or structures constructed
at a specified distance from an aerodrome under Section 9A of the Aircraft Act to ensure safety of operation of aircrafts in
accordance with international standards and recommended practices governing the operations of aircrafts. At present, the
procedure for grant of no objection certificate in relation to the height of buildings and structures is set out in the Ministry of
Civil Aviation (Height Restrictions for Safeguarding of Aircraft Operations) Rules, 2015, notified on September 30, 2015, as
amended, and the Air Traffic Management Circular No. 6 of 2017, issued by the Directorate of Air Traffic Management on
July 28, 2017.
ENVIRONMENTAL REGULATIONS
We are subject to various environmental regulations as the operation of our establishments might have an impact on the
environment. The basic purpose of such statutes is to control, abate and prevent pollution. In order to achieve these objectives,
Pollution Control Boards (“PCBs”), have been set up in each state and at a central level. Establishments, as prescribed under
various regulations may be required to obtain consent orders from the PCBs. These consent orders are required to be renewed
periodically.
Environment Protection Act, 1986 (“EPA”), the Environment Protection Rules, 1986 (“EP Rules”), and the
Environmental Impact Assessment Notification, 2006 (“EIA Notification”)
The EPA has been enacted with the objective of protecting and improving the environment and for matters connected
therewith. As per the EPA, the Central Government has been given the power to take all such measures for the purpose of
protecting and improving the quality of the environment and to prevent, control and abate environmental pollution. Further,
the Central Government has been given the power to give directions in writing to any person or officer or any authority for
any of the purposes of the EPA, including the power to direct the closure, prohibition or regulation of any industry, operation
or process in exercise of its powers and performance of its functions under the EPA. Further, the Environment (Protection
Rules), 1986 provide for, inter alia, standards for emissions or discharge of environmental pollutants, prohibitions and
restrictions on the location of industries and the carrying on processes and operations in different areas, procedure for
submission of samples for analysis and functions of environmental laboratories.
Further, the EP Rules specifies, inter alia, the standards for emission or discharge of environmental pollutants, prohibitions
and restrictions on the location of industries as well as on the handling of hazardous substances in different areas. For
contravention of any of the provisions of the EP Act or the rules framed thereunder, the punishment includes either
imprisonment or fine or both. Additionally, under the EIA Notification and its subsequent amendments, projects are required
146to mandatorily obtain environmental clearance from the concerned authorities depending on the potential impact on human
health and resources.
Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
The Air Act requires that any industrial plant emitting any air pollutant into the atmosphere must apply in a prescribed form
and obtain consent from the state PCB prior to commencing any activity. The state PCB is required to grant, or refuse, consent
within four months of receipt of the application. The consent may contain conditions relating to specifications of pollution
control equipment to be installed.
Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)
The Water Act prohibits the use of any stream or well or land for the disposal of any poisonous, noxious or polluting matter,
in violation of the standards set out by the concerned PCB. The Water Act also provides that the consent of the concerned
PCB must be obtained prior to opening of, inter alia, any industry, operation or process, which are likely to discharge sewage
or trade effluent.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste Rules”)
An “occupier” has been defined as any person who has control over the affairs of a factory or premises or any person in
possession of hazardous or other waste. In terms of the Hazardous Waste Rules, occupiers have been, inter alia, made
responsible for safe and environmentally sound handling of hazardous and other wastes generated in their establishments and
are required to obtain license/ authorization from concerned PCBs, for handling, generating, collecting, processing, treating,
packaging, storing, transporting, using, recycling, recovering, pre-processing, co-processing, offering for sale, or the like of
the hazardous and other wastes.
TAX RELATED LEGISLATION
The Income-tax Act, 1961 (“IT Act”) and the Income-tax Rules, 1962 (“IT Rules”)
The IT Act is applicable to every company, whether domestic or foreign whose income is taxable under the provisions of the
IT Act or IT rules made thereunder depending upon its “Residential Status” and “Type of Income” involved. The IT Act
provides for the taxation of persons resident in India on global income and persons not resident in India on income received,
accruing or arising in India or deemed to have been received, accrued or arising in India. Every company assessable to income
tax under the IT Act is required to comply with the provisions thereof, including those relating to Tax Deduction at Source,
Advance Tax, and Minimum Alternative Tax and like. Every such company is also required to file its returns by September
30 of each assessment year.
Further, the Income-tax Bill, 2025 has been approved by the Union Cabinet of the Government of India, and has been
introduced before the Indian Parliament, and is being deliberated upon before the relevant committees. The Income-tax Bill,
2025 seeks to replace the IT Act, if and when promulgated.
Central Goods and Service Tax Act, 2017 (“GST Act”) Integrated Goods and Services Act, 2017, and various state GST
legislations
The GST regime was introduced vide the Constitution (One Hundred and First Amendment) Act, 2016 and provides for
imposition of tax on the supply of goods or services and is levied at two levels, central GST through the Central Goods and
Service Tax Act, 2017, and state GST through the State Goods and Services Tax Act, 2017, along with the Integrated Goods
and Services Tax Act, 2017, for inter-state supply of goods or services. GST replaces a majority of indirect taxes and duties
that are in place currently at the central and state levels and is applicable on all goods with the exclusion of alcohol for human
consumption, electricity, sale of land, sale of buildings (subject to certain conditions) among others.
COMPANIES RELATED LEGISLATION
Celestia SPVs or any SPVs proposed to be acquired as part of the PropShare Celestia are companies and are therefore, subject
to the provisions of the Companies Act, 2013 (“Companies Act”). The Companies Act, inter alia, regulates the incorporation
of companies, prescribes the roles and responsibilities of directors, shareholders and key managerial personnel and the
procedure for undertaking various corporate actions by the company. Declaration of dividends by companies is regulated,
among other sections, under Section 123 of the Companies Act. One of the conditions stated therein is that dividend can be
declared by a company out of profits for the year or out of profits for the previous financial year, subject to compliance with
the specified conditions, or out of money provided by the state or central government for the payment of dividend by the
company. Also, dividend can be declared and paid only from the free reserves of the company. Similarly, a number of
restrictions and conditions are set out in Section 68 of the Companies Act for undertaking a buy back by companies. For
147instance, a buy-back can be conducted by a company only from its free reserves, securities premium account or from proceeds
of the issue of any shares or other specified securities subject to compliance with specified conditions. Further, a company is
not permitted to undertake a buy-back of more than twenty five per cent of the aggregate of paid-up capital and free reserves
of the company in a particular financial year and no offer or buy-back can be made within a period of one year from the date
of closure of the preceding offer or buy-back, if any.
We are also required to comply with the Competition Act, 2002, as amended (“Competition Act”), which regulates practices
having an appreciable adverse effect on competition in the relevant market in India and combinations (including mergers,
amalgamations and acquisitions) in excess of certain thresholds.
LAWS RELATING TO EMPLOYMENT
The Government has consolidated 29 separate labour laws into four comprehensive labour codes: the Code on Wages, 2019,
the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working
Conditions Code, 2020 to modernize and streamline India’s labour law framework. Its objectives include improving the ease
of doing business, fostering job creation, and ensuring every worker’s safety, health, and social and wage security. This key
reform is the move toward single registration, single license, and single return, designed to reduce compliance burdens and
support employment growth.
The four Codes took effect on November 21, 2025. During the transition, relevant provisions of existing labour acts and their
associated rules, regulations, notifications, standards, and schemes will continue to apply. Below are the details of the above-
mentioned four labour codes:
(i) The Code on Wages, 2019 (enacted by the parliament of India and assented to by the President of India on August 8,
2019) seeks to simplify, consolidate, and rationalize the provisions of four existing laws-the Payment of Wages Act,
1936; the Minimum Wages Act, 1948; the Payment of Bonus Act, 1965; and the Equal Remuneration Act, 1976. Under
the Code, all workers to receive a statutory right minimum wage payment. Minimum wages and timely payment will
ensure financial security. It aims to strengthen workers’ rights while promoting simplicity and uniformity in wage-
related compliance for employers.
(ii) The Industrial Relations Code, 2020 (enacted by the Parliament of India and assented to by the President of India on
September 28, 2020) has been prepared after amalgamating, simplifying and rationalizing the relevant provisions of
the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act,
1947. The Code acknowledges the fact that survival of worker depends upon survival of industry. In this backdrop, it
simplifies laws related to trade unions, conditions of employment in industrial establishment or undertaking,
investigation and settlement of industrial disputes.
(iii) The Code on Social Security, 2020 (enacted by the Parliament of India and assented to by the President of India on
September 28, 2020) incorporates existing nine Social Security Acts which are; the Employee's Compensation Act,
1923; the Employees' State Insurance Act, 1948; the Employees' Provident Funds and Miscellaneous Provisions Act,
1952; the Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959; the Maternity Benefit Act, 1961;
the Payment of Gratuity Act, 1972; the Cine-Workers Welfare Fund Act, 1981; the Building and Other Construction
Workers' Welfare Cess Act, 1996 and; the Unorganised Workers' Social Security Act, 2008. The Code extends social
security to all workers-including unorganized, gig, and platform workers-covering life, health, maternity, and provident
fund benefits, while introducing digital systems and facilitator-based compliance for greater efficiency.
(iv) The Occupational Safety, health and Working Conditions Code, 2020 (enacted by the Parliament of India and assented
to by the President of India on September 28, 2020) has been drafted after amalgamation, simplification and
rationalization of the relevant provisions of the 13 Central Labour Acts- the Factories Act, 1948; the Plantations Labour
Act, 1951; the Mines Act, 1952; the Working Journalists and other Newspaper Employees (Conditions of Service and
Miscellaneous Provisions) Act, 1955; the Working Journalists (Fixation of Rates of Wages) Act, 1958; the Motor
Transport Workers Act, 1961; the Beedi and Cigar Workers (Conditions of Employment) Act, 1966; the Contract
Labour (Regulation and Abolition) Act, 1970; the Sales Promotion Employees (Conditions of Service) Act, 1976; the
Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979; the Cine-Workers
and Cinema Theatre Workers (Regulation of Employment) Act, 1981; the Dock Workers (Safety, Health and Welfare)
Act, 1986 and; the Building and Other Construction Workers (Regulation of Employment and Conditions of Service)
Act, 1996. The Code balances the twin objectives of safeguarding worker rights and safe working conditions, and
creating a business-friendly regulatory environment. This will spur economic growth and employment thereby, making
India’s labour market more efficient, fair, and future-ready.
DATA PROTECTION LAWS
The Digital Personal Data Protection Act, 2023 (the “DPDP Act”)
148The DPDP Act received the assent of the President of India on August 11, 2023. It seeks to provide for the processing of
digital personal data in a manner that recognises both the right of individuals to protect their personal data and the need to
process such personal data for lawful and other incidental purposes. It defines personal data to mean any data about an
individual who is identifiable by or in relation to such data (“Personal Data”). It further defines a data fiduciary to mean any
person who alone or in conjunction with other persons determines the purpose and means of processing of personal data
(“Data Fiduciary”), and a data principal to mean an individual to whom the Personal Data relates (“Data Principal”).
The DPDP Act applies to the processing of digital Personal Data within India where the Personal Data is collected in digital
form or where it is collected in a non-digital form and is subsequently digitised. It also applies to processing of digital Personal
Data outside of India, if such processing is in connection with any activity related to offering of goods or services to Data
Principals within India. The DPDP Act does not apply to Personal Data processed by an individual for any personal or
domestic purpose, and Personal Data that is made publicly available by the Data Principal to whom such personal data relates
or any other person who is under an obligation under any law for the time being in force in India to make such Personal Data
publicly available. As per the DPDP Act, a person may process the Personal Data of a Data Principal for a lawful purpose,
for which the Data Principal has given her consent or for certain legitimate uses. It also provides for the establishment of a
Data Protection Board of India for taking remedial actions and imposing penalties for breach of the provisions of the DPDP
Act. It imposes restrictions and obligations on Data Fiduciaries in relation to dealing with personal data and levies penalties
for breach of obligations prescribed under the DPDP Act.
The Ministry of Electronics and Information Technology (“MeitY”) vide notification dated November 13, 2025, has published
the Digital Personal Data Protection Rules, 2025 (“Rules”) in the Official Gazette. The Rules facilitate the implementation of
the DPDP Act. It aims to strengthen the legal framework for the protection of digital personal data by providing necessary
details and an actionable framework. The Rules lay down various implementation aspects such as the notice by the Data
Fiduciary to the individuals, registration and obligations of consent manager, processing of personal data for issuance of
subsidy, benefit, services by State, applicability of reasonable security safeguards, intimation of personal data breach,
providing details about availing of the rights by the individuals, processing of personal data of child or of person with
disability, setting up the Data Protection Board, appointment and service conditions of the chairperson and other members of
the Data Protection Board, functioning of the Data Protection Board as digital office, and procedure to appeal to appellate
tribunal, among others. The Rules shall come into force in a phased manner, with certain provisions under the Rules coming
into force on the date of their publication on November 13, 2025 in the Official Gazette while the balance will be effectuated
between one year to eighteen months from the date of publication.
OTHER REGULATIONS
In addition to the above, the Trust and its Schemes might be required to comply with the provisions of the Foreign Exchange
Management Act, 1999, which was enacted to consolidate and amend the law relating to foreign exchange with the object of
facilitating external trade and payments for promoting the orderly development and maintenance of foreign exchange market
in India.
The Trust and its Schemes will also be governed by the provisions of various acts, rules and policies such as the Copyright
Act, 1957 and the Copyright Rules, 2013, Professional Tax registration, fire prevention laws, various lift and escalators
legislations, shops and establishment legislation of relevant states and other applicable statutes for its day-to-day operations.
149REGULATORY APPROVALS
Other than as stated in this section, the Celestia SPVs under the PropShare Celestia and Project Celestia have received
necessary consents, licenses, permissions, registrations and approvals from the Government, various governmental agencies
and other statutory and/or regulatory authorities, required for carrying out their present business, as applicable. In view of
the approvals listed below, the Celestia SPVs under the PropShare Celestia can undertake the Issue and can undertake their
current business, as applicable, and no further material approvals from any governmental or regulatory authority or any
other entity are required to undertake the Issue or to continue its business, as applicable. Unless otherwise stated, these
approvals are all valid as on the date of this Key Information of the Scheme. Please note that regulatory approvals in relation
to the Trust are covered under the Key Information of the Trust.
I. Approvals required in relation to the Issue
1. In-principle approval from the Stock Exchange dated February 5, 2026.
II. Approvals required for the Formation Transaction pursuant to PropShare Celestia
A. Material approvals as of the date of this Key Information of the Scheme
1. No objection certificate dated January 23, 2026 from Kotak Mahindra Bank Limited in relation to sale of
portion of Project Celestia.
2. No objection certificate dated February 10, 2026 from HDFC Bank Limited in relation to sale of portion of
Project Celestia
B. Approvals applied for, but not received as of the date of this Key Information of the Scheme
There are no approvals which have been applied for, but not yet received as of the date of this Key
Information of the Scheme.
C. Approvals to be applied for, as of the date of this Key Information of the Scheme
There are no approvals pending to be applied for as of the date of this Key Information of the Scheme.
III. Approvals required for the operation of Celestia SPVs
A. CRPL
1. Certificate of incorporation dated December 12, 2025, by Registrar of Companies, Central Registration
Centre.
B. CMRPL
1. Certificate of incorporation dated December 12, 2025, by Registrar of Companies, Central Registration
Centre.
C. DEPL
1. Certificate of incorporation dated December 15, 2025, by Registrar of Companies, Central Registration
Centre.
D. MPL
1. Certificate of incorporation dated December 12, 2025, by Registrar of Companies, Central Registration
Centre.
E. SRPL
1. Certificate of incorporation dated December 12, 2025, by Registrar of Companies, Central Registration
Centre.
F. SPL
1501. Certificate of incorporation dated December 12, 2025, by Registrar of Companies, Central Registration
Centre.
IV. Approvals required for the operation of Project Celestia
Material approvals for operations
The necessary permits, licenses, and approvals from the appropriate regulatory and governing authorities to operate
Project Celestia have been applied for, and received as of the date of this Key Information of the Scheme. These
approvals and licenses include, inter-alia, the following:
1. Environment clearance for construction dated June 5, 2020, under Environment Impact Assessment
Notification, 2006, issued by State Level Environment Impact Assessment Authority Gujarat;
2. Registration certificate of project dated November 4, 2020, issued by Gujarat Real Estate Regulatory
Authority;
3. No objection certificate for height clearance dated July 26, 2016, issued by Airports Authority of India;
4. Permission to energize the electrical installation of equipments dated May 31, 2022, under Regulation 32 of
the Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulation, 2010, issued
by the Office of the Electrical Inspector, Ahmedabad;
5. Permission to commence the supply of energy under Regulation 36 of the Central Electricity Authority
(Measures relating to Safety and Electric Supply) Regulation, 2010, issued by Assistant Electrical Inspector,
Ahmedabad; and
6. Fire safety certificate renewal dated September 13, 2024, under Rule 25 of Gujarat Fire Prevention & Life
Safety Measures Rules, 2014, issued by Fire Safety Officer.
Approvals applied for, yet to be received
1. Application dated March 17, 2023, for permission to abstract groundwater for infrastructure use.
Approvals yet to be applied for
NIL
151TAXATION
INDEPENDENT AUDITOR’S REPORT ON STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO
PROPSHARE CELESTIA (“SCHEME”) OF THE PROPERTY SHARE INVESTMENT TRUST (THE “TRUST”)
AND ITS UNITHOLDERS UNDER THE APPLICABLE INCOME TAX LAWS IN INDIA
To
The Board of Directors,
PropShare Investment Manager Private Limited (the “Investment Manager”) in its capacity as the Investment Manager of
the Property Share Investment Trust
10th Floor, SKAV Seethalakshmi,
21/22 Kasturba Road,
Bengaluru, Karnataka 560 001
Dear Sirs,
Sub: Statement of possible tax benefits (‘the Statement’) available to the Scheme of the Trust and its unitholders
We hereby confirm that the enclosed Annexure to the Statement, prepared by PropShare Investment Manager Private Limited
states the possible tax benefits available to the Scheme of the Trust and its unitholders under the Income-tax Act, 1961 (‘the
Act’) as amended by the Finance Act (No. 2), 2025 read with the Income tax Rules, 1962, i.e. applicable for the Financial
Year 2025-26 relevant to the assessment year 2026-27 (referred to as ‘the Direct Tax Law’), presently in force in India.
Several of these benefits are dependent on the Scheme of the Trust or its unitholders fulfilling the conditions prescribed under
the relevant provisions of the Direct Tax Law. Hence, the ability of the Scheme of the Trust or its unitholders to derive the
tax benefits is dependent upon fulfilling such conditions, which are based on business imperatives the Scheme of the Trust
may face in the future, which the Scheme of the Trust or its unitholders may or may not choose to fulfil.
The benefits discussed in the enclosed Annexure are not exhaustive and the preparation of the contents stated in the Annexure
is the responsibility of the Investment Manager. We are informed that this statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice.
In view of the individual nature of the tax consequences and the changing Direct Tax Laws, each investor is advised to consult
his or her own tax consultant with respect to the specific tax implications arising out of their participation in the proposed
initial public offering of units of the Scheme of the Trust (the “Offer”) in accordance with the provisions of Securities and
Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, as amended and the guidelines and circulars
issued thereunder (the “REIT Regulations”). We are neither suggesting nor advising the investors to invest in the Offer
relying on this statement.
We do not express any opinion or provide any assurance as to whether:
I. The Scheme of the Trust or its unitholders will obtain/continue to obtain these tax benefits in future;
II. The conditions prescribed for availing the tax benefits have been/would be met with; and
III. The revenue authorities/courts will concur with the views expressed herein.
We assume no obligation to update the Annexure on any events subsequent to this date, which may have a material effect on
the discussions herein.
The contents of the enclosed Annexure are based on information, explanations and representations obtained from the
Investment Manager and on the basis of our understanding of the business activities and operations of the Scheme of the Trust.
This Statement is prepared solely for the purpose of inclusion in the Draft Key Information of the Scheme, Key Information
of the Scheme and Final Key Information of the Scheme, or any other material prepared solely in connection with the Offer,
and is not to be used, referred to or distributed for any other purpose.
We have no responsibility to update this report for events and circumstances occurring after the date of this report.
152For ASA & Associates LLP
Chartered Accountants
(Firm’s Reg. No. 009571N/ N500006)
Vinay K S
Partner
Membership No.: 223085
UDIN: 26223085EZJVUX9163
Place: Bengaluru
Date: January 8, 2026
153ANNEXURE TO STATEMENT OF POSSIBLE TAX BENEFITS APPLICABLE TO SCHEME OF THE TRUST AND
ITS UNITHOLDERS UNDER THE APPLICABLE INCOME-TAX LAWS IN INDIA
TAX REGIME FOR THE SCHEME OF THE TRUST AND UNITHOLDERS UNDER THE PROVISIONS OF THE
INCOME-TAX ACT, 1961 (‘ITA’)
The ITA has set-out a special regime for taxation of income arising to REIT and its unitholders under Chapter XII-FA of the
ITA.
We have summarized below relevant income-tax provisions as applicable to Scheme of the Trust and its unitholders, under
the ITA, as amended by the Finance Act (No. 2), 2025. The tax provisions listed below are available to Scheme of the Trust
and its unitholders subject to compliance with the applicable provisions and/or the conditions laid out in the ITA and the
regulations as prescribed under the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014,
made under the Securities and Exchange Board of India Act, 1992 (15 of 1992) (‘REIT Regulations’) as amended including
regulations under Chapter VIB of the REIT Regulations applicable to small and medium real estate investment trust.
A. Tax provisions applicable to the Scheme of the Trust
1. Tax benefits in the hands of Scheme of the Trust in respect of interest and dividend income received from special
purpose vehicles
1.1 Interest Income
Interest income received or receivable by the Scheme of the Trust from an Indian company in which the Scheme of
the Trust holds a controlling interest and any specific percentage of shareholding or Interest, as required under the
REIT Regulations (‘SPV’) shall be exempt from tax in the hands of the Scheme of the Trust under section
10(23FC)(a) of the ITA.
1.2 Dividend Income
Dividend income received or receivable by the Scheme of the Trust from a SPV shall be exempt in the hands of the
Scheme of the Trust under section 10(23FC)(b) of the ITA.
2. Taxation of income, other than income referred to in paragraphs 1 above, in the hands of the Scheme of the Trust
– Section 115UA(2) read with section 111A, section 112 and section 112A of the ITA
2.1 Income from capital gains
(i) Capital gains arising in the hands of the Scheme of the Trust shall be chargeable to tax as under:
Assets # Calculation of Period of Nature of capital gains Applicable tax
holding1 rates2
Unlisted debentures and bonds Not applicable3 Short Term Capital Gains 30%
(‘STCG’)
154Unlisted securities (other than More than Long Term Capital Gains 12.5%
unlisted debentures) 24 months (‘LTCG’)
Less than or equal STCG 30%
to 24 months
#A tax rate of 12.5% * (in case of LTCG i.e., held for a period more than 12 months) and 20%* (in case of STCG i.e., held for a
period less than or equal to 12 months) may be applicable if the capital gains arises from transfer of listed equity shares or units
of an equity-oriented fund and securities transaction tax (‘STT’) has been paid on purchase and sale of equity shares or on transfer
of units of equity-oriented fund, as the case may be.
1. Section 2(29AA) read with section 2(42A) of ITA
2. Excluding applicable surcharge and health and education cess
3. Deemed short term capital gains under section 50AA of ITA with effect from 23 July 2024
(ii) Any income other than income referred to in paragraph (i) above shall be taxed at the maximum marginal rate
in the hands of the Scheme of the Trust in accordance with section 115UA(2) of the ITA.
(iii) Section 74 of the ITA allows short-term capital loss arising during a financial year to be set-off against income,
if any, from capital gains (short term or long-term), arising in the same financial year. However, long-term
capital loss arising during a financial year is allowed to be set-off only against long-term capital gains. Balance
loss, if any, is allowed to be carried forward and set-off against income from capital gains, arising during
subsequent eight assessment years, as follows: (i) balance short-term capital loss can be carried forward and
set-off against capital gains (short term or long-term); and (ii) balance long-term capital loss can be carried
forward and set-off only against long-term capital gains.
2.2 Income from buy back of shares.
(i) With effect from 1st day of October 2024, the amount distributed by the SPV by way of buyback would be
deemed to be dividend under section 2(22)(f) of ITA in the hands of the Scheme of the Trust. The actual cost
of acquisition of the shares would be deemed to be the capital loss for the Scheme of the Trust.
(ii) Further, the proceeds distributed by way of buyback would be taxed as dividends as per the section 2(22)(f)
of ITA and such dividend should be exempt in the hands of the Scheme of the Trust under section 10(23FC)(b)
of ITA.
B. Tax provisions applicable to the unitholders of the Scheme of the Trust
3. Income arising from Scheme of the Trust
As per provisions section 115UA(1) of the ITA, income distributed by the scheme of trust in the nature of interest, dividend
and rental income directly received by the scheme of trust is taxable in the hands of the unitholders in the same manner
and proportion as the underlying income stream received by the scheme of Trust.
We have discussed below the taxability of the income in the hands of unitholders based on their residential status:
Residential status of Nature of income Tax Rates
unitholders
Resident unitholders Interest income At applicable rates^
155Qualified dividend income** Tax exempt (Refer Note
below)
Disqualified dividend income** At applicable rates^ (Refer
Note below).
Any other income taxable in Tax exempt
the hands of the Scheme of the
Trust
Any distributions other than Taxable once such
the above (specified sum distributions exceed the
as per section 56(2)(xii) issue price of unit#
of the ITA)
Non-resident unitholders Interest income 5%*^
Qualified dividend income** Tax exempt (Refer Note
below)
Disqualified dividend income** At applicable rates^@
(Refer Note below)
Any other income taxable in Tax exempt
the hands of Scheme of the Trust
Any distributions other than Taxable once such
the above (specified sum distributions exceed the
as per section 56(2)(xii) issue price of unit#
of the ITA)
* Excluding applicable surcharge and cess
** Qualified/Disqualified dividend income will include income arising from buy-back of shares by an SPV deemed to be
dividend in line with paragraph 2.2 above
^ The income shall be subject to deduction of tax at source (for details see paragraph 7 below)
# Any amount distributed by us to a unitholder which is not in the nature of dividends or interest, or any other income shall
be reduced from the cost of acquisition of such unitholder, till such time that the aggregate of such distributions does not
exceed the original issue price of our units. Distributions in excess of the original issue price of our units shall be taxed in the
hands of the unitholder at applicable tax rate per section 56(2)(xii) of the ITA, i.e., Specified sum received by a unitholder
from a Business Trust/Scheme of the trust shall be charged to tax as:
A (-) B (-) C;
A = Aggregate of sum distributed by the Business Trust/Scheme of the trust other than interest, dividend, rental and exempt
income to any investor on every unit
B = Issue price of a unit of the Business Trust/Scheme of the trust
C = Amount charged to tax under these provisions in earlier years
Further, specified sum shall be deemed to be zero, if sum of B and C is greater than A
@ Under the provisions of section 90(2) of the ITA, non-resident unitholders may seek to avail beneficial provisions under the
applicable Double Taxation Avoidance Agreement (‘DTAA’) that India may have entered into with their respective country of
residence
Note: As per section 10(23FD) of ITA, taxability of income in the nature of dividend distributed by Scheme of the Trust to
unitholders is dependent on the taxation regime adopted by the SPV(s), which distributes the dividend to Scheme of the Trust.
If the SPV(s) has not opted for a concessional corporate tax rate under section 115BAA of the ITA (‘Qualifying SPV’), dividend
received from such Qualifying SPV (‘Qualified Dividend’) and distributed by Scheme of the Trust is exempt in the hands of
the unitholders. Any dividend other than Qualified Dividend distributed by Scheme of the Trust (‘Disqualified Dividend’) is
taxable in the hands of the unitholders.
1564. Tax provisions applicable to unitholders on sale of units
For resident, non-resident and Foreign Portfolio Investor (‘FPIs’) / Foreign institutional Investors (‘FIIs’) unit holders
(i) In case units of the Scheme of the Trust are held as capital asset by the unitholder, gains arising on sale of units
of the Scheme of the Trust on a recognized stock exchange, which have been subjected to STT, shall be liable to
tax as under:
Period of Holding Nature of Capital Gains Applicable Tax rates $
More than 12 months LTCG 12.5%^* on gains exceeding
INR 0.125 million
Less than or equal to 12 months STCG 20%**
^ without indexation benefit
* Excluding applicable surcharge and cess under section 112A of the ITA
** Excluding applicable surcharge and cess under section 111A of the ITA
Note: Gains arising on sale of units of the Scheme of the Trust, where sale is not pursued through a recognised stock exchange
and not subject to STT, shall be chargeable to tax as under:
• at 12.5% plus applicable surcharge and cess in case of LTCG
• at applicable tax rate, plus applicable surcharge and cess in case of STCG
For calculating gains cost of acquisition of units to stand reduced to the extent of distributions received which is not in the
nature of:
• not in the nature of interest or dividend from SPV covered by section 10(23FC) of the ITA
• not in the nature of rental income covered under section 10(23FCA) of the ITA
• sum not chargeable to tax for the unit holders under section 56(2)(xii) of the ITA
• sum not chargeable to tax for the business trust under section 115UA(2) of the ITA
$ Under the provisions of section 90(2) of the ITA, a non-resident will be governed by the provisions of the DTAA between
India and the country of tax residence of the non-resident, and the provisions of the ITA apply to the extent they are more
beneficial to the assessee.
5. Applicability of Minimum Alternate Tax (“MAT”) under section 115JB of ITA for domestic companies who earn
income from units held in REIT
- In case of domestic companies that are liable to pay MAT under provisions of section 115JB of the ITA (unless such
domestic company has opted to be governed by the concessional tax regime provided under section 115BAA of the
ITA), the gains arising, if any, on sale of units of Scheme of the Trust are to be included as part of book profits for
the purposes of computing MAT lability. MAT paid by such companies shall be available as credit for set-off against
future tax liability, provided such companies do not subsequently opt to be governed by the concessional tax rate
under section 115BAA of the ITA.
157- As per Explanation 4 to section 115JB(2) of the ITA, the provisions of section 115JB shall not be applicable to a
foreign company if the foreign company is a resident of a country having DTAA with India and such foreign company
does not have a permanent establishment within the definition of the term in the relevant DTAA, or the foreign
company is a resident of a country with which India does not have a DTAA with India and such foreign company is
not required to seek registration in India under any laws relating to companies for the time being in force.
- Pursuant to Central Board of Direct Tax press release dated September 24, 2015, the Government has clarified the
inapplicability of Minimum Alternate Tax provisions to FIIs/FPIs.
6. For Mutual Funds investing in units of REITs
Under section 10(23D) of the Act, any income earned by a Mutual Fund registered under the Securities and Exchange
Board of India Act, 1992, or a Mutual Fund set up by a public sector bank or a public financial institution, or a
Mutual Fund authorized by the Reserve Bank of India would be exempt from income-tax, subject to such conditions
as the Central Government may, by notification in the Official Gazette, specify in this behalf.
C. Withholding tax provisions
7. Applicable withholding tax implications on income distributions to the Scheme of the Trust and its unitholders
are set out below:
7.1 On income distributions made to Scheme of the Trust by SPVs
(i) As per section 194A(3)(xi) of the ITA, any income by way of interest (other than ‘interest on securities’)
received/receivable by the Scheme of the Trust from SPV is not subject to withholding tax.
(ii) As per clause (ix) of first proviso to section 193 of the ITA, any income by way of interest on securities
received/receivable by the Scheme of the Trust from SPV is not subject to withholding tax.
(iii) Any dividends received by the Scheme of the Trust from SPV is not subject to withholding tax as per clause (d)
of second proviso of section 194 of the ITA.
7.2 On income distributions made to Unitholders by the Scheme of the Trust
As per section 194LBA of the ITA, taxes shall be required to be deducted at source at the time of payment/credit
(whichever is earlier) from following income distributions by the Scheme of the Trust to its unitholders:
Income recipient Nature of income Applicable tax rates
Resident unitholders Interest income 10%
Disqualified dividend income 10%
Qualified dividend income Not subject to withholding tax
Any distributions other than the Not subject to withholding tax
above
Non-resident Interest income 5%*
unitholders Disqualified dividend income** 10%*
Qualified dividend income Not subject to withholding tax
158Any distributions other than the Not subject to withholding tax
Above
Category I and II Any distribution of nature Not subject to withholding tax
Alternative Investment referred to in section 10(23FBA) of
Funds the ITA
Mutual funds Any distribution Not subject to withholding tax
* Excluding applicable surcharge and cess
** If the ITA provides withholding tax rate for any specific category of non-resident unitholders, then the same needs to
be considered.
# Non-resident unitholders may seek to avail any beneficial provisions under applicable DTAA that India may have entered
into with its country of residence.
8. On sale of units of the Scheme of the Trust
(i) No withholding tax applies in respect of capital gains arising from transfer of units to a resident or a non-resident
which is a Foreign Portfolio Investor (‘FPI’) registered with the Securities and Exchange Board of India.
(ii) Withholding tax under section 195 of ITA may apply on capital gains arising to a non-resident who is not an FPI.
Where such non-resident is entitled to benefits, including capital gains tax exemptions, under the applicable
DTAA, it will have to furnish all the relevant documents / information to demonstrate his claim of taking DTAA
benefits.
D. General tax rates
The income-tax rates specified in this statement are as applicable for the financial year 2025-26 under the provisions of the
ITA, and are exclusive of surcharge and education cess, if any. The rates of surcharge and cess are provided below:
Surcharge rate on income-tax is as follows:
(i) For companies:
Particulars Domestic Foreign
Company* Company
If the net income does not exceed INR 10 million Nil Nil
If the net income exceeds INR 10 million but does not 7% 2%
exceed INR 100 million
If the net income exceeds INR 100 million 12% 5%
*Note: For domestic companies which have exercised the option under section 115BAA of the ITA, the surcharge
shall be 10% irrespective of the amount of taxable income.
(ii) For Individuals, HUF, AOP, BOI:
159Particulars Surcharge Rate
If the net income does not exceed INR 5 million Nil
If the net income exceeds INR 5 million but does not 10%
exceed INR 10 million
If the net income exceeds INR 10 million but does not 15%
exceed INR 20 million
If the net income exceeds INR 20 million but does not 25%
exceed INR 50 million
If the net income exceeds INR 50 million 37%
Note:
- Highest surcharge rate applicable shall be 25% if the category of investors has opted to exercise option under
section 115BAC of the ITA.
- The surcharge on dividend income, long term capital gains and short-term capital gains under section 111A of
the ITA arising from disposal of REIT units shall not exceed 15%, even if the income exceeds INR 20 million.
- Health and education cess: In all cases, health and education cess will be levied at the rate of 4% of the income
tax and surcharge.
E. Notes:
1) The information provided in this statement sets out the possible tax benefits available to the unitholders in a
summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase,
ownership and disposal of units of the Scheme of the Trust, under the current tax laws presently in force in India.
It is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. Investors are
advised to consult their own tax consultant with respect to the tax implications of an investment in the units
particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or
may have a different interpretation impacting the provisions/benefits if any, which an investor can avail.
2) The stated possible tax benefits will apply only to the sole/first named holder in case the units are held by joint
holders.
3) In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to
benefits available, if any, under the applicable DTAA, if any, between India and the country in which the non-
resident has fiscal domicile.
4) This statement of tax provisions enumerated above is as per the ITA as amended by the Finance Act (No. 2) 2025.
This statement sets out the provisions applicable to the Scheme of the Trust and its unitholders under the current
tax laws presently in force in India for FY 2025-26. Several of these provisions and benefits if any, are dependent
on the Scheme of the Trust or its unitholders fulfilling the conditions prescribed under the relevant tax laws.
5) The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law
benefits or benefit under any other law.
6) No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views
are based on the existing provisions of law and its interpretation, which are subject to changes from time to time.
We do not assume responsibility to update the views consequent to such changes
160THE ISSUE
The following is a general summary of the terms of the Issue. This summary should be read in conjunction with, and is
qualified in its entirety by, the more detailed information appearing elsewhere in this Key Information of the Scheme:
Issue Up to [●] Celestia Units aggregating up to ₹ 2,446.50 million
Less
Investment Manager portion (5% of the Issue) Up to [●] Celestia Units aggregating up to ₹ [●] million
Accordingly
Net Issue Up to [●] Celestia Units aggregating up to ₹ [●] million
Comprising
Fresh Issue Up to [●] Celestia Units aggregating up to ₹ [●] million
Of which
Institutional Investor Portion (not more than 75% Not more than [●] Celestia Units
of the Net Issue)
Non Institutional Investor Portion (not less than Not less than [●] Celestia Units
25% of the Net Issue)
Floor Price ₹ [●]
Cap Price ₹ [●]
Issue Price ₹ [●]
Face Value Not applicable
Minimum Bid Size ₹ 10,00,000
Bid/ Issue Opening Date Friday, April 10, 2026
Bid/ Issue Closing Date(1) Thursday, April 16, 2026
Trustee Axis Trustee Services Limited
Investment Manager PropShare Investment Manager Private Limited
Authority for the Issue The Issue was authorised and approved by the board of directors of the Investment
Manager on January 8, 2026.
Tenure of the Trust The Trust shall remain in force perpetually until it is dissolved or terminated in
accordance with the Trust Deed and the REIT Regulations. For details, see “Formation
Transaction in relation to PropShare Celestia” on page 71 of this Key Information of
the Scheme and “The Trustee” in the Key Information of the Trust.
Celestia Units issued and outstanding NIL
immediately prior to the Issue
Celestia Units issued and outstanding [●]
immediately after the Issue
Investment Manager Units Up to [●] Celestia Units to the Investment Manager
The minimum Celestia Units to be subscribed and allotted to the Investment Manager
pursuant to the Issue.
Distribution See “Distributions” on page 124 of this Key Information of the Scheme.
161Indian Taxation See “Taxation” on page 152.
Use of proceeds See “Use of Proceeds” on page 135.
Listing and timelines for Listing Prior to this Issue, there was no market for the Celestia Units. The Celestia Units are
proposed to be listed on the BSE. In-principle approvals for listing of the Celestia Units
have been received from BSE on February 5, 2026. The Investment Manager shall
apply to BSE for the final listing and trading approvals post closure of the Issue. The
Celestia Units are required to be listed within six Working Days from the Bid/ Issue
Closing Date.
Designated Stock Exchange BSE Limited
Transfer Restriction See “Rights of Celestia Unitholders” on page 188.
Closing Date The date on which Allotment of the Celestia Units pursuant to the Issue is expected be
made, i.e. on or about Monday, April 20, 2026
Ranking The Celestia Units being issued and transferred shall rank pari passu in all respects,
including rights in respect of distribution. The Celestia Unitholders will be entitled to
participate in distribution, if any, declared by the Trust after the date of Allotment
See “Rights of Celestia Unitholders” on page 188.
Alteration of terms of the Issue In case of any alteration of the terms of the Celestia Units, including the terms of the
Issue, which may adversely affect the interest of the Celestia Unitholders, an approval
from the Celestia Unitholders shall be required where the votes cast in favour of the
resolution shall be more than the votes cast against the resolution.
Lock-in and Rights of Celestia Unitholders For details, see “Information concerning the Celestia Units” and “Rights of Celestia
Unitholders” on pages 166 and 188, respectively.
Risk Factors Prior to making an investment decision, investors should carefully consider the matters
discussed under “Risk Factors” on page 49.
(1) The Investment Manager in consultation with the Lead Manager, may consider closing the Bid/ Issue Period for Institutional Investors one Working
Day prior to the Bid/ Issue Closing Date in accordance with the SEBI Guidelines.
As per the REIT Regulations, the aggregate value of the assets held by PropShare Celestia prior to the Allotment of Celestia
Units in the Issue equals or exceeds ₹ 500 million and does not exceed ₹ 5,000 million. The minimum number of Unitholders
of PropShare Celestia other than the Investment Manager, its related parties and associates of the Trust are not less than two
hundred investors.
Allocation to Bidders in all categories, if any, shall be made on a proportionate basis within the specified investor categories
and the number of Celestia Units Allotted shall be rounded off to the nearest integer, subject to minimum Allotment in
accordance with the REIT Regulations and the SEBI Guidelines.
The Net Issue is being made through the Book Building Process, wherein not more than 75% of the Net Issue shall be available
for Allocation to Institutional Investors on a proportionate basis and balance 25% of the Net Issue shall be available for
Allocation to Non-Institutional Investors in accordance with the REIT Regulations and the SEBI Guidelines.
In case of under-subscription in any category, the unsubscribed portion in either category may be Allotted to Bidders in the
other category at the discretion of the Investment Manager, in consultation with the Lead Manager and the Designated Stock
Exchange.
There shall not be multiple classes of Celestia Units. Further, in accordance with the REIT Regulations and SEBI Guidelines,
no Celestia Unitholder shall enjoy superior voting rights or any other rights over another Celestia Unitholder. There shall be
only one denomination of Celestia Units at any given time. The Investment Manager shall comply with such disclosure and
accounting norms as may be specified by SEBI from time to time.
In case the Trust does not receive (i) the minimum subscription of 100% of the Fresh Issue specified in this Key Information
of the Scheme; or (ii) subscription for the minimum public unitholding in accordance with REIT Regulations, or (iii) if to the
number of prospective Allottees forming part of the public is less than 200, our Investment Manager shall refund the entire
subscription money received. In case the Trust receives oversubscription of the Net Issue, then our Investment Manager, in
consultation with the Lead Manager, reserves the right to retain oversubscription of not less than 25% of the Net Issue in
162accordance with the REIT Regulations and SEBI Guidelines. Our Investment Manager, in consultation with the Lead
Manager, will decide whether or not to retain any oversubscription in the Net Issue only after the Bid/ Issue Closing Date.
No person connected with the Net Issue shall offer any incentive, whether direct or indirect, in any manner, whether in cash
or kind or services or otherwise to any person for making an application for Allotment of Celestia Units. The Celestia Units,
on Allotment, shall be traded only in the dematerialized segment of the Stock Exchange.
For further details, including in relation to manner and method of application, see “Issue Information” on page 167.
163ISSUE STRUCTURE
Initial public offering of up to [●] Celestia Units for cash at price of ₹ [●] per Celestia Unit aggregating up to ₹ 2,446.50
million by PropShare Celestia. This Issue is being made through the Book Building Process or any other process in accordance
with applicable laws.
Particulars Institutional Investors Non Institutional Investors
Number of Celestia Units available for Not more than [●] Celestia Units Not more than [●] Celestia Units
Allotment/Allocation(1)
Percentage of Net Issue size available for Not more than 75% of the Net Issue Not less than 25% of the Net Issue
Allotment/Allocation
Basis of Allotment/ Allocation if respective Proportionate Proportionate
category is oversubscribed
Minimum Bid 1 Celestia Unit and in multiples of 1 1 Celestia Unit and in multiples of 1
Celestia Unit thereafter Celestia Unit thereafter
Maximum Bid (subject to applicable limits) Such number of Celestia Units (in Such number of Celestia Units (in
multiples of 1 Celestia Units) not multiples of 1 Celestia Units) not
exceeding the size of the Net Issue exceeding the size of the Net Issue
Mode of Allotment Compulsorily in dematerialised form Compulsorily in dematerialised form
Bid Lot 1 Celestia Unit and in multiples of 1 1 Celestia Unit and in multiples of 1
Celestia Unit thereafter Celestia Unit thereafter
Allotment Lot 1 Celestia Unit and in multiples of 1 1 Celestia Unit and in multiples of 1
Celestia Unit thereafter Celestia Unit thereafter
Trading Lot Such number of Celestia Units, the value Such number of Celestia Units, the value
of which is not less than ₹ 10,00,000 of which is not less than ₹ 10,00,000
Who can apply(2) (i) QIBs; or Bidders other than Institutional Investors,
eligible to apply in this Net Issue
(ii) family trusts or intermediaries
registered with SEBI, all with net-
worth of more than ₹ 5,000 million,
as per the last audited financial
statements
Terms of Payment Full Bid Amount shall be blocked by the Full Bid Amount shall be blocked in the
SCSBs in the bank account of the ASBA bank account of the Non-Institutional
Bidder that is specified in the Bid cum Investor that is specified in the Bid cum
Application Form. (3) Application Form. (3)
(1) Subject to valid Bids being received at or above the Issue Price
(2) In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder
of the beneficiary account held in joint names. The signature of only the First Bidder would be required in the Bid cum Application Form and such
First Bidder would be deemed to have signed on behalf of the joint holders. Bidders are advised to consult their own advisors with respect to any
restrictions or limitations that may be applicable to them, including any restrictions or limitations in relation to their ability to invest in the Celestia
Units. By making a Bid (including any revision thereof), the Bidder will be deemed to have represented to the Investment Manager, the Trustee, the
Lead Manager and the Syndicate Members that it is eligible to participate in the Issue and be allotted Celestia Units under applicable law
(3) In case of ASBA Investors, the SCSBs shall be authorised to block such funds in the bank account of the Investor that are specified in the Bid cum
Application Form
In case of under-subscription in any investor category, the unsubscribed portion in either the Institutional Investor Portion or
Non-Institutional Investor Portion may be Allotted to the applicants in the other category at the discretion of the Investment
Manager, in consultation with the Lead Manager.
Indicative Issue Timeline
Event Indicative Date
Bid/ Issue Opening Date Friday, April 10, 2026
Bid/ Issue Closing Date Thursday, April 16, 2026 (1)
Finalization of the Basis of Allotment On or about Friday, April 17, 2026
164Event Indicative Date
Designated Date On or about Monday, April 20, 2026
Closing Date On or about Monday, April 20, 2026
Initiation of refunds On or about Monday, April 20, 2026
Listing Date On or about Friday, April 24, 2026
1. The Investment Manager may in consultation with the Lead Manager, consider closing the Bid/ Issue Period for Institutional Investors one Working
Day prior to the Bid/ Issue Closing Date in accordance with the SEBI Guidelines
The above timetable is indicative and does not constitute any obligation or liability on the Trust, the Investment
Manager, the Trustee or the Lead Manager.
While the Investment Manager shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Celestia Units on the BSE are taken within six Working Days of the Bid/ Issue
Closing Date, the timeline may change due to various factors, including any extension of the Bid/ Issue Period by the
Investment Manager due to any revision(s) of the Price Band or any delay in receiving the final listing and trading
approval from the Stock Exchange or any force majeure, banking strike or similar circumstances. The commencement
of trading of the Celestia Units will be entirely at the discretion of the BSE and in accordance with the applicable laws.
Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (IST) during the Bid/ Issue Period
(except the Bid/ Issue Closing Date) at the Bidding Centres and the Designated Branches mentioned on the Bid cum
Application Form. Bidders are not allowed to withdraw or lower their Bid (in terms of number of Celestia Units or the Bid
Amount) at any stage. Bidders can make upward revisions in their Bids, subject to applicable law. It is clarified that Bids not
uploaded on the electronic bidding system would be rejected. Due to limitation of the time available for uploading the Bids
on the Bid/ Issue Closing Date, Investors are advised to submit their Bids one day prior to the Bid/ Issue Closing Date and, in
any case, no later than 1.00 p.m. IST on the Bid/ Issue Closing Date. Any time mentioned in this Key Information of the
Scheme is IST. Investors are cautioned that, in the event a large number of Bids are received on the Bid/ Issue Closing Date,
some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for
Allocation under the Issue. Bids will be accepted only on Business Days i.e., Monday to Friday (excluding any public holiday).
None among the Trust, the Investment Manager, the Trustee or any member of the Syndicate is liable for any failure in
uploading the Bids due to faults in any software/hardware system or otherwise.
In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum
Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchange shall be taken as
the final data for the purpose of Allotment.
The Investment Manager, in consultation with the Lead Manager, reserves the right to revise the Price Band during the Bid/
Issue Period. In case the Price Band is revised, the Issue Period shall be extended for a minimum period of three Working
Days, subject to the total Bid/ Issue Period not exceeding 30 days. Provided, that in case of force majeure, banking strike or
similar circumstances, the Trust, for reasons to be recorded in writing, may extend the Bid/ Issue Period for a minimum period
of three Working Days, subject to total Bid/ Issue Period not exceeding 30 days. The revised Price Band and Issue Period will
be widely disseminated by notification to the Designated Intermediaries and BSE, and also by indicating the change on the
websites of the Trust, the Lead Manager and the Stock Exchange and at the terminals of the Members of the Syndicate. In
accordance with the REIT Regulations and the SEBI Guidelines, the Price Band cannot be revised more than two times during
the Bid/ Issue Period.
165INFORMATION CONCERNING THE CELESTIA UNITS
Unitholding of PropShare Celestia on behalf of the Trust
Particulars Number of Celestia Units*
Celestia Units issued and outstanding prior to the Issue NIL
Celestia Units issued and outstanding after the Issue [●]
* To be determined upon finalization of the Issue Price and updated in the Final Key Information of the Scheme prior to filing with SEBI and the Stock
Exchange
Unitholders holding more than 5% of the Units of the PropShare Celestia
S. No. Name of Celestia Unitholders Post-Issue*
Number of Celestia Units Percentage of holding (%)
1. [●] [●] [●]
* To be determined upon finalization of the Issue Price and updated in the Final Key Information of the Scheme prior to filing with SEBI and the Stock
Exchange
Pro forma Net Asset Value
S. No. Particulars As at [●] As at [●]
Book value* Fair value*
1. Net Assets before the Issue (₹ million) NA [●]
2. Fresh Issue (₹ million) [●] [●]
3. Net Assets after the Issue (₹ million) [●] [●]
4. Units issued and outstanding after the Issue [●] [●]
5. Pro forma NAV per Unit after the Issue (₹) [●] [●]
* To be updated in the Final Key Information of the Scheme
Unitholding of the Investment Manager and the Trustee
The Investment Manager will hold [●] Units of the PropShare Celestia, aggregating to [●]% of the issued and paid-up Celestia
Units.
Investment Manager lock-in
In terms of the REIT Regulations, there will be no leverage in the PropShare Celestia at the time of listing of Celestia Units
on the Stock Exchange, hence the Investment Manager shall hold at least 5% of Celestia Units on a post-Issue basis,
aggregating to [●] Celestia Units, which shall be locked-in for a period of three years from the date of listing of the Celestia
Units. Further, in a scheme of the Trust which has opted to undertake leverage as per disclosures in the draft key information
of the scheme filed for initial offer, the Investment Manager shall hold at least 15% of the total outstanding units of the
respective schemes at all times. Details of Units proposed to be locked-in is set out below:
Name No. of Celestia Units Percentage of post-Issue Celestia Units
(%)
Investment Manager [●] [●]
Additionally, the unitholding of the Investment Manager exceeding 5% on a post-Issue basis, aggregating to [●] Celestia
Units, shall be locked-in for a period of not less than one year from the date of listing of the Celestia Units.
Any change in control of the Investment Manager shall require the prior approval of the Celestia Unitholders and SEBI in
accordance with the REIT Regulations.
Manager employee incentivization plan
In order to incentivize the eligible employees of the Investment Manager, a unit-based benefit scheme or plan may be adopted,
which may be implemented either by the Investment Manager in accordance with the REIT Regulations.
Other Unitholders’ lock-in
Any person other than the Investment Manager holding Celestia Units prior to the Issue, shall hold the Celestia Units for a
period of not less than one year from the date of listing of the Celestia Units. The Investment Manager is subject to lock-in
restrictions as described above.
166ISSUE INFORMATION
Below is a summary, intended to provide a general outline of the procedures for the bidding, application, payment, Allocation
and Allotment of the Celestia Units to be issued pursuant to the Issue. The procedure followed in the Issue may differ from
the one mentioned below, and investors are presumed to have apprised themselves of the same from the Investment Manager
or the Lead Manager.
The Bidders are advised to inform themselves of any restrictions or limitations that may be applicable to them and are required
to consult their respective advisers in this regard. Investors that apply in the Issue will be required to confirm and will be
deemed to have represented to the Trustee, the Investment Manager, the Lead Manager and their respective directors, officers,
agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and
approvals to acquire the Celestia Units. The Investment Manager and the Lead Manager and their respective directors,
officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such
investor is eligible to acquire the Celestia Units. The Investment Manager, the Trustee, the Lead Manager and Syndicate
Members, if any, do not accept any responsibility for the completeness and accuracy of the information stated in this section
and are not liable for any amendment, modification or change in the applicable law which may occur after the date hereof.
Authority for the Issue
The Issue was authorised and approved by the board of directors of the Investment Manager on January 8, 2026.
The Investment Manager has received the in-principle approval dated February 5, 2026 from the BSE for the listing of the
Celestia Units on the BSE. The Investment Manager has filed a copy of this Key Information of the Scheme and will file a
copy of the Final Key Information of the Scheme, with SEBI and the Stock Exchange.
The Celestia Units have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
Issue Procedure
This section applies to all Bidders. All Bidders shall mandatorily participate in the Issue through the ASBA process. Bidders
applying for Celestia Units in this Issue should carefully read the provisions applicable to them before submitting a Bid. All
Bidders are required to pay the full Bid Amount at the time of Bidding, by way of instructing the relevant SCSB to block the
full Bid Amount at the time of Bidding.
Book Building Process
As of the date of this Key Information of the Scheme, the Trust is eligible for the Issue in accordance with the REIT
Regulations. This Net Issue is being made through the Book Building Process, wherein not more than 75% of the Net Issue
shall be available for Allocation to Institutional Investors on a proportionate basis and balance 25% of the Net Issue shall be
available for Allocation to Non-Institutional Investors in accordance with the REIT Regulations and the SEBI Guidelines. In
case of undersubscription in any category, the unsubscribed portion in either category may be Allotted to Bidders in the other
category at the discretion of our Investment Manager, in consultation with the Lead Manager and the Designated Stock
Exchange.
ASBA Bidders, are required to submit their Bids through the Designated Intermediaries including the SCSBs with whom the
ASBA Account is maintained.
Bidders do not have the right to withdraw or lower their Bid (in terms of number of Celestia Units or Bid Amount) at
any stage. Bidders can only make upward revisions in their Bids, subject to applicable law.
Bidders should note that Allotment to successful Bidders will be only in the dematerialized form. Bid cum Application
Forms which do not have the details of the Bidders’ depository accounts including DP ID, PAN and Client ID will be
treated as incomplete and rejected. Bidders will not have the option of receiving Allotment in physical form. On
Allotment, the Celestia Units will be traded only on the dematerialized segment of the Stock Exchange.
Bid cum Application Form
Copies of the Bid cum Application Form and the abridged Key Information of the Scheme will be available at the offices of
the Lead Manager, the Syndicate Member, if any, the principal place of business of the Trust and the Designated
Intermediaries at the Bidding Centres. An electronic copy of the Bid cum Application Form will also be available on the
websites of the SCSBs and the BSE (www.bseindia.com).
167Bidders should use only the specified Bid cum Application Form bearing the stamp of a Designated Intermediary submitted
at Bidding Centres (except in case of electronic Bid cum Application Forms), for the purpose of making a Bid in terms of this
Key Information of the Scheme. Bid cum Application Forms (other than electronic Bid cum Application Forms), not bearing
such stamps are liable to be rejected. Before being issued to Bidders, the Bid cum Application Form will be serially numbered.
All Bidders shall mandatorily participate in the Issue only through the ASBA process.
An ASBA Bidder shall use the ASBA Form obtained from the Designated Intermediaries for the purpose of making a Bid. In
case of application in physical mode, the ASBA Bidder shall submit the ASBA Form with the relevant Designated
Intermediary. In case of application in electronic form, the ASBA Bidder shall submit the ASBA Form either through the
internet banking facility available with the SCSB, or such other electronically enabled mechanism for bidding and blocking
funds in the ASBA Account held with SCSB, and accordingly registering such Bids. The SCSB shall block an amount in the
ASBA Account equal to the Bid Amount specified in the ASBA Form.
The Bid cum Application Form will contain information about the Bidder and the price and number of Celestia Units that the
Bidder wishes to Bid for. Bidders will have the option to make a maximum of three Bids in the Bid cum Application Form
and such options will not be considered multiple Bids.
On filing of the Final Key Information of the Scheme with SEBI and the Stock Exchange, the Bid cum Application Form will
be treated as a valid application form for Allotment of the Celestia Units. On submission of the completed Bid cum Application
Form to a Designated Intermediary, the Bidder is deemed to have authorized the Investment Manager to make the necessary
changes in the Final Key Information of the Scheme as may be required under the REIT Regulations, SEBI Guidelines and
other applicable laws, for filing the Final Key Information of the Scheme with SEBI and the Stock Exchange without prior or
subsequent notice of such changes to the Bidder.
The prescribed colour of the Bid cum Application Forms for various categories is as follows:
Category Colour of Bid cum Application Form
Resident Indians White
Non-Residents including Eligible NRIs and FPIs and multilateral and bilateral development Blue
financial institutions, applying on a repatriation basis
Designated Intermediaries shall submit/deliver the Bid cum Application Forms of Bidders to the respective SCSBs where the
Bidders have a bank account and shall not submit it to any non- SCSB Bank or Escrow Collection Bank (unless such Escrow
Collection Bank is also an SCSB).
Who can Bid?
Each Bidder should check if it is eligible to apply under applicable law. Furthermore, certain categories of Bidders may not
be permitted to bid in the Issue or hold Celestia Units in excess of the limits specified under applicable law. Each Bidder is
required to Bid for a Minimum Bid Size of ₹ 1 million.
Bidders are advised to ensure that applications from them does not exceed the investment limits or maximum number of
Celestia Units that can be held by them under applicable law.
Subject to the above, an illustrative list of Bidders/Applicants is as follows:
(i) QIBs;
(ii) Family trusts or intermediaries registered with SEBI, all with net-worth of more than ₹5,000 million, as per the last
audited financial statements;
(iii) Indian nationals resident in India, competent to contract under the Indian Contract Act, 1872, in single or joint names
(not more than three) under the Non-Institutional Investor category;
(iv) Bids/Applications belonging to an account for the benefit of a minor (under guardianship) under the Non-Institutional
Investor category;
(v) Hindu Undivided Families (“HUFs”), in the individual name of the karta under the Non-Institutional Investor
category. Such Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum
Application Form as follows: “Name of Sole or first Bidder/Applicant: XYZ HUF applying through XYZ, where
168XYZ is the name of the karta”. Bids/Applications by HUFs may be considered at par with Bids/Applications from
individuals;
(vi) Companies, corporate bodies and societies registered under applicable law in India and authorized to invest in the
Units under the Non-Institutional Investor category;
(vii) FPIs which are individuals, corporate bodies and family offices, Bidding under the Non-Institutional Investor Portion;
(viii) Eligible NRIs, subject to applicable law under the Non-Institutional Investor category;
(ix) Indian financial institutions, regional rural banks, cooperative banks, other than QIBs (subject to RBI regulations,
the REIT Regulations, REIT Master Circular and other applicable law) under the Non-Institutional Investor category;
(x) Scientific organisations under the Non-Institutional Investor category, if so authorised in India to invest in the Units;
(xi) FPIs other than FPIs which are individuals, corporate bodies and family offices, under the QIB category;
(xii) Trusts (other than family trusts or REITs)/societies registered under the Societies Registration Act, 1860, as amended,
or under any other law relating to trusts/societies and who are authorized under their respective constitutions to hold
and invest in units of REITs; and
(xiii) Any other person eligible to Bid/ Apply in the Issue, under the laws, rules, regulations, guidelines and policies
applicable to them and under applicable law.
As per existing regulations, OCBs cannot participate in this Issue
The Parties to the Trust and the Members of the Syndicate are not liable for any amendment or modification or change
to applicable law, which may occur after the date of this Key Information of the Scheme. Bidders are advised to make
their independent investigations and satisfy themselves that they are eligible to apply. Bidders are advised to ensure
that application from them does not exceed the applicable investment limits or maximum number of Celestia Units
that can be held by them under applicable law.
The Trustee, the Valuer and the employees of the Valuer who were involved in the valuation of the Portfolio are not
permitted to Bid in this Issue.
The Celestia Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the
“Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and,
unless so registered, may not be offered or sold within the United States or to, or for the account or benefit of, “U.S.
persons” (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
Accordingly, the Units are being offered or sold only to persons outside the United States in offshore transactions to
non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulations S”) and the applicable laws of the
jurisdiction where those offers and sales occur.
All Other Celestia Units Issued and Sold in this Issue
Each purchaser that is acquiring the Celestia Units offered pursuant to this Issue outside the United States, by its acceptance
of this Key Information of the Scheme and of the Celestia Units offered pursuant to this Issue, will be deemed to have
acknowledged, represented to and agreed with the Trust and the Lead Manager that it has received a copy of this Key
Information of the Scheme and such other information as it deems necessary to make an informed investment decision and
that:
(i) the purchaser is authorized to consummate the purchase of the Celestia Units offered pursuant to this Issue in
compliance with all applicable laws and regulations;
(ii) the purchaser acknowledges that the Celestia Units offered pursuant to this Issue have not been and will not be
registered under the Securities Act or with any securities regulatory authority of any state of the United States and
accordingly may not be offered or sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act;
(iii) the purchaser is purchasing the Celestia Units offered pursuant to this Issue in an offshore transaction meeting the
requirements of Rule 903 of Regulation S under the Securities Act;
169(iv) the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Celestia Units offered
pursuant to this Issue, was located outside the United States at the time (i) the offer was made to it and (ii) when the
buy order for such Celestia Units was originated and continues to be located outside the United States and has not
purchased such Celestia Units for the account or benefit of any person in the United Sates or entered into any
arrangement for the transfer of such Celestia Units or any economic interest therein to any person in the United
States;
(v) the purchaser is not an affiliate of the Trust or a person acting on behalf of an affiliate;
(vi) if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Celestia Units, or any
economic interest therein, such Celestia Units or any economic interest therein may be offered, sold, pledged or
otherwise transferred only (A) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under
the Securities Act and (B) in accordance with all applicable laws, including the securities laws of the States of the
United States. The purchaser understands that the transfer restrictions will remain in effect until the Trust determines,
in its sole discretion, to remove them;
(vii) the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of the
purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S under the
Securities Act in the United States with respect to the Celestia Units;
(viii) the purchaser understands that such Celestia Units (to the extent they are in certificated form), unless the Trust
determines otherwise in accordance with applicable law, will bear a legend substantially to the following effect:
THE CELESTIA UNITS REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
(ix) The Trust will not recognize any offer, sale, pledge or other transfer of such Celestia Units made other than in
compliance with the above-stated restrictions; and
(x) the purchaser acknowledges that the Trust, the Lead Manager, their respective affiliates and others will rely upon the
truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of
such acknowledgements, representations and agreements deemed to have been made by virtue of its purchase of such
Celestia Units are no longer accurate, it will promptly notify the Trust, and if it is acquiring any of such Celestia
Units as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect
to each such account and that it has full power to make the foregoing acknowledgements, representations and
agreements on behalf of such account.
European Economic Area
In relation to each Member State of the European Economic Area (each an “EEA Member State”), no Celestia Units have
been offered or will be offered pursuant to the Issue to the public in that EEA Member State prior to the publication of a
prospectus in relation to the Celestia Units which has been approved by the competent authority in that EEA Member State
or, where appropriate, approved in another EEA Member State and notified to the competent authority in that EEA Member
State, all in accordance with the EU Prospectus Regulation, except that it may make an offer to the public in that EEA Member
State of any Celestia Units at any time under the following exemptions under the EU Prospectus Regulation:
(a) to any legal entity which is a qualified investor as defined under the EU Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the EU Prospectus
Regulation), subject to obtaining the prior consent of the Lead Manager for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation
provided that no such offer of the Celestia Units shall require the PropShare Celestia or Investment Manager to publish a
prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU
Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to the Celestia Units in any EEA Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and any
170Celestia Units to be offered so as to enable an investor to decide to purchase or subscribe for any Celestia Units, and the
expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129.
United Kingdom
In relation to the United Kingdom, no Celestia Units have been offered or will be offered pursuant to the Issue to the public
in the United Kingdom prior to the publication of a prospectus in relation to the Celestia Units which has been approved by
the Financial Conduct Authority in accordance with the UK Prospectus Regulation, except that it may make an offer to the
public in the United Kingdom of any Celestia Units at any time under the following exemptions under the UK Prospectus
Regulation:
(a) to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus
Regulation), subject to obtaining the prior consent of the Lead Manager for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation,
provided that no such offer of the Celestia Units shall require the Trust or Investment Manager to publish a prospectus pursuant
to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus
Regulation.
In the United Kingdom, the Issue is only addressed to, and is directed only at, “qualified investors” within the meaning of
Article 2(e) of the UK Prospectus Regulation, who are also (i) persons having professional experience in matters relating to
investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth bodies corporate, unincorporated associations
and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may
otherwise lawfully be communicated (all such persons being referred to as “relevant persons”). This document must not be
acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document
relates is available only to relevant persons and will be engaged in only with relevant persons.
For the purposes of this provision, the expression an “offer to the public” in relation to the Celestia Units in the United
Kingdom means the communication in any form and by any means of sufficient information on the terms of the Issue and any
Celestia Units to be offered so as to enable an investor to decide to purchase or subscribe for any Celestia Units, and the
expression “UK Prospectus Regulation” means the UK version of Regulation (EU) No 2017/1129 as amended by The
Prospectus (Amendment etc.) (EU Exit) Regulations 2019, which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018.
The Trust, the Underwriters and their affiliates, and others will rely upon the truth and accuracy of the foregoing
representation, acknowledgement and agreement.
Participation by associates and affiliates of the Lead Manager and Syndicate Members
The Lead Manager and the Syndicate Member(s), if any shall not be entitled to Bid for Celestia Units in this Issue in any
manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the Lead Manager
and the Syndicate Members may Bid for Celestia Units in the Issue, in the Institutional Investor Portion to such Bidders,
where the Allocation is on a proportionate basis and such subscription may be on their own account or on behalf of their
clients. All categories of investors, including associates or affiliates of the Lead Manager and Syndicate Members, shall be
treated equally for the purpose of Allocation to be made on a proportionate basis.
Bids by Eligible NRIs
Eligible NRIs are permitted to participate in the Issue subject to compliance with the applicable restrictions and conditions
which may be prescribed by the GoI from time to time.
(i) Bid cum Application Forms for Eligible NRIs applying will be available at the office of the Trust, the registered
office of the Investment Manager and with the Designated Intermediaries, as the case may be;
(ii) Only Bids accompanied by payment in freely convertible foreign exchange will be considered for Allotment;
(iii) In case of Bids by Eligible NRIs applying on repatriation basis, the Bid cum Application Form for Non-Residents
should be used and the payments must be made through normal banking channels or out of funds held in Non-
Resident External (“NRE”) Accounts or Foreign Currency Non-Resident (“FCNR”) Accounts, maintained with
171banks authorized to deal in foreign exchange in India, along with documentary evidence in support of the remittance.
Payment will not be accepted out of NRO Account of Eligible NRI bidding on a repatriation basis. Payment by drafts
should be accompanied by bank certificate confirming that the draft has been issued by debiting to NRE Account or
FCNR Account; and
(iv) In case of Bids by Eligible NRIs applying on non-repatriation basis, the payments may be made out of an NRO
Account and the Bid cum Application Form for Residents should be used.
Bids by FPIs
Foreign Portfolio Investors are permitted to participate in the Issue subject to compliance with Schedule II and Schedule VIII
of the FEMA Rules read with the applicable provisions of the Foreign Exchange Management (Mode of Payment and
Reporting of Non-Debt Instruments) Regulations, 2019, as amended and such other terms and conditions as may be prescribed
by SEBI from time to time. In accordance with the SEBI FPI Regulations, a FPI means a person who has been registered
under Chapter II of the SEBI FPI Regulations and shall be deemed to be an intermediary in terms of the provisions of the
SEBI Act.
In case of Bids by FPIs the payment should be made out of funds held in a Special Non-Resident Rupee Account by an inward
remittance through normal banking channels including debit to an NRE account or FCNR account along with documentary
evidence in support of the remittance. In case of Bids made by FPIs, a verified true copy of the certificate of registration issued
by the designated depository participant under the SEBI FPI Regulations is required to be attached along with the Bid cum
Application Form, failing which, the Investment Manager in consultation with the Lead Manager, reserve the right to reject
the Bid without assigning any reasons thereof.
All Non-Resident Investors including Eligible NRIs and FPIs should note that refunds, dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and/ or commission.
There is no reservation for NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other
categories for the purpose of Allocation.
Bids by SEBI registered VCFs and AIFs
The SEBI VCF Regulations prescribe, amongst others, the investment restrictions on VCFs registered with SEBI under the
said regulations. Further, the SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Further,
VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI
VCF Regulations until the existing fund or scheme managed by the fund is wound up and such funds shall not launch any
new scheme after the notification of the SEBI AIF Regulations. Additionally, VCFs and AIFs are subject to certain investment
restrictions, including with respect to the percentage of investible funds held in each investee entity. Under the SEBI AIF
Regulations, Category I and II AIFs are permitted to invest not less than 25% of the investible funds in one “investee company”
(which includes a REIT) and Category III AIFs are permitted to invest not more than 10% of the investible funds in one
“investee company” (which includes a REIT). Allotments made to VCFs and AIFs in the Issue shall be subject to the rules
and regulations that are applicable to each of them, respectively. There is no reservation for NRIs, FPIs and FVCIs and all
Bidders will be treated on the same basis with other categories for the purpose of Allocation.
Bids by Banking Companies
Bids may be made by banks as permitted by the RBI and is subject to conditions specified in the Prudential Guidelines –
Banks’ investment in units of REITs and InvITs dated April 18, 2017. In case of Bids made by banking companies registered
with the RBI, certified copies of (i) the certificate of registration issued by the RBI, and (ii) the approval of such banking
company’s investment committee are required to be attached to the Bid cum Application Form. Banks may participate in
public issuances by REITs within the overall ceiling of 20% of their net worth permitted for direct investments in shares,
convertible bonds/debentures, units of equity-oriented mutual funds and exposures to Venture Capital Funds (VCFs), subject
to the following conditions:
(i) Banks should put in place a board approved policy on exposures to REITs which lays down an internal limit on such
investments within the overall exposure limits in respect of the real estate sector and infrastructure sector;
(ii) Banks shall not invest more than 10% of the unit capital of a REIT; and
(iii) Banks should ensure adherence to the prudential guidelines issued by RBI from time to time on equity investments
by Banks, Classification and Valuation of Investment Portfolio, Basel III Capital requirements for Commercial Real
Estate Exposures and Large Exposure Framework, as applicable.
172Failing this, the Bid(s) may be rejected.
Bids by LLPs
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum
Application Form. Failing this, the Bid(s) may be rejected.
Bids by Provident Funds/Pension Funds
On March 2, 2015, the Ministry of Finance issued a notification allowing investments by non-government provident funds,
super-annuation funds and gratuity funds up to 5% in real estate investment trusts, as specified. On June 26, 2015, the Ministry
of Labour and Employment issued a notification allowing investments by provident funds up to 5% in real estate investment
trusts, as specified. The Pension Fund Regulatory and Development Authority issued circulars dated June 3, 2015 September
2, 2015 November 4, 2016 and May 4, 2017, respectively, allowing investments by national pension funds up to 5% in real
estate investment trusts, as specified. However, such investments by provident funds and pension funds will be subject to,
amongst others, the securities having a minimum of AA or equivalent rating from at least two credit rating agencies registered
with SEBI. In case of Bids made by provident funds/ pension funds, subject to applicable laws, with minimum corpus of ₹250
million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/pension fund
must be attached to the Bid cum Application Form. Failing this, the Bid(s) may be rejected.
Bids by Mutual Funds
Bids may be made by mutual funds under all its schemes, existing and future, subject to the investment conditions and other
restrictions prescribed under the Securities and Exchange Board of India (Mutual Funds) Regulations, 2026 (including, the
circular on mutual funds dated February 28, 2017, circular on reclassification of real estate investment trusts as equity related
instruments dated November 28, 2025 and any other circulars, notifications and guidelines issued thereunder).
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and
such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids
clearly indicate the scheme concerned for which the Bid has been made.
Bids by insurance companies
Bids may be made by insurance companies as permitted by the Insurance Regulatory and Development Authority of India in
terms of the Master Circular – Investments, 2016 (Version 2, May 2017) and the circular issued by the IRDAI entitled,
Investment in Units of Real Estate Investment Trusts (REIT) & Infrastructure Investment Trusts (InvIT) dated March 14,
2017. Insurance companies can invest in units of REITs which conform to the following:
(i) The REIT rated not less than “AA” which shall form part of approved investments. REITs rated less than AA shall
form part of other investments.
(ii) An insurer can invest not more than 3% of respective fund size of the Insurer (or) not more than 5% of the Celestia
Units issued by a single REIT, whichever is lower.
(iii) No investment shall be made in the REIT where the Investment Manager is under the promoter group of the insurer.
(iv) Investments in units of REIT will form part of “investment property” as per Note 6 to Regulation 9 of IRDAI
(Investment) Regulations, 2016 read along with Master Circular – Investments.
The investment in units of a REIT shall be valued at market value (last quoted price should not be later than 30 days). Where
market quote is not available for the last 30 days, the units shall be valued as per the latest NAV (not more than six months
old) of the units published by the trust.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible
FPIs (including FIIs), insurance companies, mutual funds, AIFs, insurance funds set up by the army, navy or air force of the
India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a
minimum corpus of ₹250 million (subject to Applicable Law) and pension funds with a minimum corpus of ₹250 million, a
certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy
of the memorandum of association and articles of association and/or bye laws must be lodged along with the Bid cum
173Application Form. Failing this, the Investment Manager, in consultation with the Lead Manager, reserve the right to accept or
reject any Bid in whole or in part, in either case, without assigning any reason thereof.
The Investment Manager, in consultation with the Lead Manager, in their absolute discretion, reserves the right to relax the
above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form.
The above information is given for the benefit of the Bidders. Each Bidder should check whether it is eligible to apply
under applicable law and ensure that any prospective Allotment to it in the Issue is in compliance with the investment
restrictions under applicable law. Certain categories of Bidders may not be allowed to Bid in the Issue or hold Celestia
Units exceeding certain limits specified under applicable law. The Parties to the Trust, and the Members of the
Syndicate are not liable for any amendment or modification or change to applicable law, which may occur after the
date of this Key Information of the Scheme.
Maximum and Minimum Bid Size
(i) Each Bidder is required to Bid for a Minimum Bid Amount of ₹ 1 million and in multiples of ₹ 1 million thereafter.
(ii) No Bidder shall Bid for such number of Celestia Units which exceeds the Issue size, subject to applicable investment
limits or maximum number of Celestia Units that can be held by them under applicable law.
(iii) The maximum Bid by any Bidder including Institutional Investors should not exceed the investment limits prescribed
for them under the applicable law.
The price and quantity options submitted by a Bidder in the Bid cum Application Form may be treated as optional bids from
the Bidder and may not be cumulated. After determination of the Issue Price, the highest number of Celestia Units Bid for by
a Bidder at or above the Issue Price may be considered for Allotment and the rest of the Bid(s), irrespective of the Bid Amount
may automatically become invalid.
Information for the Bidders:
(i) This Key Information of the Scheme has been filed with SEBI and the Stock Exchange at least five Working Days
before the Bid/ Issue Opening Date.
(ii) After the filing of this Key Information of the Scheme with SEBI and the Stock Exchange, the Investment Manager
(on behalf of the Trust) shall make a pre-Issue advertisement on the websites of the Trust, the Investment Manager
and the Stock Exchange. Further, such pre-Issue advertisement will also be published in all editions of Financial
Express (a widely circulated English national daily newspaper) and in all editions of Jansatta (a widely circulated
Hindi national daily newspaper) and in Bangalore edition of Vishwavani (a widely circulated Kannada national daily
newspaper, with wide circulation in Bengaluru).
(iii) Any Bidder (who is eligible to invest in the Celestia Units) may obtain the Bid cum Application Form, the Abridged
Key Information of the Scheme and this Key Information of the Scheme from the principal place of business of the
Trust, the office of the Investment Manager or any member of the Syndicate or from the Designated Intermediary.
(iv) The Bid/ Issue Period shall be for a minimum of three Working Days. In case the Price Band is revised, the Bid/
Issue Period shall be extended for a minimum period of one Working Day, subject to the total Bid/ Issue Period not
exceeding 30 Working Days. In case of force majeure, banking strike or similar circumstances, the Bid/ Issue Period
may be extended for a minimum period of three Working Days, subject to the total Bid/ Issue Period not exceeding
30 Working Days. The revised Price Band and Bid/ Issue Period will be widely disseminated by notification to the
SCSBs and Stock Exchange, and also by indicating the change on the websites of the Trust, the Investment Manager
and the Lead Manager and at the terminals of the Members of the Syndicate. In accordance with the REIT
Regulations, REIT Master Circular and the SEBI Guidelines, the Price Band cannot be revised more than two times
and differential price shall not be offered to any investor.
(v) The Designated Intermediaries will accept Bids during the Bid/ Issue Period in accordance with the terms of this Key
Information of the Scheme.
(vi) The Bids should be submitted on the prescribed Bid cum Application Form only. Bids by ASBA Bidders will be
accepted by Designated Intermediaries at the Bidding Centres in accordance with applicable law and any other
circulars issued by SEBI in this regard. Bid cum Application Forms should bear the stamp of the respective
Designated Intermediaries. Bid cum Application Forms (except electronic Bid cum Application Forms) which do
not bear the stamp of a member of the Designated Intermediaries are liable to be rejected.
174(vii) The Bidding Centres will acknowledge the receipt of the Bid cum Application Forms by stamping and returning to
the Bidder the Acknowledgement Slip. This Acknowledgement Slip will serve as the duplicate of the Bid cum
Application Form for the records of the Bidder.
Instructions for completing the Bid Cum Application Form
Bidders may note that Bid cum Application Forms not filled completely or correctly as per instructions provided in this Key
Information of the Scheme and the Bid cum Application Form are liable to be rejected.
Bids must be:
(i) made only in the prescribed Bid cum Application Form or Revision Form, as applicable;
(ii) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained here and
in the Bid cum Application Form. Incomplete Bid cum Application Forms or Revision Forms are liable to be rejected.
Bidders must provide details of valid and active DP ID, Client ID and PAN clearly and without error. Invalid
accounts, suspended accounts or where such account is classified as invalid or suspended shall not be considered for
Allotment. Bidders should note that the Members of the Syndicate and/or the SCSBs (as appropriate) will not be
liable for errors in data entry due to incomplete or illegible Bid cum Application Forms; and
(iii) In a single name or in joint names (not more than three, and in the same order as their Depository Participant details).
Bidders should also note that:
(i) information provided by the Bidders will be uploaded in the online system by the Designated Intermediaries and the
electronic data will be used to make Allocation/ Allotment. Bidders are advised to ensure that the details are correct
and legible;
(ii) Only the First Bidder/ Applicant is required to sign the Bid cum Application Form/ Application Form. Bidders/
Applicants should ensure that that thumb impressions and signatures other than in the languages specified in the
Eighth Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive
Magistrate under official seal; and
(iii) If the ASBA Account holder is different from the ASBA Bidder, the ASBA Form should be signed by the account
holder as provided in the ASBA Form.
General Instructions
Do’s:
(i) Check if you are eligible to apply as per the terms of this Key Information of the Scheme and under applicable laws
and approvals;
(ii) Ensure that you have Bid within the Price Band;
(iii) Read all the instructions carefully and complete the relevant Bid cum Application Form;
(iv) Ensure that the details about the PAN, DP ID, and Client ID are correct, and the Beneficiary Account is activated, as
Allotment of Celestia Units will be in dematerialized form only;
(v) Ensure that the Bids are submitted at the Bidding Centres only on the Bid cum Application Forms bearing the stamp
of Designated Intermediary;
(vi) Ensure that you have mentioned the correct ASBA Account number in the Bid cum Application Form;
(vii) Ensure that your Bid is submitted at a Bidding Centre of a Designated Intermediary. Further, ensure that the Bid cum
Application Form is signed by the ASBA Account holder if the Bidder is not the ASBA Account holder;
(viii) Ensure that you have correctly checked the authorization/undertaking box in the Bid cum Application Form, or have
otherwise provided an authorization to the SCSB via the electronic mode for the Designated Branch to block funds
in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of
submission of the Bid;
175(ix) Ensure that you have correctly checked the authorization box in the ASBA Form, or have otherwise provided an
authorization to the SCSB via the electronic mode for the Designated Branch to block funds in the ASBA Account
equivalent to the Bid Amount mentioned in the ASBA Form;
(x) Instruct your respective banks to not release the funds other than in relation to this Issue, blocked in the ASBA
Accounts;
(xi) Ensure that you receive an Acknowledgement Slip from the Designated Intermediary for the submission of your Bid
cum Application Form;
(xii) Submit revised Bids at the same Bidding Centre of a same Designated Intermediary, through which the original Bid
was placed and obtain a revised Acknowledgment Slip, as the case may be;
(xiii) Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the
securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20,
2006, may be exempted from specifying their PAN for transacting in the securities market, and (iii) persons exempt
under applicable law from holding a PAN, all Bidders should mention their PAN allotted under the IT Act. The
exemption for the Central or the State Government and officials appointed by the courts and for investors residing in
the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming
the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account
remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details
evidencing the same. All other applications in which the PAN is not mentioned will be rejected;
(xiv) In cases where the PAN is same, such Bids will be treated as multiple applications. Bidders should not submit the
GIR number instead of the PAN as the Bid is liable to be rejected on this ground. With effect from August 16, 2010,
the demat accounts of Bidders for whom PAN details have not been verified shall be “suspended for credit” and no
credit of Celestia Units pursuant to the Issue will be made into the accounts of such Bidders;
(xv) Ensure that the Demographic Details (as defined below) are updated, true and correct in all respects;
(xvi) Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;
(xvii) In case of joint Bids, the Bid cum Application Form should contain the name of only the First Bidder whose name
should also appear as the first holder of the beneficiary account held in joint names. Ensure that the signature of the
First Bidder in case of joint Bids, is included in the Bid cum Application Forms;
(xviii) Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant;
(xix) Ensure that the category and the investor status is indicated;
(xx) Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents are submitted;
(xxi) Ensure that Bids submitted by any person outside India are in compliance with applicable foreign and Indian laws;
and
(xxii) With respect to Bids by SCSBs, ensure that you have a separate account in your own name with any other SCSB
having clear demarcated funds for applying under the ASBA process and that such separate account (with any other
SCSB) is used as the ASBA Account with respect to your Bid.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Don’ts:
(i) Do not Bid for lower than the Minimum Bid Size of ₹1 million;
(ii) Do not submit a Bid in case you are not eligible to acquire Celestia Units under applicable law or your relevant
constitutional documents or otherwise;
176(iii) Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidders;
(iv) Do not submit the Bid for an amount more than funds available in your ASBA Account;
(v) Do not submit a Bid without payment of the entire Bid Amount;
(vi) Do not Bid less than the Floor Price or higher than the Cap Price;
(vii) Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Intermediary;
(viii) Do not pay the Bid Amount in cash, by money order or postal order or stockinvest and in relation to ABSA Bidders
in any other mode other than blocked amounts in the ASBA Accounts;
(ix) Do not send Bid cum Application Forms by post and only submit the same to a Designated Intermediary at a Bidding
Centre;
(x) Do not fill up the Bid cum Application Form such that the Celestia Units Bid for exceed, the Issue size or the
investment limit, or the maximum number of Celestia Units that can be held or the maximum amount permissible
under applicable laws;
(xi) Do not submit more than five Bid cum Application Forms per ASBA Account;
(xii) Do not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this ground;
(xiii) Do not submit incorrect details of DP ID, Client ID and PAN or give details for which demat account is suspended
or for which such details cannot be verified by the Registrar;
(xiv) Do not submit your Bid after the Bid/ Issue Closing Date;
(xv) Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the Depository); and
(xvi) Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Celestia Units or the Bid Amount)
at any stage.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Method and Process of Bidding
(i) The Investment Manager and the Lead Manager declared the Bid/ Issue Opening Date and Bid/ Issue Closing Date
at the time of filing this Key Information of the Scheme with SEBI and the Stock Exchange.
(ii) Post filing of this Key Information of the Scheme with SEBI and the Stock Exchange, the Investment Manager shall
make a pre-Issue advertisement on the websites of the Trust, the Investment Manager and the Stock Exchange.
Further, such pre-Issue will also be published in all editions of Financial Express (a widely circulated English national
daily newspaper), in all editions of Jansatta (a widely circulated Hindi national daily newspaper) and in Bangalore
edition of Vishwavani (a widely circulated Kannada national daily newspaper with wide circulation in Bengaluru)
(iii) The Price Band will be decided by the Investment Manager in consultation with the Lead Manager and shall be
disclosed at least two Working Days prior to the Bid/ Issue Opening Date on the websites of the Trust, the Investment
Manager and the Stock Exchange and in the newspapers where the pre-Issue advertisement will be published, if any.
(iv) Bidders who are interested in subscribing to the Celestia Units should approach any of the Designated Intermediaries
to register their Bids during the Bid/ Issue Period. The Designated Intermediaries will accept Bids from all Bidders
and will have the right to vet the Bids during the Bid/ Issue Period in accordance with the terms of the Syndicate
Agreement and/or this Key Information of the Scheme. The Bid/ Issue Period will be for at least three Working Days
and not exceeding 30 Working Days (including the days for which the Issue is open in case of revision in Price
Band). If the Price Band is revised, the revised Price Band and the Bid/ Issue Period will be disclosed on the websites
of the Trust, the Investment Manager, the Lead Manager, Syndicate Member, SCSBs and the Stock Exchange and
in the newspapers where the pre-Issue advertisement will be published.
(v) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices within the Price
Band and specify the demand (i.e., the number of Celestia Units Bid for) in each option. The price and demand
177options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the
Bidder and will not be cumulated. In case of an upward revision in the Price Band, in the event the Bidder does not
either revise the Bid or make additional payment and the Issue Price is higher than the Cap Price prior to revision,
the number of Celestia Units Bid for will be adjusted downwards for the purpose of Allotment, such that no additional
payment will be required from the Bidder and the Bidder shall be deemed to have approved such revised Bid. The
Bidder can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Celestia Units at
a specific price. No Bidder shall either withdraw or lower its Bid at any stage.
(vi) After determination of the Issue Price, the maximum number of Celestia Units Bid for by a Bidder at or above the
Issue Price will be considered for Allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Amount,
will become automatically invalid.
(vii) The Designated Intermediary will enter each Bid option into the electronic Bidding system as a separate Bid and
generate an Acknowledgement Slip, and SCSBs will generate an Acknowledgement Slip for each price and demand
option and will, on demand, give the same to the Bidder. Therefore, a Bidder can receive up to three
Acknowledgement Slips for each Bid cum Application Form.
(viii) On receipt of the Bid cum Application Form (whether in physical or electronic mode) the Designated Branch of the
SCSB will verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in
the ASBA Form, prior to uploading such Bids with the Stock Exchange. If sufficient funds are not available in the
ASBA Account, the Designated Branch of the SCSB will reject such Bids and will not upload such Bids with the
Stock Exchange. If sufficient funds are available in the ASBA Account, the SCSB will block an amount equivalent
to the Bid Amount mentioned in the ASBA Form and will enter each Bid option into the electronic bidding system
as a separate Bid.
(ix) Along with the Bid cum Application Form, all Bidders will make payment in the manner described under the
paragraph titled “Issue Information – Payment Instructions” on page 178.
Bidders’ Depository Account and Bank Account Details
Bidders should note that on the basis of Bidders’ PAN, DP ID, and Client ID provided by them in the Bid cum Application
Form and as entered into the electronic bidding system of the Stock Exchange by the Members of the Syndicate and the
SCSBs, as the case may be, the Registrar will obtain from the Depository the demographic details including the Bidders’
address, occupation and bank account details, including the nine-digit magnetic ink character recognition (“MICR”) code as
appearing on the cheque leaf (“Demographic Details”), from the Depository. The Demographic Details will be used for
giving refunds and Allocation advice (including through physical refund warrants, direct credit, NACH, NEFT and RTGS) to
the Bidders. Hence, Bidders are advised to immediately update their bank account details, PAN and Demographic Details as
appearing on the records of the Depository Participant and ensure that they are true and correct. Failure to do so could result
in delays in dispatch/credit of refunds to Bidders at the Bidders sole risk and none of the Lead Manager, the Registrar, the
Escrow Collection Bank, the SCSBs, the Investment Manager or the Trustee will have any responsibility or undertake any
liability for this. Accordingly, Bidders should carefully fill in their depository account details in the Bid cum Application
Form.
By signing the Bid cum Application Form, the Bidder is deemed to have authorized the Depositories to provide to the
Registrar, on request, the required Demographic Details as available in their records.
Bids with no corresponding record available with the Depositories matching the three parameters (namely, Bidders PAN (in
case of joint Bids, PAN of first Bidder), the DP ID, and Client ID), are liable to be rejected.
Payment mechanism for ASBA Bidders
The ASBA Bidders will specify the ASBA Account in the Bid cum Application Form and the SCSB will block an amount
equivalent to the Bid Amount in the ASBA Account so specified. The SCSB will keep the Bid Amount in the relevant ASBA
Account blocked until finalization of the Basis of Allotment and consequent transfer of the Bid Amount to the Public Issue
Account, or until withdrawal/ failure of the Issue or until rejection of the Bid, as the case may be.
In the event of rejection of the Bid cum Application Form, failure of the Issue or for unsuccessful Bid cum Application Forms,
the Registrar will give instructions to the SCSB to unblock the Bid Amount in the relevant ASBA Account and the SCSBs
will unblock the Bid Amount on receipt of such instruction.
Payment Instructions
178The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement amongst the Investment Manager, the Trustee (acting on behalf of the Trust), the Syndicate, the Escrow
Collection Bank and the Registrar to facilitate collections from Bidders.
The Escrow Collection Bank will act in terms of this Key Information of the Scheme and the Cash Escrow Agreement. On
the Designated Date, the Escrow Collection Bank will transfer the funds from the Escrow Account(s) as per the terms of the
Cash Escrow into the Public Issue Account with the Escrow Collection Bank and the Refund Account. The balance amount
after transfer to the Public Issue Account will be transferred to the Refund Account.
Cheques or bank drafts, cash, stockinvest, money orders or postal orders will not be accepted and is liable to be rejected.
Other Instructions
Joint Bids in case of Individuals
Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in
favour of the Bidder whose name appears first in the Bid cum Application Form or Revision Form. All communications will
be addressed to the First Bidder and will be dispatched to his or her address as per the Demographic Details received from the
Depository.
Multiple Bids
A Bidder should submit only one Bid for the total number of the Celestia Units required. Two or more Bids will be deemed
to be multiple Bids if the sole or first Bidder is the same. However, a Bidder can revise the Bid through the Revision Form.
In case of a mutual fund, subject to investment conditions as per applicable law, a separate Bid can be made in respect of each
scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will
not be treated as multiple Bids, provided that the Bids clearly indicate the scheme concerned for which the Bid is made.
After Bidding on an ASBA Form either in physical or electronic mode, where such ASBA Bid is submitted to the Designated
Intermediaries and uploaded with the Stock Exchange, an ASBA Bidder cannot Bid, either in physical or electronic mode, on
another ASBA Form or a non – ASBA Form. Submission of a second Bid cum Application Form, whether an ASBA Form,
to either the same or to another Designated Intermediary, or a non-ASBA Form, will be treated as multiple Bids and will be
liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the
Allocation or Allotment of Celestia Units in this Issue. However, the ASBA Bidder can revise the Bid through the Revision
Form.
More than one ASBA Bidder may Bid for Celestia Units using the same ASBA Account, provided that the SCSBs will not
accept a total of more than five ASBA from such ASBA Bidders with respect to any single ASBA Account.
The Investment Manager, in consultation with the Lead Manager, reserve the right to reject, in its absolute discretion, all or
any multiple Bids in any or all categories. A check will be carried out for the same PAN. In cases where the PAN is same,
such Bids will be treated as multiple applications.
Right to Reject Bids
In case of QIBs Bidding in the Institutional Investor Portion, the Members of the Syndicate may reject Bids provided that
such rejection will be made at the time of acceptance of the Bid and the reasons for rejecting such Bids will be provided to
such Bidder in writing. The Members of the Syndicate may also reject Bids if all information required is not provided and the
Bid cum Application Form is incomplete in any respect.
Grounds for Technical Rejections
Bidders are advised that incomplete or illegible Bid cum Application Forms will be rejected by the Designated Intermediaries.
Bidders are advised to note that Bids are liable to be rejected on technical grounds including the following:
(i) The Bid Amount mentioned in the Bid cum Application Form does not tally with the amount payable for the value
of the Celestia Units Bid for;
(ii) Application on plain paper;
(iii) In case of partnership firms (excluding LLPs), Celestia Units may be registered in the names of the individual partners
and no firm as such will be entitled to apply;
179(iv) Bid by persons not competent to contract under the Indian Contract Act, 1872, as amended, including minors.
However, minors can Bid through their guardians;
(v) PAN not stated (except for Bids on behalf of the Central or State Government, residents of Sikkim and the officials
appointed by the courts);
(vi) GIR number furnished instead of PAN;
(vii) Where PAN details are not verified by demat accounts, i.e. where the demat account is “suspended for credit”;
(viii) Bids for lower value of Celestia Units than specified for that category of Bidders;
(ix) Bids at a price less than the Floor Price;
(x) Bids at a price over the Cap Price;
(xi) Submission of more than five ASBA Forms per ASBA Account;
(xii) Bids for a value of less than ₹1 million;
(xiii) Bidder category not specified;
(xiv) Multiple Bids as described in this Key Information of the Scheme;
(xv) In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents not being
submitted;
(xvi) Bids accompanied by cash, stockinvest, money order or postal order;
(xvii) Signature of sole and/or the First Bidder (in case of joint Bids) is missing.
(xviii) Bid cum Application Form does not have the stamp of the Designated Intermediaries (except for electronic ASBA
Bids), as the case may be;
(xix) Bid cum Application Forms are not delivered by the Bidders within the time prescribed as per the Bid cum
Application Form, Bid/ Issue Opening Date advertisement and this Key Information of the Scheme and as per the
instructions in this Key Information of the Scheme and the Bid cum Application Forms;
(xx) Inadequate funds in the ASBA Account to block the Bid Amount specified in the ASBA Form at the time of blocking
such Bid Amount in the ASBA Account;
(xxi) Authorisation for blocking funds in the ASBA Account not provided;
(xxii) Bids for amounts greater than the maximum permissible amounts prescribed by applicable law;
(xxiii) Bids by OCBs;
(xxiv) Bids by persons in EEA Member States where the marketing of units has been registered or authorized (as applicable)
under the relevant national implementation of Article 42 of AIFMD, other than “Professional Investors” or any other
category of person to which such marketing permitted under the national laws of such EEA Member State. For further
details, please see “Notice to Investors – Notice to Prospective Investors in the European Economic Area” on page
8;
(xxv) Bank account details for the refund not given;
(xxvi) Bids by persons prohibited from buying, selling or dealing in the Celestia Units directly or indirectly by SEBI or any
other regulatory authority;
(xxvii) Bids by persons who are not eligible to acquire Celestia Units under applicable law or their relevant constitutional
documents or otherwise; and
(xxviii) Bids that do not comply with the securities laws of their respective jurisdictions;
IN CASE THE DP ID, CLIENT ID AND PAN MENTIONED IN THE BID CUM APPLICATION FORM AND
ENTERED INTO THE ELECTRONIC BIDDING SYSTEM OF THE STOCK EXCHANGE DO NOT MATCH
180WITH THE DP ID, CLIENT ID AND PAN AVAILABLE IN THE RECORDS WITH THE DEPOSITORIES THE
APPLICATION IS LIABLE TO BE REJECTED.
Electronic Registration of Bids
(i) The Designated Intermediaries will register the Bids received, using the online facilities of the Stock Exchange. The
Lead Manager, the Investment Manager and the Registrar are not responsible for any acts, mistakes or errors or
omission and commissions in relation to (i) the Bids accepted by the Designated Intermediaries, (ii) the Bids uploaded
by the Designated Intermediaries, (iii) the Bids accepted but not uploaded by the Designated Intermediaries or (iv)
Bids accepted and uploaded without blocking funds in the ASBA Accounts. It will be presumed that for the Bids
uploaded by the SCSBs, the Bid Amount has been blocked in the relevant ASBA Account.
(ii) The Stock Exchange will offer a screen-based facility for registering such Bids for the Issue. This facility will be
available on the terminals of the Designated Intermediaries and the SCSBs during the Bid/ Issue Period. The
Designated Intermediaries can also set up facilities for offline electronic registration of Bids subject to the condition
that it will upload the offline data file into the on-line facilities for book building on a regular basis.
(iii) On the Bid/ Issue Closing Date, the Designated Intermediaries will upload the Bids until such time as may be
permitted by the Stock Exchange. In order to ensure that the data uploaded is accurate, the Designated Intermediaries
may be permitted one Working Day after the Bid/ Issue Closing Date to amend some of the data fields (currently DP
ID, Client ID and PAN) entered by them in the electronic bidding system, after which the Registrar will proceed with
the Allotment of the Celestia Units. Bidders are cautioned that a high inflow of Bids is typically experienced on the
last Working Day of the Bidding, which may lead to some Bids received on the last Working Day, which may lead
to some Bids received on the last Working Day not being uploaded due to lack of sufficient uploading time. Such
Bids that could not uploaded will not be considered for Allocation. Bids will only be accepted on Working Days
(excluding any public holiday).
(iv) Based on the aggregate demand and price for Bids registered on the electronic facilities of the Stock Exchange a
graphical representation of consolidated demand and price will be made available at the Bidding centres and on the
websites of each of the Stock Exchange during the Bid/ Issue Period on regular intervals as per applicable law.
(v) At the time of registering each Bid, the Designated Intermediaries in case of ASBA Bids will enter the following
details of the Bidder in the electronic system:
• Name of the small and medium real estate investment trust;
• Bid cum Application Form/ASBA Form number;
• Investor Category;
• PAN of the first applicant;
• DP ID;
• Client ID;
• Number of Celestia Units Bid for; and
• Price option
(vi) A system generated Acknowledgment Slip will be given to the Bidder (only on demand) as a proof of the registration
of each of the Bidding options. It is the Bidders’ responsibility to obtain the Acknowledgement Slip from the
Designated Intermediaries. The registration of the Bid by the Designated Intermediary does not guarantee that the
Celestia Units will be allocated/ Allotted. Such Acknowledgment Slip will be non-negotiable and by itself will not
create any obligation of any kind.
(vii) The permission given by the Stock Exchange to use their network and software of the online IPO system should not
in any way be deemed or construed to mean that the compliance with various statutory and other requirements by
the Investment Manager and/ or the Lead Manager are cleared or approved by the Stock Exchange; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and
other requirements nor does it take any responsibility for the financial or other soundness of the Trust, the
management of the Investment Manager or the Trustee or any property of the Trust nor does it in any manner warrant,
181certify or endorse the correctness or completeness of any of the contents of this Key Information of the Scheme; nor
does it warrant that the Celestia Units will be listed or will continue to be listed on the Stock Exchange.
Build-up of the book and revision of Bids
(i) Bids received from various Bidders through the Designated Intermediaries will be electronically uploaded to the
Stock Exchange mainframe on a regular basis.
(ii) The book gets built up at various price levels. This information will be available with the Lead Manager at the end
of the Bidding Period.
(iii) During the Bid/ Issue Period, any Bidder who has registered his or her interest in the Celestia Units at a particular
price level is free to revise the Bid upwards within the Price Band using the printed Revision Form, which is a part
of the Bid cum Application Form.
(iv) Upward revisions can be made in both the desired number of Celestia Units and the Bid Amount by using the
Revision Form. Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the
details of all the options in his or her Bid cum Application Form or its previous Revision Form. For example, if a
Bidder has Bid for three options in the Bid cum Application Form and such Bidder is changing only one of the
options in the Revision Form, he must still fill the details of the other two options that are not being revised, in the
Revision Form. The Designated Intermediaries will not accept incomplete or inaccurate Revision Forms.
(v) The Bidder can make this upward revision any number of times during the Bid/ Issue Period. However, for any
revision(s) in the Bid, the Bidders will have to use the services of the same Designated Intermediary through whom
such Bidder had placed the original Bid. Bidders are advised to retain copies of the blank Revision Form and the
revised Bid must be made only in such Revision Form or copies thereof.
(vi) If revision of the Bids results in an incremental amount, the relevant SCSB will block the additional Bid Amount.
The Registrar will reconcile the Bid data and consider the revised Bid data for preparing the Basis of Allotment.
(vii) When a Bidder revises his or her Bid, he or she will surrender the earlier Acknowledgement Slip and will, on demand,
receive a revised Acknowledgment Slip from the Designated Intermediaries. It is the responsibility of the Bidder to
request for and obtain the revised Acknowledgment Slip, which will act as proof of his or her having revised the
previous Bid.
Price Discovery and Allocation
(i) Based on the Bids received and the demand generated at various price levels, the Investment Manager, in consultation
with the Lead Manager, will finalize the Issue Price.
(ii) In case of under-subscription in any category, the unsubscribed portion in either the Institutional Investor category
or the Non-Institutional Investor category may be allotted to applicants in the other category.
(iii) Allocation to Non-Residents, including Eligible NRIs and FPIs will be subject to applicable law.
(iv) The Investment Manager, in consultation with the Lead Manager, reserve the right to cancel the Issue any time after
the Bid/ Issue Opening Date, but before the Allotment without assigning any reasons whatsoever.
(v) No Bidders can withdraw or lower their Bids at any time.
Illustration of Book Building and Price Discovery Process
Bidders to note that the following example is solely for illustrative purposes and is not specific to the Issue.
Bidders can bid at any price within the price band. For instance, assume a price band of ₹20 to ₹24 per unit, issue size of 3,000
units and receipt of five bids from Bidders, details of which are shown in the table below. The illustrative book given below
shows the demand for the units of the issuer small and medium real estate investment trust at various prices and is collated
from bids received from various investors.
Bid Quantity Bid Price (₹) Cumulative Quantity Subscription
500 24 500 16.70%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.70%
182Bid Quantity Bid Price (₹) Cumulative Quantity Subscription
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the desired
number of units is the price at which the book cuts off, i.e. ₹22.00 in the above example. The issuer, in consultation with the
lead manager, will finalise the issue price at or below such Cut-off price, i.e., at or below ₹22.00. All bids at or above this
issue price and cut-off bids are valid bids and are considered for Allocation in the respective categories.
Signing of Underwriting Agreement
(i) The Trustee (acting on behalf of the Trust), the Investment Manager, the Lead Manager and the Syndicate Member
may enter into an Underwriting Agreement on or immediately after the finalization of the Issue Price.
(ii) After signing the Underwriting Agreement, the Investment Manager will update and file the updated Key Information
of the Scheme with SEBI and the Stock Exchange in terms of the REIT Regulations, REIT Master Circular and the
SEBI Guidelines, which then will be termed the “Final Key Information of the Scheme”. The Final Key Information
of the Scheme will contain details of the Issue Price and Issue size if any, underwriting arrangements and will be
complete in all material respects.
Issuance of Allotment Advice
(i) Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall send to the Syndicate
a list of the Bidders who have been allotted Celestia Units in the Issue.
(ii) The Registrar will then dispatch an Allotment Advice to the Bidders who have been allotted Celestia Units in the
Issue. The dispatch of an Allotment Advice shall be deemed a valid, binding and irrevocable contract for the Bidder.
Designated Date and Allotment of Celestia Units
On the Designated Date, the Registrar shall instruct the SCSBs to transfer funds represented by Allocation of Celestia Units
from ASBA Accounts into Public Issue Account. The balance amount after transfer to the Public Issue Account shall be
unblocked by the relevant SCSB. Whilst the Investment Manager shall ensure all steps for the completion of the necessary
formalities for the listing and the commencement of trading of the Celestia Units on the Stock Exchange are completed within
six Working Days of the Bid/ Issue Closing Date, the timetable may be extended due to various factors, such as extension of
the Bid/ Issue Period by the Investment Manager , revision of the Price Band or any delay in receiving the final listing and
trading approval from the Stock Exchange. The commencement of trading of the Celestia Units will be entirely at the
discretion of the Stock Exchange and in accordance with the Applicable Laws.
Bidders are advised to instruct their Depository Participant to accept the Celestia Units that may be Allotted to them in this
Issue.
Basis of Allotment
For Bidders
(i) The allotment of Celestia Units to Bidders shall be on proportionate basis within the specified investor categories
and the number of Celestia Units Allotted shall be rounded off to the nearest integer, subject to minimum Allotment
as per REIT Regulations, REIT Master Circular and the SEBI Guidelines.
(ii) In case of under-subscription in any investor category, the unsubscribed portion in the Institutional Investor category
may be allotted to applicants in the other category.
(iii) The aggregate Allotment to Institutional Investors will not exceed 75% of the Net Issue Size and balance 25% of the
Net Issue shall be available for Allocation to Non-Institutional Investors in accordance with the REIT Regulations,
REIT Master Circular and the SEBI Guidelines.
(iv) The identity of Institutional Investors shall not be made public.
Method of Proportionate Basis of Allotment in the Issue
In the event of the Issue being over-subscribed, the Investment Manager will finalize the Basis of Allotment in consultation
with the Designated Stock Exchange. The Designated Stock Exchange along with the Lead Manager, the Investment Manager
and the Registrar will be responsible for ensuring that the Basis of Allotment is finalized as per REIT Regulations and SEBI
Guidelines.
183The Allotment will be made on a proportionate basis as explained below:
(i) Bidders will be categorized according to the number of Celestia Units applied for.
(ii) The total number of Celestia Units to be allotted to each category as a whole will be arrived at on a proportionate
basis, which is the total number of Celestia Units applied for in that category (number of Investors in the category
multiplied by the number of Celestia Units applied for) multiplied by the inverse of the over-subscription ratio.
Number of Celestia Units to be allotted to the successful Bidders will be arrived at on a proportionate basis, which is total
number of Celestia Units applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio.
Celestia Units in Dematerialized Form with NSDL or CDSL
As per the REIT Regulations, the Allotment of Celestia Units in the Issue will be only in dematerialized form.
In this context, two agreements have been signed amongst the Trustee (acting on behalf of the Trust), the respective
Depositories and the Registrar:
(i) Agreement dated October 22, 2024, between NSDL, the Trustee (acting on behalf of the Trust) and the Registrar;
and
(ii) Agreement dated November 7, 2024, between CDSL, the Trustee (acting on behalf of the Trust) and the Registrar.
Bids from any Bidder without relevant details of his or her depository account are liable to be rejected.
(i) A Bidder applying for Celestia Units must have at least one valid beneficiary account with either of the Depository
Participants of either NSDL or CDSL prior to making the Bid.
(ii) Allotment to a successful Bidder will be credited in electronic form directly to the beneficiary account (with the
Depository Participant) of the Bidder.
(iii) Bid cum Application Forms or Revision Forms containing incomplete or incorrect details under the heading
“Bidder’s Depository Account Details” are liable to be rejected.
(iv) Celestia Units in electronic form can be traded only on the Stock Exchange having electronic connectivity with
NSDL and CDSL. The Stock Exchange where the Celestia Units are proposed to be listed have electronic
connectivity with CDSL and NSDL.
Communications
All future communications in connection with Bids made in this Issue should be addressed to the Registrar quoting the full
name of the sole or First Bidder, Bid cum Application Form number, PAN, Bidders depository account details, number of
Celestia Units applied for, date of Bid cum Application Form, name and address of the member of the Syndicate where the
Bid was submitted and cheque or draft number and issuing bank thereof or with respect to ASBA Bids, the bank account
number in which an amount equivalent to the Bid Amount was blocked.
Bidders can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as
non-receipt of letters of allotment, credit of allotted Celestia Units in the respective beneficiary accounts, refund orders etc.
In case of ASBA Bids submitted with the Designated Branches, Bidders can contact the relevant Designated Branch.
The Trust has obtained authentication on the SEBI SCORES platform and shall comply with the relevant circulars issued by
SEBI in relation to redressal of investor grievances through SCORES.
Payment of Refunds
In the case of Bidders other than ASBA Bidders, the Registrar will obtain from the Depositories the Bidders’ bank account
details, including the MICR code, on the basis of the DP ID and the Client ID provided by the Bidders in their Bid cum
Application Forms.
In the case of Bids from Eligible NRIs and FPIs, any refunds, and other distributions, will normally be payable in Indian
Rupees only and net of bank charges and/ or commission. Where desired, such payments in Indian Rupees will be converted
into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at
the time of remittance and will be dispatched by registered post. Neither the Investment Manager nor the Trustee will be
responsible for any loss incurred by Bidders on account of conversion of foreign currency.
184Mode of Refunds
Refunds for ASBA Bidders
In the case of ASBA Bidders, the Registrar will instruct the relevant SCSBs to unblock the funds in the relevant ASBA
Accounts to the extent of the Bid Amounts specified in the ASBA Forms for withdrawn, rejected or unsuccessful or partially
successful ASBA Bids, within 6 Working Days of the Bid/ Issue Closing Date.
Disposal of Applications and Application Moneys and Interest in Case of Delay
With respect to Bidders other than ASBA Bidders, the Investment Manager will ensure dispatch of Allotment advice, refund
orders (except for Bidders who receive refunds through electronic transfer of funds) and give benefit to the beneficiary account
with Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchange after the Allotment
of Celestia Units.
In case of Bidders who receive refunds through NACH, NEFT, direct credit or RTGS, the refund instructions will be given to
the clearing system within 6 (six) Working Days from the Bid/ Issue Closing Date. A suitable communication will be sent to
the Bidders receiving refunds through this mode within 6 (six) Working Days from the Bid/ Issue Closing Date, giving details
of the bank where refunds will be credited along with amount and expected date of electronic credit of refund.
Refund Orders or instructions to the SCSBs
In the case of ASBA Bidders, the Registrar will instruct the relevant SCSBs to unblock the funds in the relevant ASBA
Accounts to the extent of the Bid Amounts specified in the Bid cum Application Forms for withdrawn, rejected or unsuccessful
or partially successful ASBA Bids, within 6 Working Days of the Bid/ Issue Closing Date.
Interest in case of delay in dispatch of Allotment Advice or refund orders/ instruction to SCSB by the Registrar
Allotment, including the credit of Allotted Celestia Units to the beneficiary accounts of the Depository Participants, will be
made not later than 6 (six) Working Days of the Bid/ Issue Closing Date. If Allotment letters/ refund orders have not been
dispatched to the Bidders or if, in a case where the refund or portion thereof is made in electronic manner through direct credit,
NEFT, RTGS or NACH, the refund instructions have not been issued to the clearing system in the disclosed manner and/ or
demat credits are not made to investors within 6 Working Days from the Bid/ Issue Closing Date, the Investment Manager
will be liable to pay interest at 15% per annum, as prescribed under the REIT Regulations and other applicable laws.
The Trustee, the Investment Manager shall not have recourse to the Issue Proceeds until the final approval for listing and
trading of the Celestia Units from all the Stock Exchange where listing is sought has been received.
Withdrawal of the Issue
The Investment Manager, in consultation with the Trustee and the Lead Manager, reserve the right not to proceed with the
Issue at any time after the Bid/ Issue Opening Date but before Allotment. If the Investment Manager withdraw the Issue, it
will issue a public notice within two days or such other time as may be prescribed by SEBI in this regard, providing reasons
for not proceeding with the Issue. The Lead Manager, through the Registrar, will notify the SCSBs to unblock the ASBA
Accounts within one Working Day from the day of receipt of such notification. The notice of withdrawal will be made
available on our website and the websites of the Stock Exchange and will also be issued in the same newspapers where the
pre-Issue advertisements have appeared.
If the Investment Manager withdraw the Issue after the Bid/ Issue Closing Date and thereafter determines that they will
proceed with a further public offering of Celestia Units, it will file a fresh draft key information of the scheme with SEBI or
the Stock Exchange, as the case may be.
Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock
Exchange; and (ii) the final approval of the Final Key Information of the Scheme after it is filed with SEBI and the Stock
Exchange.
Minimum Subscription and Minimum Allotment
In case the Trust does not receive (i) the minimum subscriptions of 100% of the Fresh Issue; or (ii) subscription for the
minimum public unitholding stipulated under the REIT Regulations, or (iii) if the number of prospective investors is less than
200, the Investment Manager shall refund the entire subscription money received.
185BASIS FOR ISSUE PRICE
The Issue Price will be determined by the Investment Manager, in consultation with the Lead Manager, on the basis of
assessment of market demand for the Celestia Units offered through the Book Building Process and on the basis of quantitative
and qualitative factors as described below.
Bidders are requested to also refer to “Risk Factors”, and “Our Business and Property” on pages 49 and 25, respectively, to
make an informed investment decision.
The Price Band is ₹ [●] to ₹ [●].
Based on the evaluation of the qualitative and quantitative factors listed below, the equity value at the floor price, the cap
price and the Issue Price is as follows:
Particulars At Floor Price At Cap Price At Issue Price
Celestia Unit Value [●] [●] [●]
Number of Celestia Units Issued [●] [●] [●]
Qualitative Factors
We believe that some of the qualitative factors which form the basis for computing the Issue Price are as follows:
• Project Celestia is a part of Stratum @ Venus Grounds, a landmark IGBC Platinum-certified, Grade A+ mixed-use
commercial building, featuring a unique atrium .
• Sound business model with embedded rental growth and stable cash flows backed by a long WALE of 6.72 years.
• 100% occupancy by a diversified underlying tenant and end user portfolio comprising of 3 Fortune Global 500
companies, one Fortune 500 company and other notable tenants.
• Located within prime Nehru Nagar, between CBD & SBD and in proximity to major infrastructure developments
like the BRTS, metro and upcoming bullet train, with low vacancy and no upcoming Grade A+ supply.
• Experienced investment and asset management team with oversight and strong corporate governance through an
experienced Board and marquee investors.
For further details, see “Our Business and Property” on page 25.
Quantitative Factors
We believe that some of the quantitative factors which may form the basis for computing the Issue Price are as follows:
• Valuation provided by the Valuer
The Valuer has followed the income approach, wherein the value of the Project Celestia has been assessed through
the discounted cash flow method (basis term plus reversion) and is likely to reveal the market value estimate of the
Project Celestia. The assumptions based on which the value of the Project Celestia has been arrived at, have been
disclosed in the section entitled “Valuation Report” at Annexure 2.
• Projections
The Investment Manager has provided the projected revenue from operations, statement of projected net operating
income, statement of projected earnings before finance cost, tax, depreciation and amortization, statement of
projected cash flows from operating activities and statement of projected net distributable cash flows of the Scheme
for the financial years 2026*, 2027, 2028 and 2029. For details of the Projections and notes thereto, see “Projections”
at Annexure 1.
* Projections of income for the year ending March 31, 2026 (i.e., current financial year) includes projections beginning from January 1, 2026 to
March 31, 2026.
• Price/ Net Asset Value per Celestia Unit ratio in relation to Issue Price:
186Particulars Amount Price/ Net Asset Value per Unit
(in ₹) At Floor Price At Cap Price At Issue Price
Net Asset Value per Celestia Unit as of December 31, [●] [●] [●] [●]
2025 (1)
(1) Net assets in accordance with the projections have been used in the analysis. For further details, refer to “Projections” at Annexure 1.
• Comparison with Industry Peers
As on date of this Key Information of the Scheme there are no other listed schemes under the small and medium real
estate investment trusts in India except PropShare Platina (first scheme under Property Share Investment Trust) and
PropShare Titania (second scheme under Property Share Investment Trust). Accordingly, comparison with other
scheme of small and medium real estate investment trust is not included.
187RIGHTS OF CELESTIA UNITHOLDERS
The rights and interests of Celestia Unitholders are contained in this Key Information of the Scheme and the REIT Regulations.
Under the Trust Deed and the Investment Management Agreement, these rights and interests are safeguarded by the Trustee
and the Investment Manager. Any rights and interests of Celestia Unitholders as specified in this Key Information of the
Scheme would be deemed to be amended to the extent of any amendment to the REIT Regulations.
Face Value
The Celestia Units will not have a face value.
Beneficial Interest
Each Celestia Unit represents an undivided beneficial interest in the PropShare Celestia, scheme by the Trust. A Celestia
Unitholder has no equitable or proprietary interest in the Celestia SPVs (or any part thereof) and is not entitled to the transfer
of the assets of the Celestia SPVs (or any part thereof) or any interest in the Trust and PropShare Celestia’s assets (or any part
thereof). A Celestia Unitholder’s right is limited to the right to require due administration of the Trust in accordance with the
provisions of the Trust Deed and the Investment Management Agreement. The beneficial interest of each Celestia Unitholder
shall be equal and limited to the proportion of the number of Celestia Units held by that Celestia Unitholder to the total number
of Celestia Units.
Ranking
No Celestia Unitholder shall enjoy superior voting or any other rights over another Celestia Unitholder. Further, there shall
not be multiple classes of Celestia Units of. Each Celestia Unit allotted to the Celestia Unitholders shall have one vote for any
decisions requiring a vote of the Celestia Unitholders.
Redressal of grievances
The Trustee shall periodically review the status of Celestia Unitholder’s complaints and their redressal undertaken by the
Investment Manager. The Stakeholders’ Relationship Committee of the Investment Manager shall consider and resolve the
grievances of the Celestia Unitholders as per applicable laws. For details, see “Corporate Governance” in Key Information
of the Trust.
Distribution
The Celestia Unitholders shall have the right to receive distribution in the manner set forth in this Key Information of the
Scheme, Key Information of the Trust and/ or the Trust Deed, subject to the REIT Regulations.
Limitation to the Liability of Celestia Unitholders
The liability of each Celestia Unitholder of the PropShare Celestia (third scheme of the Trust) shall be limited to making the
capital contributions payable by it in respect of the Celestia Units subscribed by it. The Celestia Unitholders shall not be
responsible or liable, directly or indirectly, for acts, omissions or commissions of the Trustee, the Investment Manager or any
other person, whether or not such act, omission or commission, has been approved by the Celestia Unitholders in accordance
with the REIT Regulations or not.
Meeting of Celestia Unitholders
Meetings of Celestia Unitholders will be conducted in accordance with the REIT Regulations.
Passing of resolutions
1. With respect to any matter requiring approval of the Celestia Unitholders:
(i) a resolution shall be considered as passed when the votes cast by Celestia Unitholders, so entitled and voting,
in favour of the resolution exceed a certain percentage as specified in the REIT Regulations;
(ii) the voting may be done by postal ballot or electronic mode;
(iii) the voting threshold shall be calculated on the basis of Celestia Unitholders present and voting;
(iv) the Celestia Unitholders of the Scheme shall have the right to vote in any Celestia Unitholders’ meeting;
188(v) in case the PropShare Celestia proposes to purchase a property or proposes to sell a property at a value
which is greater than 105% or less than 95% of the value of property as assessed by the Valuer respectively,
approval from Celestia Unitholders shall be required wherein votes cast in favour of the resolution shall be
at least three times the number of votes cast against the resolution;
(vi) no person who is interested in any transaction as well as associates of such person(s) shall vote on any
matter related to that transaction;
(vii) a notice of not less than 21 days either in writing or through electronic mode shall be provided to the Celestia
Unitholders;
(viii) the Investment Manager shall be responsible for all the activities pertaining to the meeting of the Celestia
Unitholders, subject to overseeing by the Trustee.
Provided that for issues pertaining to the Investment Manager, including a change in Investment Manager,
removal of Investment Manager or change in control of Investment Manager, the Trustee shall convene and
handle all activities pertaining to conduct of the meetings. Provided further that, for issues pertaining to the
Trustee, including change in Trustee, the Trustee shall not be involved in any manner in the conduct of the
meeting.
(ix) for all Celestia Unitholders’ meetings, the Investment Manager shall provide an option to the Celestia
Unitholders to attend the meeting through video conferencing or other audio visual means and the option of
remote electronic voting;
2. Further, with respect to the PropShare Celestia:
(i) an annual meeting of all Celestia Unitholders shall be held not less than once a year, within 120 days from
the end of financial year and the time between two meetings shall not exceed 15 months;
(ii) with respect to the annual meeting of Celestia Unitholders, the Investment Manager shall place following
matters before the Celestia Unitholders for consideration of:
• latest annual accounts and audit report of the Trust and PropShare Celestia, and a report
on performance of PropShare Celestia;
• the appointment of, and fixing of the fees of the auditor and the valuer;
• latest valuation reports;
the above-mentioned matters shall require approval of Celestia Unitholders, where votes cast in
favour of the resolution shall be more than 50% of the total votes cast for the resolution or such
other percentage as may be prescribed under the REIT Regulations.
3. In case of the following, approval from Celestia Unitholders shall be required where votes cast in favour of the
resolution shall be more than 50% of the total votes cast for the resolution:
(i) any transaction, value of which is equal to or greater than 10% of the value of the assets of PropShare
Celestia;
(ii) any borrowing in excess of specified limit as required under Regulation 26U(5) of the REIT Regulations;
(iii) any issue, in the ordinary course of business, which in the opinion of the Investment Manager or Trustee, is
material and requires approval of the Celestia Unitholders;
(iv) any issue for which SEBI or the stock exchanges requires approval of the Celestia Unitholders; and
(v) increasing the period for compliance with investment conditions to one year in accordance with Regulation
26T(2A) of the REIT Regulations.
4. In case of the following, approval from Celestia Unitholders shall be required where votes cast in favour of the
resolution shall be at least 60% of the total votes cast for the resolution:
(i) any change in the Investment Manager, including removal of the Investment Manager or change in control
of the Investment Manager;
189(ii) any material change in investment strategy or any change in the fees payable to the Investment Manager by
the Trust;
(iii) any issue of Celestia Units after initial offer by PropShare Celestia of the Trust, in whatever form;
(iv) the Trustee and Investment Manager proposing to seek voluntary delisting of Celestia Units;
(v) any issue, not in the ordinary course of business, which in the opinion of Investment Manager or Trustee
requires approval of the Celestia Unitholders;
(vi) any issue for which SEBI or the stock exchanges requires approval of the Celestia Unitholders;
(vii) removal of the auditor or valuer and appointment of another auditor or valuer to the Trust;
(viii) change in the Trustee;
(ix) delisting of the PropShare Celestia if the Celestia Unitholders have sufficient reason to believe that such
delisting would act in the interest of the Celestia Unitholders; and
(x) extension of time period as specified under Regulation 26ZI(1)(b) of the REIT Regulations.
The Celestia Unitholders may request any matter to be taken up in the Celestia Unitholders’ meeting if 10% of the
Celestia Unitholders by value, apply in writing, to the Trustee and the Trustee shall require the Investment Manager
to place the matter for voting in the manner as specified in the REIT Regulations:
Provided that the request of the Celestia Unitholders for change in the trustee shall be sent, in writing, to the
Investment Manager, who shall, on receipt of such a request, place the matter for voting in the manner as specified
in accordance with the REIT Regulations.
Information rights
The PropShare Celestia (a scheme of the Trust) and the Investment Manager shall also submit such information to the Stock
Exchange and Celestia Unitholders on a periodical basis as may be required under the REIT Regulations and the Listing
Agreement. The Trust and the Investment Manager shall disclose to the Stock Exchanges, Celestia Unitholders and SEBI,
such information and in such manner as per applicable law.
Buyback and Delisting of Celestia Units
Any buyback, redemption, return of capital or delisting of Celestia Units, will be in accordance with the REIT Regulations.
190SECURITIES MARKET OF INDIA
The information in this section has been extracted from documents available on the website of SEBI and the stock exchanges
and has not been prepared or independently verified by the Parties to the Trust or the Lead Manager or any of their respective
affiliates or advisors. The information below is given for the benefit of investors in the Issue. Investors are advised to make
their independent investigations and ensure that they are eligible to subscribe to, purchase or otherwise acquire the units they
bid for under Indian laws or regulations.
The Indian Securities Market
India has a long history of organized securities trading. In 1875, the first stock exchange was established in Mumbai. The
BSE and the NSE, together hold a dominant position among the stock exchanges in terms of the number of listed companies,
market capitalisation and trading activity.
Stock Exchange Regulation
Indian stock exchanges are regulated primarily by SEBI, as well as by the Government acting through the Ministry of Finance,
Capital Markets Division, under the Securities Contracts (Regulation) Act, 1956 (“SCRA”) and the Securities Contracts
(Regulation) Rules, 1957 (“SCRR”). SEBI, in exercise of its powers under the SCRA and the SEBI Act, notified the Securities
Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 (“SCR (SECC) Regulations”),
which regulate inter alia the recognition, ownership and governance of stock exchanges and clearing corporations in India
together with providing for minimum capitalisation requirements for stock exchanges. The SCRA, the SCRR and the SCR
(SECC) Regulations along with various rules, bye-laws and regulations of the respective stock exchanges, regulate the
recognition of stock exchanges, the qualifications for membership thereof and the manner, in which contracts are entered into,
settled and enforced between members of the stock exchanges.
The SEBI Act empowers SEBI to regulate the Indian securities markets, including stock exchanges and intermediaries in the
capital markets, promote and monitor self-regulatory organisations and prohibit fraudulent and unfair trade practices.
Regulations concerning minimum disclosure requirements by public companies, rules and regulations concerning investor
protection, insider trading, substantial acquisitions of shares and takeover of companies, buy-backs of securities, employee
stock option schemes, stockbrokers, merchant bankers, underwriters, mutual funds, foreign portfolio investors, credit rating
agencies and other capital market participants have been notified by SEBI.
Listing and Delisting of units
The REIT Regulations provide for listing and delisting of units of small and medium real estate investment trusts on the stock
exchanges.
NSE
NSE was established by financial institutions and banks to provide nationwide online, satellite-linked, screen-based trading
facilities with market-makers and electronic clearing and settlement for securities including government securities,
debentures, public sector bonds and units. It has evolved over the years into its present status as one of the premier stock
exchanges of India. NSE was recognised as a stock exchange under the SCRA in April 1993 and commenced operations in
the wholesale debt market segment in June 1994. The capital market (equities) segment commenced operations in November
1994 and operations in the derivatives segment commenced in June 2000.
BSE
Established in 1875, it is the oldest stock exchange in India. In 1957, it became the first stock exchange in India to obtain
permanent recognition from the Government under the SCRA. It has evolved over the years into its present status as one of
the premier stock exchanges of India. BSE is also the first stock exchange in India to get listed and operates in various
segments, including equities, derivatives, mutual funds, debt instruments, commodities, and currency trading.
Internet-based Securities Trading and Services
Internet trading takes place through order routing systems, which route client orders to exchange trading systems for execution.
Stockbrokers interested in providing this service are required to apply for permission to the relevant stock exchange and also
have to comply with certain minimum conditions stipulated by SEBI. The NSE became the first exchange to grant approval
to its members for providing internet-based trading services. Internet trading is possible on both the “equities” as well as the
“derivatives” segments of the NSE.
Trading Hours
191Trading on the NSE and BSE occur from Monday to Friday, between 9:15 a.m. and 3:30 p.m. IST (excluding the 15 minutes
pre-open session from 9:00 a.m. to 9:15 a.m. that has been introduced). The NSE and BSE are closed on public holidays. The
recognised stock exchanges have been permitted to set their own trading hours (in the cash and equity derivatives segments)
subject to certain conditions.
Trading Procedure
NSE has introduced a fully automated trading system called National Exchange for Automated Trading (“NEAT”), which
operates on strict time/price priority besides enabling efficient trade. NEAT has provided depth in the market by enabling
large number of members all over India to trade simultaneously, narrowing the spreads. BSE has introduced BSE Online
Trading (“BOLT”), an electronic trading platform that enables real-time, automated buying and selling of securities. It ensures
faster trade execution, transparency and seamless order matching for investors.
Depositories
The Depositories Act provides a legal framework for the regulation of depositories in securities and for matters connected
therewith or incidental thereto. Further, SEBI has framed regulations in relation to the registration of such depositories, the
registration of participants as well as the rights and obligations of the depositories, participants, companies and beneficial
owners. In India, the two primary depositories are National Securities Depository Limited and Central Depository Services
Limited.
192MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts, which are or may be deemed material have been entered into in due course. These contracts and also
the documents for inspection referred to hereunder, may be inspected at the principal place of business of the Trust, from
10:00 A.M. to 5:00 P.M., on all Working Days from the date of the Key Information of the Scheme until the date of listing of
the Celestia Units pursuant to this Issue. Any of the contracts or documents mentioned in this Key Information of the Scheme
may be amended or modified at any time, if so required in the interest of the Trust or if required by the other parties, without
reference to the Celestia Unitholders, subject to compliance with applicable law.
1. Trust Deed entered into between the Investment Manager (as the settlor) and the Trustee dated June 27, 2024
amended on July 19, 2024, February 21, 2025, and December 12, 2025.
2. SEBI registration certificate for the Property Share Investment Trust bearing number IN/SM-REIT/24-25/0001 dated
August 5, 2024, as a small and medium real estate investment trust.
3. Investment Management Agreement entered into between the Trustee (on behalf of the Trust), and the Investment
Manager dated June 27, 2024, amended on July 19, 2024, November 5, 2024, February 21, 2025 and December 23,
2025.
4. Agreement dated October 22, 2024, between NSDL, the Trust and the Registrar to the Issue.
5. Agreement dated November 7, 2024, between CDSL, the Trust and the Registrar to the Issue.
6. Issue Agreement entered into between the Trustee, the Investment Manager and the Lead Manager dated January 8,
2026.
7. Securities purchase agreements dated February 13, 2026, entered into amongst Celestia SPVs, shareholders of
Celestia SPVs, Trustee (on behalf of the PropShare Celestia) and the Investment Manager.
8. Securities subscription agreements dated February 13, 2026, entered into between the PropShare Celestia, the
Investment Manager and the Celestia SPVs.
9. Scheme loan agreements dated February 13, 2026, entered into between the Trustee (on behalf of the PropShare
Celestia), the Investment Manager and the Celestia SPVs.
10. Certified copies of the updated Memorandum and Articles of Association of the Investment Manager as amended
from time to time.
11. The registrar agreement entered into between the Registrar to the Issue, Trustee and the Investment Manager, dated
January 8, 2026.
12. The cash escrow agreement dated March 25, 2026, entered into between the Trustee, the Investment Manager, the
Lead Manager, the Registrar to the Issue and the Escrow Collection Bank.
13. The syndicate agreement dated March 25, 2026, entered into between the Trustee, the Investment Manager, the Lead
Manager and the Syndicate Member in relation to collection of Bid cum Application Forms by the Syndicate.
14. The underwriting agreement to be entered into between the Trustee (on behalf of the Trust and the Scheme), the
Underwriter and the Investment Manager.
15. Trademark license letter agreement dated September 18, 2024, and amended on November 18, 2024, executed
between the AltInvest Online Platform Private Limited (formerly known as PropertyShare Online Platform Private
Limited) and the Investment Manager
16. Board resolution of the Investment Manager dated January 8, 2026, authorizing this Issue.
17. Board resolution of the Investment Manager dated January 8, 2026, approving the Draft Key Information of the
Scheme.
18. Board resolution of the Investment Manager dated March 25, 2026, approving this Key Information of the Scheme
19. Consents from the (i) Lead Manager; (ii) Legal counsel to the Issue; (iii) Technical Consultant; (iv) Valuer; (v)
Registrar to the Issue; (vi) Compliance Officer of the Trust; (vii) Auditor; (viii) Industry Consultant; and (ix) Banker
to the Issue, as applicable.
19320. Valuation Report dated January 6, 2026, issued by KZEN Valtech Private Limited.
21. Title search report dated January 5, 2026, issued by Cyril Amarchand Mangaldas.
22. Projections of revenue from operations and cash flow from operating activities and the report dated January 8, 2026
thereon.
23. Industry report dated January 5, 2026 issued by Jones Lang LaSalle Property Consultants (India) Private Limited.
24. Technical Report dated January 5, 2026, issued by Colliers International (India) Property Services Private Limited.
25. Consent from Title Lawyer dated January 5, 2026.
26. The statement of tax benefits dated January 8, 2026, issued by the Auditor.
27. Net-worth certificate of the Investment Manager dated January 7, 2026, issued by JAA & Co.
28. The letter of intent dated November 28, 2025, supplemented by the addendum dated January 5, 2026 and March 24,
2026, executed amongst the Investment Manager and Seller.
29. In-principle listing approval dated February 5, 2026, issued by BSE.
30. Observations issued by SEBI dated February 10, 2026.
Any of the contracts or documents mentioned in this Key Information of the Scheme may be amended/modified at any time
if so, required in the interest of the Trust or if required by other parties, without reference to the Celestia Unitholders, subject
to compliance with applicable law.
194DECLARATION
The Trustee (on behalf of the Trust) hereby declares and certifies that all relevant provisions of the REIT Regulations, SEBI
Guidelines, SEBI Act, and all rules, regulations and guidelines issued by the GoI or SEBI (as the case may be) have been
compiled with and no statement made in the Key Information of the Scheme is contrary to the provisions of the REIT
Regulations, the SCRA, SEBI Guidelines, SEBI Act, and all rules, regulations, and guidelines issued by the GoI or SEBI (as
the case may be). The Trustee (on behalf of the Trust) further certifies that all the statements and disclosures in this Key
Information of the Scheme are material, true, correct, not misleading and adequate in order to enable the investors to make a
well-informed decision.
For Axis Trustee Services Limited (on behalf of the Trust)
Sd/-
Authorised Signatory
Date: March 25, 2026
Place: Bangalore
195DECLARATION
The Investment Manager hereby declares and certifies that all relevant provisions of the REIT Regulations, SEBI Guidelines,
SEBI Act, and all rules, regulations and guidelines issued by the GoI or SEBI (as the case may be) have been compiled with
and no statement made in the Key Information of the Scheme is contrary to the provisions of the REIT Regulations, the SCRA,
SEBI Guidelines, SEBI Act, and all rules, regulations, and guidelines issued by the GoI or SEBI (as the case may be). The
Investment Manager further certifies that all the statements and disclosures in this Key Information of the Scheme are material,
true, correct, not misleading and adequate in order to enable the investors to make a well informed decision.
For PropShare Investment Manager Private Limited
Kunal Moktan
Non-Independent Director
Sd/-
Date: March 25, 2026
Place: London
196DECLARATION
The Investment Manager hereby declares and certifies that all relevant provisions of the REIT Regulations, SEBI Guidelines,
SEBI Act, and all rules, regulations and guidelines issued by the GoI or SEBI (as the case may be) have been compiled with
and no statement made in the Key Information of the Scheme is contrary to the provisions of the REIT Regulations, the SCRA,
SEBI Guidelines, SEBI Act, and all rules, regulations, and guidelines issued by the GoI or SEBI (as the case may be). The
Investment Manager further certifies that all the statements and disclosures in this Key Information of the Scheme are material,
true, correct, not misleading and adequate in order to enable the investors to make a well informed decision.
For PropShare Investment Manager Private Limited
Hashim Qadeer Khan
Non-Independent Director
Sd/-
Date: March 25, 2026
Place: Bangalore
197DECLARATION
The Investment Manager hereby declares and certifies that all relevant provisions of the REIT Regulations, SEBI Guidelines,
SEBI Act, and all rules, regulations and guidelines issued by the GoI or SEBI (as the case may be) have been compiled with
and no statement made in the Key Information of the Scheme is contrary to the provisions of the REIT Regulations, the SCRA,
SEBI Guidelines, SEBI Act, and all rules, regulations, and guidelines issued by the GoI or SEBI (as the case may be). The
Investment Manager further certifies that all the statements and disclosures in this Key Information of the Scheme are material,
true, correct, not misleading and adequate in order to enable the investors to make a well informed decision.
For PropShare Investment Manager Private Limited
Benjamin Oliver Speat Cassey
Non-Independent Director
Sd/-
Date: March 25, 2026
Place: Dorset
198DECLARATION
The Investment Manager hereby declares and certifies that all relevant provisions of the REIT Regulations, SEBI Guidelines,
SEBI Act, and all rules, regulations and guidelines issued by the GoI or SEBI (as the case may be) have been compiled with
and no statement made in the Key Information of the Scheme is contrary to the provisions of the REIT Regulations, the SCRA,
SEBI Guidelines, SEBI Act, and all rules, regulations, and guidelines issued by the GoI or SEBI (as the case may be). The
Investment Manager further certifies that all the statements and disclosures in this Key Information of the Scheme are material,
true, correct, not misleading and adequate in order to enable the investors to make a well informed decision.
For PropShare Investment Manager Private Limited
Rachna Dikshit
Independent Director
Sd/-
Date: March 25, 2026
Place: Gurugram
199DECLARATION
The Investment Manager hereby declares and certifies that all relevant provisions of the REIT Regulations, SEBI Guidelines,
SEBI Act, and all rules, regulations and guidelines issued by the GoI or SEBI (as the case may be) have been compiled with
and no statement made in the Key Information of the Scheme is contrary to the provisions of the REIT Regulations, the SCRA,
SEBI Guidelines, SEBI Act, and all rules, regulations, and guidelines issued by the GoI or SEBI (as the case may be). The
Investment Manager further certifies that all the statements and disclosures in this Key Information of the Scheme are material,
true, correct, not misleading and adequate in order to enable the investors to make a well informed decision.
For PropShare Investment Manager Private Limited
Jagdish Chandra Sharma
Independent Director
Sd/-
Date: March 25, 2026
Place: Bangalore
200DECLARATION
The Investment Manager hereby declares and certifies that all relevant provisions of the REIT Regulations, SEBI Guidelines,
SEBI Act, and all rules, regulations and guidelines issued by the GoI or SEBI (as the case may be) have been compiled with
and no statement made in the Key Information of the Scheme is contrary to the provisions of the REIT Regulations, the SCRA,
SEBI Guidelines, SEBI Act, and all rules, regulations, and guidelines issued by the GoI or SEBI (as the case may be). The
Investment Manager further certifies that all the statements and disclosures in this Key Information of the Scheme are material,
true, correct, not misleading and adequate in order to enable the investors to make a well informed decision.
For PropShare Investment Manager Private Limited
Ramakrishnan Seshan
Independent Director
Sd/-
Date: March 25, 2026
Place: Mumbai
201ANNEXURE 1
PROJECTIONS
(This page has been left intentionally blank)Independent Auditor’s Report on projections of revenue from operations, net operating income, earnings before
interest, tax, depreciation and amortization, cash flow from operating activities and net distributable cash flows
and underlying assumptions
To,
The Board of Directors,
PropShare Investment Manager Private Limited
in its capacity as an investment manager of the Property Share Investment Trust
10th Floor, SKAV Seethalakshmi
21/22, Kasturba Road
Bangalore 560 001
Karnataka, India
1. We have examined the accompanying statement of projected revenue from operations, statement of projected
net operating income, statement of projected earnings before finance cost, tax, depreciation and amortization,
statement of projected cash flows from operating activities and statement of projected net distributable cash
flows of PropShare Celestia (the “Scheme”) and its proposed subsidiaries Samvrid Realty Private Limited
(“SRPL”), Magnivio Private Limited (“MPL”), Stathos Private Limited (“SPL”), Cendrix Realty Private
Limited (“CRPL”), Crestmont Realty Private Limited (“CMRPL”), Dhrivya Estates Private Limited (“DEPL”)
(the “Celestia SPVs”) (the Scheme and Celestia SPVs together referred to as the “Celestia Group”), for the
years ending March 31, 2026, March 31, 2027, March 31, 2028 and March 31, 2029 along with the basis of
preparation and the significant assumptions (Statement of projections along with the related assumptions for
the Celestia Group are hereinafter referred to as the “Projection Information”), annexed to this report for the
purpose of inclusion in the Draft Key Information of the Scheme, Key Information of the Scheme and Final
Key Information of the Scheme (“Offering Documents”) prepared by PropShare Investment Manager Private
Limited (the “Manager”) in connection with the proposed Initial Public Offering of Units of the Scheme (the
“Offering”). Celestia SPVs are proposed to be acquired by the Scheme from each of their respective existing
shareholders.
2. The preparation and presentation of the Projection Information, including the underlying assumptions, is in
accordance with the requirements of the Securities and Exchange Board of India (Real Estate Investment
Trusts) Regulations, 2014 as amended, and the circulars and guidance issued thereunder (“REIT
Regulations”), is the responsibility of the Manager.
3. The Projection Information has been prepared by the Manager for inclusion in the Offering Documents using a
set of assumptions including hypothetical assumptions about future events and management’s actions that are
not necessarily expected to occur, as set out in Note II (A) to the Projection Information and has been
approved by the Board of Directors of the Manager. Consequently, users are cautioned that the Projection
Information may not be appropriate for any purpose other than that described above.
4. We have examined the Projection Information taking into consideration:
(a) the terms of our engagement agreed with you vide our engagement letter dated December 22, 2025,
requesting us to carry out work on the Projection Information, proposed to be included in the Offering;
and(b) Standard on Assurance Engagement 3400, “The Examination of Prospective Financial Information”,
issued by the Institute of Chartered Accountants of India.
5. We have examined the evidence supporting the assumptions and other information in the Projection
Information on a test basis. Our responsibility is to examine the evidence supporting the assumptions
(excluding the hypothetical assumptions) and other information in the Projection Information. Our
responsibility does not include verification of the accuracy of the projections. Therefore, we do not vouch for
the accuracy of the Projection Information.
6. Based on our examination of the evidence supporting the assumptions (excluding the hypothetical assumptions
mentioned in Note II (A) to the Projection Information), read with para 8 (a) and (b) below, nothing has come
to our attention which causes us to believe that these assumptions (other than the hypothetical assumptions
mentioned in Note II (A) to the Projection Information) do not provide a reasonable basis for the Projection
Information.
7. Further, nothing has come to our attention that causes us to believe, that the Projection Information read with
the basis of preparation and notes therein, has not been properly prepared on the basis of the assumptions as
set out in Note I to IX to the Projection Information and on a consistent basis.
8. We draw attention to the following:
(a) As more fully explained in Note II (A) to the Projection Information, PropShare Celestia has assumed
hypothetical assumptions including that the post offer capital structure and corporate structure were in
existence since January 01, 2026.
(b) As more fully explained in Note I to the Projection Information, projections of income for the year ending
March 31, 2026 (i.e., current financial year) includes projections commencing from January 01, 2026.
9. Events and circumstances frequently do not occur as expected. Even if the events anticipated under the
hypothetical assumptions described above occur, actual results are still likely to be different from the
Projection Information since other anticipated events frequently do not occur as expected and the variation
may be material. The actual results may therefore differ materially from those forecasted and projected. For
the reasons set out above, we do not express any opinion as to the possibility of achievement of the Projection
Information.
10. REIT Regulations require the independent auditor to issue a report on the Projection Information and this
report is issued for the sole purpose of the Offering in accordance with REIT Regulations. Our work has not
been carried out in accordance with auditing or other standards and practices generally accepted in
jurisdictions outside India, including in the United States of America, and accordingly should not be relied
upon as if it had been carried out in accordance with those standards and practices. US securities regulations
do not require profit forecasts to be reported on by a third party. This report should not be relied upon by
prospective investors in the United States of America, including persons who are Qualified Institutional
Buyers as defined under Rule 144A under the United States Securities Act of 1933 participating in the
Offering. We accept no responsibility and deny any liability to any person who seeks to rely on this report and
who may seek to make a claim in connection with any offering of securities on the basis that they had acted in
reliance on such information under the protections afforded by United States of America law and regulation.11. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.
12. This report is intended solely for your information and for inclusion in the Offering Documents and is not to
be used, referred to or distributed for any other purpose.
For ASA & Associates LLP
Chartered Accountants
(Firm’s Reg. No. 009571N/ N500006)
Vinay K S
Partner
Membership No.223085
UDIN: 26223085XBTYEX6595
Place: Bengaluru
Date: January 08, 2026Projection Information
General Terms, Definitions and Abbreviations
Term Definition
SM REIT related Terms
Property Share Investment Trust, set up on June 27, 2024, as
contributory, determinate and irrevocable trust under the provisions
Property Share Investment Trust (PSIT) of the Indian Trusts Act, 1882 and registered with SEBI on August
5, 2024 as a small and medium real estate investment trust under
Regulation 26L(1) of the REIT Regulations
The third scheme of Property Share Investment Trust launched under
PropShare Celestia Scheme or PropShare
the REIT Regulations for owning of real estate assets or properties
Celestia
through Celestia SPVs.
Samvrid Realty Private Limited (“SRPL”), Magnivio Private
Limited (“MPL”), Stathos Private Limited (“SPL”), Cendrix Realty
Celestia SPVs (or) Asset SPVs
Private Limited (“CRPL”), Crestmont Realty Private Limited
(“CMRPL”), Dhrivya Estates Private Limited (“DEPL”)
Celestia Group Celestia Group is comprised of PropShare Celestia and Celestia SPV
207,838 Sf of Leasable area in the building Stratum @ Venus
Project Celestia (or) SM REIT Asset Grounds, located in Ahmedabad, to be purchased by the PropShare
Celestia Scheme
IPO or Issue Initial Public Offering of the units of PropShare Celestia
Manager or Investment Manager PropShare Investment Manager Private Limited
Loan to be provided by the PropShare Celestia Scheme to the
Scheme loan
Celestia SPVs
Optionally Convertible Debentures Debentures issued by the Celestia SPVs and subscribed by the
(‘OCD’) Propshare Celestia Scheme
Trustee Axis Trustee Services Limited
General Terms
Fiscal or FY Year ending March 31
INR or ₹ Indian rupees
Ind AS Indian Accounting Standards
IT Act Income Tax Act, 1961
Industry Consultant/ JLL Jones Lang LaSalle Property Consultants (India) Private Limited
Mn Millions
Projections of PropShare Celestia Group for Q4 - FY26, FY27, FY28
Projections and FY29, prepared in accordance with the REIT regulations and the
SEBI guidelines
Projections of the scheme beginning from the current financial year
Projections Period (Q4 – FY26, i.e. January 01, 2026 to March 31, 2026) and over next
three fiscal years (FY 27, FY28, FY29)
SEBI Securities and Exchange Board of India
DTAA Double Taxation Avoidance Agreement
Operational and Financial Metrics
Leasable Area for which lease agreements, leave and license
Occupied Area agreements or LOIs have been signed with tenants.207,838 Sf in the building Stratum @ Venus Grounds that can be
Leasable Area (sf) occupied by or assigned to a tenant for the purpose of determining a
tenant’s rental obligation.
𝑶𝒄𝒄𝒖𝒑𝒊𝒆𝒅 𝑨𝒓𝒆𝒂
Occupancy %
𝑳𝒆𝒂𝒔𝒂𝒃𝒍𝒆 𝑨𝒓𝒆𝒂
Rental Income Total rent received from the tenant
For details on components of Revenue from Operations, refer to
Revenue from Operations Indicative Profit and Loss statement framework used for the purpose
of Projections
Net Operating Income. For details on components of Net Operating
NOI Income, refer to Indicative Profit and Loss statement framework used
for the purpose of Projections
𝑵𝑶𝑰
NOI Margin (%)
𝑹𝒆𝒗𝒆𝒏𝒖𝒆 𝒇𝒓𝒐𝒎 𝑶𝒑𝒆𝒓𝒂𝒕𝒊𝒐𝒏𝒔
Earnings before interest, tax, depreciation, and amortization. For
EBITDA details on components of EBITDA, refer to Indicative Profit and
Loss statement framework used for the purpose of Projections
𝑬𝑩𝑰𝑻𝑫𝑨
EBITDA Margin (%)
𝑹𝒆𝒗𝒆𝒏𝒖𝒆 𝒇𝒓𝒐𝒎 𝑶𝒑𝒆𝒓𝒂𝒕𝒊𝒐𝒏𝒔
Net Distributable Cash Flow for the PropShare Celestia Scheme
NDCF proposed to be calculated by the Manager in the manner laid out in
Annexure C: NDCF framework for the PropShare Celestia Scheme
Amount aimed to be raised by PropShare Celestia from the IPO
Gross Proceeds
aggregating up to ₹ up to 2,446.50 million
𝑵𝑫𝑪𝑭
Yield (%)
𝑮𝒓𝒐𝒔𝒔 𝑷𝒓𝒐𝒄𝒆𝒆𝒅𝒔
Binding Letter of Intent dated January 05, 2026 between the
Letter of Intent
Manager and seller for acquisition of Project Celestia
Sf Square feet
CAGR Compound Annual Growth Rate
Cash flows from operating activities are computed in accordance
Cash flows from operating activities or
with the requirements of Ind-AS 7—Statement of Cash flows
CFONotes:
(1) EBITDA and EBITDA margin are not recognized measures under Ind AS. EBITDA and EBITDA margin should not be considered
by themselves or as substitutes for net income, operating income or cash flows from operations or related margins or other measures
of operating performance, liquidity or ability to pay dividends. EBITDA does not have a standardized definition under Ind AS, and
the method of calculating EBITDA may be different from the method used by most other companies to calculate EBITDA (which
usually involves adding interest, taxes, depreciation and amortization to a company’s net income). Although, the Manager believes
that the method of calculating EBITDA for PropShare Celestia Group does not result in material differences from the way that
most companies calculate EBITDA, it cannot be assured that EBITDA calculation for PropShare Celestia Group will always be
comparable with similarly named measures presented by other companies.
(2) NDCF is a significant performance metric, the framework for which is adopted by the Manager in line with the Securities and
Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 issued by SEBI, as amended from time to time and
any circulars and guidelines issued thereunder. The Manager believes this metric serves as a useful indicator of the Scheme of
REIT’s expected ability to provide a cash return on investment. NDCF should not be considered by itself or as a substitute for net
income, operating income or Cash flows from operating activities or related margins or other measures of operating performance,
liquidity or ability to pay dividends.
(3) NOI and NOI margin are significant performance metrics used by the Manager as a primary driver of performance evaluation and
allocation of resources. The Manager believes that NOI and NOI margin provide useful information to investors regarding the
financial performance and results of operations because it provides a direct measure of the operating results of the business
segments. NOI and NOI margin are not recognized measures under Ind AS and may not be comparable with measures with similar
names presented by other companies. NOI and NOI margin should not be considered by themselves or as substitutes for net income,
operating income or Cash flow from operations or related margins or other measures of operating performance, liquidity or ability
to pay dividends.Asset Overview
Property Name Entity Name Leasable Area City
(sf)
Identified units in Stratum @ Venus Grounds located across floors mentioned below:
Second Floor (Part) SRPL 35,780 Ahmedabad
Fourth Floor (Part) SRPL 5,571 Ahmedabad
Tenth Floor (Part) MPL 26,028 Ahmedabad
Thirteenth Floor (Part) SPL 28,584 Ahmedabad
Fourteenth Floor (Part) CRPL 27,527 Ahmedabad
Fifteenth Floor CMRPL 55,431 Ahmedabad
Sixteenth Floor (Part) DEPL 28,917 Ahmedabad
2,07,838
_______________
Note:
(1) At the beginning of the Projections period (January 01, 2026), there are subsisting lease agreements signed with tenants for the
entire leasable area by the seller.
(2) The Scheme is proposed to invest in the above Asset SPVs through equity, scheme loan and optionally convertible debentures in
a pre-decided manner.Projected Revenue from Operations, NOI, EBITDA, CFO and NDCF for PropShare Celestia Group (on a
combined basis)
Projected Revenue from Operations for PropShare Celestia Group (on a combined basis)
₹ Mn
SM REIT Asset Q4 – FY26 FY27 FY28 FY29
Second Floor (Part) 7.52 30.10 31.21 32.75
Fourth Floor (Part) 1.17 4.67 4.67 4.90
Tenth Floor (Part) 6.81 27.25 27.25 28.08
Thirteenth Floor (Part) 6.61 27.35 27.35 27.78
Fourteenth Floor (Part) 6.00 26.12 26.35 26.35
Fifteenth Floor 14.69 58.78 60.60 63.66
Sixteenth Floor (Part) 7.43 29.72 29.69 31.54
Total 50.23 203.99 207.12 215.06
_______________
Note:
Refer to Purpose and basis of preparation, Notes, General Terms, Definitions and Abbreviations for details. Revenue from operations
for the Projections period has been derived solely from the assumptions outlined in this report.
Revenue from operations for the Projections Period has been calculated on the assumptions set forth in this report.
The Revenue from Operations for PropShare Celestia Group has been presented for the asset proposed to be owned by virtue of asset
acquisition by the PropShare Celestia SPVs.
For and on behalf of the Board of Directors of
PropShare Investment Manager Private Limited
(as Manager for the PropShare Celestia scheme)
___________________________________
Kunal Moktan
Chief Financial Officer
Place: Bangalore
Date: 08/01/2026Projected Net Operating Income for PropShare Celestia Group (on a combined basis)
₹ Mn
SM REIT Asset Q4 - FY26 FY27 FY28 FY29
Second Floor (Part) 7.52 30.10 31.21 32.75
Fourth Floor (Part) 1.17 4.67 4.67 4.90
Tenth Floor (Part) 6.81 27.25 27.25 28.08
Thirteenth Floor (Part) 6.61 27.35 27.35 27.78
Fourteenth Floor (Part) 6.00 26.12 26.35 26.35
Fifteenth Floor 14.69 58.78 60.60 63.66
Sixteenth Floor (Part) 7.43 29.72 29.69 31.54
Total 50.23 203.99 207.12 215.06
Note:
Refer to Purpose and basis of preparation, Notes, General Terms, Definitions and Abbreviations for details. Net Operating Income for
the Projections period has been derived solely from the assumptions outlined in this report.
The Net Operating Income for PropShare Celestia Group has been presented for the asset proposed to be owned by virtue of asset
acquisition by the PropShare Celestia SPVs.
For and on behalf of the Board of Directors of
PropShare Investment Manager Private Limited
(as Manager for the PropShare Celestia scheme)
___________________________________
Kunal Moktan
Chief Financial Officer
Place: Bangalore
Date: 08/01/2026Projected EBITDA for PropShare Celestia Group (on a combined basis)
₹ Mn
SM REIT Asset Q4 - FY26 FY27 FY28 FY29
Second Floor (Part) (6.56)* 28.89 29.82 31.18
Fourth Floor (Part) (1.00)* 4.58 4.56 4.78
Tenth Floor (Part) (5.44)* 26.13 25.97 26.63
Thirteenth Floor (Part) (6.32)* 26.21 26.04 26.29
Fourteenth Floor (Part) (6.18)* 25.03 25.10 24.93
Fifteenth Floor (12.52)* 56.71 58.26 61.03
Sixteenth Floor (Part) (6.10)* 28.52 28.32 29.99
Scheme Level Income - - - -
Scheme Level Expense1 (0.34) (1.35) (1.49) (1.63)
Total (44.46)* 194.72 196.58 203.20
Note:
Refer to Purpose and basis of preparation, Notes, General Terms, Definitions and Abbreviations for details. EBITDA for the Projections
period has been derived solely from the assumptions outlined in this report.
The EBITDA for PropShare Celestia Group has been presented for the asset proposed to be owned by the PropShare Celestia scheme.
1Scheme level expenses include Professional and regulatory fees such as Audit fee, Valuation fee, Demat fee, Trustee fee and Other Annual
report and related costs.
* During Q4 - FY 26, the Celestia SPVs are expected to incur certain identified charges in form of capital arrangement fee amounting to
₹ 95.50 Mn for undertaking the proposed offer.
For and on behalf of the Board of Directors of
PropShare Investment Manager Private Limited
(as Manager for the PropShare Celestia scheme)
___________________________________
Kunal Moktan
Chief Financial Officer
Place: Bangalore
Date: 08/01/2026Projected Cashflow from Operating activities for PropShare Celestia Group (on a combined basis)
₹ Mn
SM REIT Asset Q4 - FY26 FY27 FY28 FY29
Second Floor (Part) (7.25) * 27.48 28.92 30.44
Fourth Floor (Part) (1.08) * 4.26 4.26 4.55
Tenth Floor (Part) (6.15) * 23.91 25.16 26.48
Thirteenth Floor (Part) (6.57) * 25.28 25.24 25.62
Fourteenth Floor (Part) (6.42) * 24.14 24.33 24.28
Fifteenth Floor (13.75)* 53.80 56.65 59.64
Sixteenth Floor (Part) (6.84)* 26.45 27.84 29.30
Scheme Level Income - - - -
Scheme Level Expense1 (0.34) (1.35) (1.49) (1.63)
Total (48.40)* 183.97 190.91 198.68
Note:
Refer to Purpose and basis of preparation, Notes, General Terms, Definitions and Abbreviations for details. Cashflow from operating
activities for the Projections period has been derived solely from the assumptions outlined in this report.
Cash flows from operating activities for the Projections Period have been calculated on the assumptions set forth in this report.
The Cash flows from operating activities for PropShare Celestia Group has been presented for the asset proposed to be owned by virtue
of asset acquisition by the PropShare Celestia SPVs.
* During Q4 - FY 26, the Celestia SPVs are expected to incur certain identified charges in form of capital arrangement fee amounting to
₹ 95.50 Mn for undertaking the proposed offer.
For and on behalf of the Board of Directors of
PropShare Investment Manager Private Limited
(as Manager for the PropShare Celestia scheme)
___________________________________
Kunal Moktan
Chief Financial Officer
Place: Bangalore
Date: 08/01/2026Projected NDCF for PropShare Celestia Group (on a combined basis)
₹ Mn
SM REIT Asset Q4 - FY26 FY27 FY28 FY29
Second Floor (Part) 7.37 30.72 32.07 33.13
Fourth Floor (Part) 1.19 4.74 4.72 4.99
Tenth Floor (Part) 6.56 26.76 27.93 28.67
Thirteenth Floor (Part) 6.85 28.28 28.16 28.01
Fourteenth Floor (Part) 6.22 27.01 27.11 26.48
Fifteenth Floor 14.45 59.61 62.26 65.05
Sixteenth Floor (Part) 7.19 29.56 30.86 31.82
Scheme Level Income - - - -
Scheme Level Expense1 (0.34) (1.35) (1.49) (1.63)
NDCF (A) 49.49 205.33 211.62 216.52
Gross Proceeds (B) 2,446.50 2,446.50 2,446.50 2,446.50
Yield2 (%) (A/B) * 8.1% 8.4% 8.7% 8.9%
Note:
Refer to Purpose and basis of preparation, Notes, General Terms, Definitions and Abbreviations for details.
The NDCF for PropShare Celestia Group has been presented for the asset proposed to be owned by virtue of asset acquisition by the
PropShare Celestia SPVs.
1Scheme level expenses include Professional and regulatory fees such as Audit fee, Valuation fee, Demat fee, Trust fee and Other Annual
report and related costs.
2Percentages rounded off to nearest single decimal.
* Disclaimer: The above are projected yield (%), and the Investment Manager doesn’t provide any assurance or
guarantee of any distributions to the Celestia Unitholders.
For and on behalf of the Board of Directors of
PropShare Investment Manager Private Limited
(as Manager for the PropShare Celestia scheme)
___________________________________
Kunal Moktan
Chief Financial Officer
Place: Bangalore
Date: 08/01/2026Basis and notes to Projections
I. Purpose and basis of preparation
The Projections have been prepared by the Manager solely for inclusion in the Offer Documents in connection
with the proposed IPO in accordance with the requirements of The Securities and Exchange Board of India
(Real Estate Investment Trusts) Regulations, 2014, as amended by SEBI (Real Estate Investment Trusts)
(Amendment) Regulations, 2024 dated on March 08, 2024 and any circulars and guidelines issued thereunder
(the “SM REIT Regulations”). Therefore, the use of the Projections may not be appropriate and should not be
used or relied upon for any purpose other than that described above.
The Projections are prepared based on the measurement and recognition principles of Ind AS as defined in
Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of
the Companies Act, 2013 read with the REIT Regulations (including the SEBI master circular number
SEBI/HO/DDHS-PoD-2/P/CIR/2025/99 dated July 11, 2025. Though the aforesaid Projections are prepared
under the Ind AS framework, they do not provide for all the detailed disclosures as required under Ind AS.
It is noted that Projections for all entities refer to standalone assets / entities and do not include any impact of
synergies, income or expenses due to consolidation of other entities or investments.
The Projections are proforma for the capital structure and corporate structure as if the PropShare Celestia
Scheme was in existence at January 01, 2026.The Manager has decided to provide the projections beginning
from the current financial year (Q4 – FY26, i.e. January 01, 2026 to March 31, 2026) and for the period over
next three fiscal years (FY 27, FY28, FY29) . The break-up of the amount as actual and projection for the
current financial year is not applicable as PropShare Celestia is proposed to own Project Celestia by initial
offering of Celestia Units.
II. Significant assumptions for the Projections
(A) The Projections contain assumptions about future events and management actions which may or may not
necessarily occur and which are by their nature, subject to significant risks and uncertainties. The future
events referred to involve risks, uncertainties and other factors which may cause the actual results or
performance to be materially different from the Projections. Some of such key assumptions are:
• Post completion of the proposed IPO, PropShare Celestia is proposing to subscribe equity and
optionally convertible debentures; and infuse scheme loan into the Celestia SPVs from a portion
of the IPO proceeds. This amount will be used for acquisition of Project Celestia and general
corporate purpose.
• Formation transaction is assumed as of January 01, 2026 to prepare these projections.
(B) The Projections and assumptions are based on estimates as deemed appropriate and reasonable by the
Manager at the date of the Projections and has been adopted by the Board of Directors of the Manager
on January 08, 2026. However, the investors should consider these estimates, assumptions as well as the
Projections and make their own assessment of the future performance of PropShare Celestia Group.
Investors should be aware that future events cannot be predicted with any certainty and there may be
deviations from the figures reflected in the Projections.
It is clarified that the Projections have been prepared on the basis of a mixture of best-estimate (i.e.,
assumptions as to future events which are expected to take place and the actions expected to take place
as of the date the information is prepared) and hypothetical assumptions (about future events and actions
which may or may not necessarily take place). Selected material assumptions are identified as a part of
the report and the resulting sensitivity of those results have been disclosed in Annexure A: Sensitivity
Analysis on Material Assumptions.
The Manager has entered into a Binding Letter of Intent dated January 05, 2026 for the purpose of
acquisition of Project Celestia on behalf of Scheme, the Manager has considered the Binding Letter of
Intent as a basis of projections assuming to commence from January 01, 2026.For the purposes of this report, JLL has been appointed as an independent industry expert and has
conducted detailed analysis of the office real estate industry including macro-economic conditions, city
fundamentals, office demand drivers, demand supply fundamentals and outlook. Wherever applicable
and appropriate based on the Manager’s judgment, certain estimates and analysis undertaken by the
industry expert have been used to form an assessment of market fundamentals, industry drivers and
outlook amongst other things. It is, however, noted that the assumptions used in the Projections by the
Manager might differ from the information and assumptions as per the analysis of the industry expert.
[This space is intentionally left blank]III. Snapshot of select key line items for PropShare Celestia Group
The table below represents a summary of key line items during the Projections Period:
₹ Mn
Q4 - FY26 FY27 FY28 FY29
Revenue from operations 50.23 203.99 207.12 215.06
NOI 50.23 203.99 207.12 215.06
NOI (%) 100.0% 100.0% 100.0% 100.0%
EBITDA (44.46) 194.72 196.58 203.20
EBITDA Margin (%) (88.5%) 95.5% 94.9% 94.5%
Cashflows from Operating Activities (48.40) 183.97 190.91 198.68
NDCF of PropShare Celestia 49.49 205.33 211.62 216.52
Yield (%) * 8.1% 8.4% 8.7% 8.9%
Note:
(1) Numbers reflected above are based on assets proposed to be owned by PropShare Celestia Scheme
(2) For details in relation to NOI, refer to General Terms, Definitions and Abbreviations
(3) For details in relation to EBITDA, refer to General Terms, Definitions and Abbreviations
(4) For details in relation to NDCF, refer to General Terms, Definitions and Abbreviations
(5) EBITDA is net of Scheme level expenses
(6) Cashflow from Operating Activities is net of scheme level expenses
* Disclaimer: The above are projected yield (%), and the Investment Manager doesn’t provide any assurance or
guarantee of any distributions to the Celestia Unitholders.
IV. Revenue drivers and assumptions
Summary Observations
During FY27 to FY29, subject to the assumptions stated herein and limitations inherent in these Projections,
PropShare Celestia Group is projected to generate a 2.78% CAGR in Revenue from operations, driven by
contractual growth and other adjustments. The impact of key growth drivers is reflected in the table below:
₹ Mn
FY28 FY29 Total % growth
(FY27-29) contribution to
growth (FY27-29)
Revenue from Operations for
203.99 207.12 411.11
the previous year
Total growth for the year 3.13 7.94 11.07 100%
Contractual rent growth 7.33 8.18 15.51 140.1%
Other adjustments (4.20) (0.24) (4.44) (40ss.1%)
Revenue from Operations for
207.12 215.06 422.18
the current year
(1) For details in relation to Revenue from Operations, refer to General Terms, Definitions and Abbreviations
(2) Others include impact on revenue from Ind-AS adjustments.1. Lease Rentals
Revenue from Operations growth drivers include only Contractual Rental growth as the lease agreements are
generally for a term of 9 years - 9 years 11 months including a lock-in period of 3-5 years.
i. Contractual Rental growth
For the escalation in the proposed leases, the Manager has used subsisting lease agreement entered with the
lessees by the seller. The Manager assumes continuation of leases, post lock-in expiry for all the floors.
ii. Other Adjustments
Other adjustments are on account of Ind AS adjustments.
V. Drivers and assumptions for NOI and EBITDA
NOI = Revenue from operations less: Direct operating expenses
EBITDA = NOI less: Indirect Operating expenses add: Interest and other income less: Scheme level expenses
Refer Indicative Profit and Loss Statement Framework Used for the Purposes of Projections for additional
details on calculation of NOI and EBITDA.
NOI, EBITDA, NOI margin and EBITDA margin do not have standardized meaning, and not recognized
measures under Ind AS, and they may not be comparable with measures with similar names presented by
other companies. These metrics should not be considered by themselves or as substitutes for comparable
measures under Ind AS or other measures of operating performance, liquidity or ability to pay dividends. For
further details, refer to General Terms, Definitions and Abbreviations.
1. NOI
During the Projections Period, subject to the assumptions stated herein and limitations inherent in these
Projections, PropShare Celestia Group is assumed to generate growth in NOI driven by contractual growth.
The impact of growth drivers is reflected in the table below:
₹ Mn
% Growth
Total
FY28 FY29 contribution to growth
(FY27-29)
(FY27-29)
NOI for the previous year 203.99 207.12 411.11
Total growth for the year 3.13 7.94 11.07 100%
NOI from contractual rent
7.33 8.18 15.51 140.1%
growth
Other adjustments (4.20) (0.24) (4.44) (40.1%)
NOI for current year 207.12 215.06 422.18
Note:
(1) For details in relation to NOI, refer to General Terms, Definitions and Abbreviations
(2) Others include impact on NOI from Ind-AS adjustments
2. EBITDA
Expenses:
i. Direct Operating expenses
a) Property Tax: As per the subsisting lease agreement entered with the lessees by the seller, the
lessee in addition to lease rent, shall pay property tax to the governing authority.b) Operating and Maintenance Expenses: The monthly maintenance charges of the Project
Celestia are agreed between the parties and the same shall be paid by the Lessee for the upkeep
of entire building, in a timely manner to the Lessor or the nominated agency. Presently, “The
Venus Stratum Commercial Co-operative Service Society Limited” having Reg No.
REG/AHM/SA (CO)/ 19853/2024 dated 30th September 2024, a co-operative society formed
under the Gujarat Co-operative Societies Act, 1961 (“Society”) is the nominated agency to
provide asset maintenance in Project Celestia and maintenance charges are paid by lessee to the
society.
c) Insurance: As per the subsisting lease agreement entered with the lessees by the seller, the lessor
or the nominated agency whosoever is concerned shall renew the said insurance from time to
time. Presently, “The Venus Stratum Commercial Co-operative Service Society Limited” having
Reg No. REG/AHM/SA (CO)/ 19853/2024 dated 30th September 2024, a co-operative society
formed under the Gujarat Co-operative Societies Act, 1961 (“Society”) is the nominated agency
to renew insurance of Project Celestia. Further, the trustee has confirmed that the existing
insurance policy is adequate in respect to Project Celestia.
ii. Indirect Operating expenses:
a) Indirect operating expenses includes annual reports & related costs, fund accounting charges,
annual valuation fees, trustee fees, stock exchange fees, dematerialization charges, legal and
professional fees, director fees, audit fees, other expenses(unforeseen) and it is approximated at
1.20% of the Gross rental receipts at the SPV level and 0.67% of the Gross rental receipts at the
Scheme level.
b) Other administrative expenses such as employee related expenses are not considered at the
Scheme and SPV level since the Scheme will be managed by the Manager and recovered through
the management charges.
iii. The Investment manager fees at the SPV level is assumed to be 0%, 0.50%, 0.50% and 0.50% of the
Gross proceeds for Q4 - FY 26, FY 27, FY 28 and FY 29 respectively. The Investment manager is
assumed to charge a 2.4% acquisition fee during the Q4 - FY 26 at SPV level. Also, Investment
manager is assumed to charge a 3.90% capital arrangement fee during the Q4 - FY 26 at SPV level.
iv. The issue expenses at the Scheme level are assumed to be Rs. 23.50 million.
VI. Drivers and assumptions for cash flows from operating activities
1. Income Taxes: Income taxes have been computed at income tax rates applicable for FY 26 which are
expected to apply for the entire Projections Period. The taxes have been computed as per the provisions
of Chapter IV of the IT Act. Unabsorbed depreciation of earlier years and expected losses of future
years, if any, have been carried forward and considered for set-off as per the provisions of Chapter VI
of the IT Act. Whilst interest paid on debt is generally tax deductible, its treatment depends on the
specific facts of entity. During the Projections Period, the PropShare Celestia Scheme is estimated to
receive cash flows from the SPVs in the form of interest income, and potential repayment of
shareholder loan by Celestia SPV which are considered exempt under IT Act.
VII. Drivers and assumptions for NDCF
Summary Observations
NDCF receivable by the PropShare Celestia Scheme may be in the form of interest income and repayment of
scheme loan from the Celestia SPV.
As per the SM REITs Regulations, not less than 95% of the NDCF of the Celestia SPVs are required to be
distributed to the PropShare Celestia Scheme in proportion of their shareholding in the Celestia SPVs, subject to
applicable provisions of the Companies Act, 2013. For the purpose of Projection, Manager has assumed that
100% of NDCF during the year after accounting for all outflows will be distributed for the Projections Period.
Additionally, Investment Manager retains the option to distribute any surplus amounts, unless such surplus is
required to create reserves for any subsequent period (as per note 2 and 5 of Clause (F) Framework for
calculation of Net Distributable Cash Flows (NDCFs) of Chapter 3.Disclosure of financial information in
offer document for REITs of SEBI/HO/DDHS-PoD-2/P/CIR/2025/99).
Presently, the Manager proposes to calculate the NDCF for PropShare Celestia Scheme in the manner laid out
in Annexure B: NDCF framework for the PropShare Celestia Scheme.VIII. Other key assumptions (relevant for cash outflow from income tax payments for computing cash flows
from operating activities and the calculations of NDCF):
1. Depreciation and Amortization: Depreciation is calculated on the depreciable amount of Investment
Property over their estimated useful lives. Depreciable amount is the cost of the assets or other amount
substituted for cost, less its estimated residual value. Depreciation for income tax purpose has been
considered at the applicable rates of depreciation under the IT Act for FY 26 which are expected to
apply for the Projections Period.
2. Finance Costs: The Manager intends to maintain an optimal mix of debt and equity to provide
flexibility to PropShare Celestia Scheme to manage its risk exposure, implement its strategies and
provide total returns to Unitholders.
Based on the market environment and Manager’s ongoing discussions with various financial
institutions, the Manager has made the following assumptions for the purpose of Projections:
(i) Post completion of the proposed IPO, PropShare Celestia is proposing to subscribe equity and
optionally convertible debentures and; infuse scheme loan into the Celestia SPVs from a portion of
the IPO proceeds. The proceeds will be used for acquisition of Project Celestia and general corporate
purpose.
(ii) The Unsecured Scheme loan advanced to Celestia SPVs shall bear an interest of 8.0% p.a. and the
repayment terms are as on basis availability of surplus funds with the maximum tenure of 10 years.
(iii) The Optionally convertible debentures carry a coupon rate of 0.01% with face value of OCD is Rs.
1,000, term of 10 years and the conversion right attached to OCDs may be exercised by the Scheme,
in one or more tranches, at any time during the term thereof as agreed, by issuing a written notice to
the SPVs, specifying the number of OCDs proposed to be converted based on the valuation on
conversion date.
Additionally, Ind AS adjustment in relation to unwinding of security deposits from tenants are expected to
lead to additional notional finance costs during the Projections Period.
IX. Additional assumptions
The Manager has made the following additional assumptions in preparing the Projections as on the date of
this report:
1. No further assets (apart from the SM REIT Asset) are assumed to be acquired, and no assets are
assumed to be divested during the Projections Period.
2. The Manager has assumed that 100% of cash generated during the year after accounting for all
outflows and cash balance to meet working capital requirements will be distributed for the Projections
Period.
3. Sensitivity analysis in Annexure B to the Projections is prepared based on the movements from the
agreed rents.
4. All leases will be enforceable and will be performed in accordance with their terms in the Lease
Agreement.
5. No further equity capital or buyback is assumed to be raised during the Projections Period.
6. It is assumed that there will be no material change in taxation legislations or other applicable
legislations during the Projection Period
7. The Projections have been prepared using Ind AS standards and interpretations that are effective for
the Ind AS financial statements as at March 31, 2025. The Projections do not take into account the
impact of any new Ind AS standard or interpretation not effective as at March 31, 2025, as the impact
of the same is not expected to be significant.
8. No additional outflow and inflow have been assumed on account of any litigation related matters,
which also includes any direct tax, indirect tax and property tax matters, based on the seller’s indemnity
to the Manager.Annexure A: Post-tax distributions
* Disclaimer: The below are projected yield (%), and the Investment Manager doesn’t provide any assurance or
guarantee of any distributions to the Celestia Unitholders.
I. Post-tax distributions in the hands of Resident HNI investor
₹ Mn
Particulars Q4 - FY26 FY27 FY28 FY29
Net distributions to Investors 49.49 205.33 211.62 216.52
Yield (%) 8.1% 8.4% 8.7% 8.9%
Post-Tax Yield (for investor having
7.1% 7.5% 8.0% 8.4%
total income above INR 50 million)(1,2)
Post-Tax Yield (For investors having
income between INR 20 million to INR 7.2% 7.6% 8.0% 8.5%
50 million)
Post-Tax Yield (For investors having
income between INR 10 million to INR 7.2% 7.6% 8.1% 8.5%
20 million)
Post-Tax Yield (For investors having
income between INR 5 million to INR 7.3% 7.7% 8.1% 8.5%
10 million)
Post-Tax Yield (For investors having
7.3% 7.7% 8.2% 8.6%
income less than INR 5 million)3
1In case of investors opting for tax under section 115BAC (new regime), the highest surcharge rate is capped at 25% instead of 37% for
income above INR 50 Million as well.
2Assumed that the investor has not opted for tax under section 115BAC.
3Minimum tax slab for investor is assumed at 30%
II. Post-tax distributions in the hands of Non-Resident HNI investor
₹ Mn
Particulars Q4 - FY26 FY27 FY28 FY29
Net distributions to Investors 49.49 205.33 211.62 216.52
Yield (%) 8.1% 8.4% 8.7% 8.9%
Post-Tax Yield (for investor having
7.9% 8.2% 8.5% 8.8%
total income above INR 50 million)(1)
Post-Tax Yield (For investors having
income between INR 20 million to INR 7.9% 8.3% 8.5% 8.8%
50 million)
Post-Tax Yield (For investors having
income between INR 10 million to INR 7.9% 8.3% 8.6% 8.8%
20 million)
Post-Tax Yield (For investors having
income between INR 5 million to INR 8.0% 8.3% 8.6% 8.8%
10 million)
Post-Tax Yield (For investors having
8.0% 8.3% 8.6% 8.8%
income less than INR 5 million)
1 Assuming investors are eligible for beneficial rates under DTAA. The rates include surcharges and education cess.
III. Distribution in the hands of the AIF
₹ MnParticulars Q4 - FY26 FY27 FY28 FY29
Net distributions to Investors 49.49 205.33 211.62 216.52
Yield (%) 8.1% 8.4% 8.7% 8.9%
Post-Tax Yield (Post-tax yield)(1) 8.1% 8.4% 8.7% 8.9%
Note:
1Under section 10(23FBA) of the IT Act, any income earned by an AIF registered under the SEBI Act, 1992, would be exempt from
income-tax, subject to such conditions as the Central Government may by notification in the Official Gazette specify in this behalf.
Central Government vide CBDT notification No.51/2015 dated 25th June 2015 has granted TDS exemption on all incomes other than
business profits received by Category I and II AIFs
IV. Distribution in the hands of the Mutual Funds
₹ Mn
Particulars Q4 - FY26 FY27 FY28 FY29
Net distributions to Investors 49.49 205.33 211.62 216.52
Yield (%) 8.1% 8.4% 8.7% 8.9%
Post-Tax Yield (Post-tax yield)(1) 8.1% 8.4% 8.7% 8.9%
Note:
1Under section 10(23D) of the Act, any income earned by a Mutual Fund registered under the SEBI Act, 1992, or a Mutual Fund set up
by a public sector bank or a public financial institution, or a Mutual Fund authorized by the Reserve Bank of India would be exempt
from income-tax, subject to such conditions as the Central Government may by notification in the Official Gazette specify in this behalf.
Further, section 196 provides that tax is not required to be deducted for any sum payable, being in the nature of interest or dividend in
respect of any securities owned by mutual funds specified under section 10(23D) of the Act.
V. Distribution in the hands of the Domestic Companies
₹ Mn
Particulars Q4 - FY26 FY27 FY28 FY29
Net distributions to Investors 49.49 205.33 211.62 216.52
Yield (%) 8.1% 8.4% 8.7% 8.9%
Post-Tax Yield (Post-tax yield)(1) 7.5% 7.9% 8.3% 8.6%
Note:
1 Assumed that the investor has opted for tax under section 115BAA (Tax on income of certain domestic companies).
[This space is intentionally left blank]Annexure B: Sensitivity Analysis on Material Assumptions
I. Below table shows impact on the results of operations of the PropShare Celestia Scheme (on a combined basis)
in case change in the agreed rent. The analysis assumes all other variables remain the same. The sensitivity is
only presented for periods considering the lock-in period in the lease agreement.
1. Market rent decreases by 10%
₹ Mn
Q4 - FY26 FY27 FY28 FY29
Revenue from operations 49.37 198.64 194.79 195.41
From base change % (1.7%) (2.6%) (6.0%) (9.1%)
NOI 49.37 198.64 194.79 195.41
From base change % (1.7%) (2.6%) (6.0%) (9.1%)
EBITDA (45.30) 189.36 184.24 183.55
From base change % (1.9%) (2.7%) (6.3%) (9.7%)
Cashflows from operating (49.25) 178.62 178.57 179.03
activities
From base change % (1.8%) (2.9%) (6.5%) (9.9%)
NDCF 48.63 199.97 199.28 196.87
From base change % (1.7%) (2.6%) (5.8%) (9.1%)
2. Market rent decreases by 5%
₹ Mn
Q4 - FY26 FY27 FY28 FY29
Revenue from operations 49.80 201.32 200.96 205.23
From base change % (0.8%) (1.3%) (3.0%) (4.6%)
NOI 49.80 201.32 200.96 205.23
From base change % (0.8%) (1.3%) (3.0%) (4.6%)
EBITDA (44.87) 192.03 190.42 193.38
From base change % (1.0%) (1.4%) (3.1%) (4.8%)
Cashflows from operating (48.82) 181.30 184.74 188.85
activities
From base change % (0.9%) (1.5%) (3.2%) (4.9%)
NDCF 49.05 202.65 205.45 206.70
From base change % (0.9%) (1.3%) (2.9%) (4.5%)
3. Market rent increases by 5%
₹ Mn
Q4 - FY26 FY27 FY28 FY29
Revenue from operations 50.65 206.67 213.31 224.88
From base change % 0.8% 1.3% 3.0% 4.6%
NOI 50.65 206.67 213.31 224.88
From base change % 0.8% 1.3% 3.0% 4.6%
EBITDA (44.02) 197.38 202.76 213.02
From base change % 1.0% 1.4% 3.1% 4.8%
Cashflows from operating (47.97) 186.64 197.09 208.50
activities
From base change % 0.9% 1.5% 3.2% 4.9%
NDCF 49.90 207.99 217.79 226.34
From base change % 0.9% 1.3% 2.9% 4.5%4. Market rent increases by 10%
₹ Mn
Q4 - FY26 FY27 FY28 FY29
Revenue from operations 51.08 209.34 219.48 234.70
From base change % 1.7% 2.6% 6.0% 9.1%
NOI 51.08 209.34 219.48 234.70
From base change % 1.7% 2.6% 6.0% 9.1%
EBITDA (43.59) 200.05 208.93 222.84
From base change % 1.9% 2.7% 6.3% 9.7%
Cashflows from operating (47.54) 189.32 203.26 218.32
activities
From base change % 1.8% 2.9% 6.5% 9.9%
NDCF 50.33 210.67 223.97 236.16
From base change % 1.7% 2.6% 5.8% 9.1%
Note:
Upon execution of Agreement of Sale with the seller, the Celestia SPVs will enter an attornment letter with the tenant and seller.
Accordingly, the Celestia SPVs shall wholly take over and assume the subsisting lease agreements, together will all the rights and
obligations thereunder, as the new lessor. The subsisting lease agreements have lock-in period varying from 3 – 5 years for the lessee
and 9 – 9 years and 11 months for the lessor. The Sensitivity analysis as above is provided for period post expiry of the lessee’s lock-in
period of 3 – 5 years from the lease commencement date.
Sensitivity tables above reflect only numbers for Celestia SPVs. For base case, refer to Projections as reflected in table titled Projected
Revenue from operations, NOI, EBITDA, Cash flows from operating activities and NDCF for PropShare Celestia Group (on a combined
basis)Annexure C: NDCF framework for the PropShare Celestia Scheme
SEBI Master Circular dated 11 July 2025 (SEBI/HO/DDHS-PoD-2/P/CIR/2025/99) - Master Circular for
Real Estate Investment Trusts (REITs) {Chapter 3 and clause (F) Framework for calculation of Net
Distributable Cash Flows (NDCFs)}
I. Calculation of Net distributable cash flows at each Asset SPV:
Cash flow from operating activities as per Cash Flow Statement of SPV
(+) Treasury income / income from investing activities (interest income received from FD, tax refund, any
other income in the nature of interest, profit on sale of Mutual funds, investments, assets etc., dividend income
etc., excluding any Ind AS adjustments. Further clarified that these amounts will be considered on a cash receipt
basis)
(+) Proceeds from sale of real estate investments, real estate assets adjusted for the following:
• Applicable capital gains and other taxes
• Related debts settled or due to be settled from sale proceeds
• Directly attributable transaction costs
(-) Finance cost on Borrowings, excluding amortisation of any transaction costs as per Profit and Loss Account
and any shareholder debt / loan from Scheme of REIT
(-) Debt repayment (to include principal repayments as per scheduled EMI’s except if refinanced through new
debt including overdraft facilities and to exclude any debt repayments / debt refinanced through new debt, in
any form or equity raise as well as repayment of any shareholder debt / loan from Scheme of Trust)
(-) any reserve required to be created under the terms of, or pursuant to the obligations arising in accordance
with, any:
(i). loan agreement entered with banks / financial institution from whom the Scheme of Trust or any of its SPVs
have availed debt, or
(ii). Terms and conditions, covenants or any other stipulations applicable to debt securities issued by the
Scheme of Trust or any of its SPVs, or
(iii). terms and conditions, covenants or any other stipulations applicable to external commercial borrowings
availed by the Scheme of Trust or any of its SPVs, or
(iv). agreement pursuant to which the SPV operates or owns the real estate asset, or generates revenue or
cashflows from such asset (such as, concession agreement, transmission services agreement, power purchase
agreement, lease agreement, and any other agreement of a like nature, by whatever name called); or
(v). statutory, judicial, regulatory, or governmental stipulations;
(-) any capital expenditure on existing assets owned / leased by the SPV, to the extent not funded by debt /
equity or from reserves created in the earlier years
NDCF for SPV
Note:
In accordance with the SM REIT Regulations, not less than 95% of net distributable cash flows of the Asset SPV shall be distributed
to the PropShare Celestia Scheme, by way of (i) interest on Shareholder Debt; (ii) repayment of Shareholder Debt; (iii) dividends in
proportion of its holding in the Asset SPV; or (iv) share buyback and capital reduction, etc., all of which are subject to compliance
with relevant provisions under the Companies Act, 2013 and any other applicable law and in any other form permitted under
applicable
II. Calculation of Net distributable cash flows at the PropShare Celestia Scheme Level:
Cashflows from operating activities of the scheme of REIT
(+) Cash flows received from SPV which represent distributions of NDCF computed as per relevant framework
(+) Treasury income/ income from investing activities (interest income received from FD, tax refund, any other
income in the nature of interest, profit on sale of Mutual funds, investments, assets etc., dividend income etc.,
excluding any Ind AS adjustments. Further clarified that these amounts will be considered on a cash receipt
basis)
(+) Proceeds from sale of real estate investments, real estate assets adjusted for the following:
• Applicable capital gains and other taxes
• Related debts settled or due to be settled from sale proceeds
• Directly attributable transaction costs(-) Finance cost on Borrowings, excluding amortisation of any transaction costs as per Profit and Loss Account
and any shareholder debt / loan from Scheme of REIT.
(-) Debt repayment at schemes of the Scheme of REIT level (to include principal repayments as per scheduled
EMI’s except if refinanced through new debt including overdraft facilities and to exclude any debt repayments
/ debt refinanced through new debt in any form or funds raised through issuance of units)
(-) Any reserve required to be created under the terms of, or pursuant to the obligations arising in accordance
with, any:
(i). loan agreement entered with financial institution, or
(ii). terms and conditions, covenants or any other stipulations applicable to debt securities issued by the
schemes of the REIT or any of its SPVs, or
(iii). terms and conditions, covenants or any other stipulations applicable to external commercial borrowings
availed by the schemes of the REIT or any of its SPVs, or
(iv). agreement pursuant to which the scheme of the REIT operates or owns the real estate asset, or generates
revenue or cashflows from such asset (such as, sale deed, lease agreement, and any other agreement of a like
nature, by whatever name called), or
(v). statutory, judicial, regulatory, or governmental stipulations
(-) Any capital expenditure on existing assets owned/ leased by the scheme of REIT, to the extent not funded
by debt/ equity or from contractual reserves created in the earlier years
NDCF at scheme of trust level
Note:
Investment Manager retains the option to distribute any surplus amounts, unless such surplus is required to create
reserves for any subsequent period, as per note 2 and 5 of Chapter 3 and clause (F) Framework for calculation of
Net Distributable Cash Flows (NDCFs).
Surplus cash available in SPV due to:
(i) 5% of NDCF withheld in line with the Regulations in any earlier year or quarter; or
(ii) Such surplus being available in a new SPV on acquisition of such SPV by SM REIT;
(iii) Any other reason, excluding if such surplus cash is available due to any debt raise could be considered for
distribution by the SPV to the Scheme of REIT, or by the Scheme to its Unitholders in part or in full, but needs to
be disclosed separately in the NDCF computation and Distribution.III. Indicative Profit and Loss statement framework used for the purpose of Projections:
Sr. No. Key Components Additional Description
A Lease Rentals Sum of rentals for the relevant period
Includes impact of straight lining of lease rentals and
B Ind AS adjustments unwinding of security deposit from tenants and its
corresponding adjustment in lease rentals
C=A+/-B Revenue from leases/ operations
Expenses include
• Property tax
D Direct Operating expenses
• Insurance
• Operating and maintenance expenses
(CAM expenses)
E=C-D Net Operating income Net Operating income
Expenses include:
• Annual report related charges
• Fund accounting charges
• Annual valuation fees
• Dematerialization charges
F Indirect Operating expenses
• Legal & Professional fees
• Director fees
• Audit fees
• Investment Manager fees
• Other expenses
G=D+F Total operating expenses
H Interest and other income
Expenses include:
• Trustee fees
• Stock exchange fees
I Scheme level expenses
• Audit fees
• Unitholder meeting expenses
• Other expenses
J=E-F+H-I EBITDA
Notes:
(1) Operating expenses (Direct as well as Indirect Operating Expenses) for Projections years have been
calculated on the assumptions set forth in this report. Direct and indirect expenses have been determined by
the Manager based on internal/ management reporting.
(2) NOI and EBITDA are not a recognized measure under Ind AS and may not be comparable with measures
with similar names presented by other companies. NOI or EBITDA should not be considered by itself or as a
substitute for other measures of operating performance, liquidity or ability to pay dividends. For further
details, refer to General Terms, Definitions and Abbreviation.(3) Ind AS Adjustments in accordance with applicable accounting policies
It is clarified that in addition to the line items reflected in Indicative Profit and Loss Statement Framework
Used for the Purposes of Projections, Revenue from operations is impacted by applicable Ind AS adjustments.
Select key Ind AS adjustments made to arrive at Revenue from operations for Celestia SPVs include:
• Straight lining of contractual rent escalation on lease contracts over period of lock-in term of lease.
• Fair valuation of lease deposits wherein the deposit liability has been recognised at fair value using a
discounting rate. The difference between the transaction price and the fair value of lease deposits is recognised
as deferred lease rental and recognised as an income over the lock-in term of lease.
[This space is intentionally left blank]ANNEXURE 2
VALUATION REPORT
(This page has been left intentionally blank)Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Valuation Report
Leasable Space in 7 (seven)
floors in Stratum @ Venus
Grounds
Ahmedabad, Gujarat, India
Submitted To:
PropShare Investment Manager Private Limited
Date of Valuation:
30 September 2025
Date of Report:
06 January 2026
Prepared By:
KZEN VALTECH PRIVATE LIMITED
IBBI/RV-E/05/2022/164
KZEN VALTECH PRIVATE LIMITED - 1 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
EXECUTIVE SUMMARY
Subject Project Celestia (Stratum@Venus Grounds)
Project
Name
Subject Stratum@Venus Grounds, FP/CS/Plot No: 644/2 (R.S. No. 182/P, 183/P, 185), Nehru Nagar, Ahmedabad
Property – 380015, Gujarat, INDIA
Address
Land Area Total land area of Subject Project as indicated by Client is ~9,754 sq.m. Client has indicated that out of this
total land area of Subject Project, they will be entitled to proportionate undivided share, right, title and interest
totalling to ~26,910 square feet or ~2,500 square meters in the Subject Project land together with 200
exclusive car parking spaces along with rights to enjoy other utilities including garden, with common services
and facilities, all rights of easements, latent or patent, enjoyed or reputed to be enjoyed in connection with
the Subject Property including right to use the internal roads of Project Celestia as is indicated in the
executed Letter of Intent (“LoI”) executed between Client and Venus Infrastructure and Developers Private
Limited (“CO”), current owner of the Subject Project as indicated by Client (please refer Annexure – 1 for
relevant excerpts of this executed LoI).
Brief Subject Project and Subject Property are located in Nehru Nagar of Ahmedabad city with frontage on and
Description access from Surendra Mangaldas Road in the south-western quadrant of Ahmedabad city, which is one of
its established commercial markets. Subject Project is located ~8.6 km from Kalupur Railway Station, ~3.7
km from Rajiv Nagar Metro Station, and at a distance of approx. 15.0 km from Sardar Patel International
Airport. Subject Project and Subject Property are Grade A+ Commercial office development that are
currently operational. Subject Property offers a total leasable area of approximately 2,07,838 sq.ft. spread
over 7 (seven) floors (out of G+16 upper floors that constitute the Subject Project). Subject Project has good
frontage along two access roads, while access to Subject Property is through one (1) entrance (through the
side access road) and one (1) exit (through the service lane to main access road). Subject Project is
predominantly surrounded by retail and office spaces followed by residential developments.
Subject Leasable area details of the Subject Property as shared by the Client are given below:
Property
Sl. Subject Floor Leasable Area
Details No. Property Number Tenant’s Name (sq.ft.) of
Component Subject Property
1. Part 1 16 Paragraph Khajanchi Business Centre LLP 28,917
2. Part 2 10 Paragraph Khajanchi Business Centre LLP 26,028
3. Part 3 2 Paragraph Khajanchi Business Centre LLP 35,780
4. Part 4 15 EFC Limited 55,431
5. Part 5 13 Smartworks Coworking Spaces Pvt Limited 28,584
6. Part 6 14 Smartworks Coworking Spaces Pvt Limited 27,527
7. Part 7 4 Ericsson (lease signed in Oct 2025 as confirmed by Client) 5,571
Total Leasable Area 2,07,838
Based on the site inspection, it is found that the Subject Project and Subject Property are completed and
operational. There are no under-construction components within the Subject Property, and Subject Project.
Location
Map
KZEN VALTECH PRIVATE LIMITED - 2 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Key The table below summarizes key valuation assumptions used in the estimate.
Assumptions
Particulars Description
Subject Property
Specific Information
Nature of Property Commercial Office Development
Current Status Completed and Operational
Total Leasable Area 2,07,838 sq. ft.
Age of Subject Project Sl. Subject Age of Usage Status Subject
No. Project the Type Property
Name Subject Leasable
Project Area
(sq. ft.)
1. Project ~ 3.5 Commercial Completed in 2,07,838
Celestia years February
2022 as per
Occupancy
Certificate
scan copy
provided by
Client
In addition to the above, the undivided rights, title and interest in the following
components are also part of the Subject Property.
▪ Total utility areas and internal roads.
▪ Total open spaces.
▪ Other areas, such as gardens, among others.
▪ Internal common areas, such as lift lobbies, parking areas in stilt
parking levels, etc.
Revenue Assumptions
In-Place Rent INR 76 per sq. ft. per month, as of 30 September 2025
Market / Marginal Rent INR 74.0 per sq. ft. per month, as of 30 September 2025
Financial Assumptions
Exit Cap Rate 8.00%
Discount Rate / WACC 11.75%
Opinion on INR2,503,460,000/- (Indian Rupees Two Billion Five Hundred Three Million Four Hundred Sixty
Market Value Thousand)
as on 30th Note: Opinion on market value presented in this report is subject to following facts and Special and Significant
September Assumptions, and is based conditionally on Legal Opinion Report dated 06 January 2026 (“LO”) issued by Cyril
2025 Amarchand Mangaldas (“CAM”) to Client and Valuer (please refer Annexure – 7 to this Report), and LOI including
Addendum dated 05 January 2026 (please refer Annexure – 1 to this Report for relevant excerpts of the LOI
including the Addendum) which LO and Client have confirmed to be binding on both Client and CO, and will allow
Propshare Celestia SMREIT to have 100% rights and interests in the Subject Asset in future:
a) LO and Client have confirmed that Client and/or Propshare Celestia SMREIT are not the owners of Subject
Asset as on the date of this opinion on market value,
b) LO and Client have represented that LOI including the Addendum has been signed between the CO and
Client which sets out the broad terms and conditions of the transaction/sale of Subject Property and Subject
Asset, which will happen at a future date,
KZEN VALTECH PRIVATE LIMITED - 3 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
c) LO and Client have further represented that basis this LOI, Client or Propshare Celestia SMREIT, will
become the complete owner of the Subject Property, and will have 100% (one hundred percent) rights,
ownership, and interests in the Subject Property, conditional on signing of subsequent “Transaction
Documents”, which in this LOI have been indicated to be:
i. Sale Deed for conveying ownership of Subject Asset from CO to Client,
ii. Tripartite Deed of Attornment / Deed of Adherence to be signed between CO, Client, and current
tenants on the Subject Asset (if applicable), and
iii. Any other documents, etc.
d) LO and Client have additionally represented that post execution of the aforesaid Transaction Documents,
Propshare Celestia SMREIT / Client will become the sole, undisputed, primary, and exclusive beneficiary of
all cash flows from the Subject Property and Subject Asset.
e) LO and Client have confirmed that no fresh leases will be signed with the existing tenants and that post
signing of the Tripartite Deed of Attornment / Deed of Adherence between CO, Client, and current tenants,
all cash flows, including rentals, CAM, property maintenance expenses, etc. will all flow to the Client /
Propshare Celestia SMREIT and nothing to the CO.
f) LO and Client have also confirmed that the current lease details as provided in LOI and the current lease
agreements, which are currently in force with respect to the Subject Property and Subject Asset, will
continue unchanged after Client / Propshare Celestia SMREIT has become the sole owner of the Subject
Asset post execution of the Transaction Documents.
g) Client has confirmed that that there are currently two loans existing on the Subject Property, one from
HDFC Bank and the other from Kotak Mahindra Bank, which will be retired before Propshare Celestia
SMREIT is listed. Client and LO have further confirmed that there are no other arrears and/or payments due
to any entity and/or individual, anywhere in the world, and neither government authority(ies) nor banks nor
financial institutions nor any other creditor(s) have any charge on the title, ownership, rights, and interests of
the reference-cited Subject Property, it can be freely transacted without any encumbrances and/or
restrictions in the open market, and there are no onerous aspects that may pertain to the legal ownership of
Client / Propshare Celestia SMREIT in future with respect to the reference-cited Subject Property that may
hinder and/or obstruct its free and unrestricted sale in the open market.
Readers of the report are hereby advised that the aforementioned opinion on market value of the Subject Asset
is contingent and based on LO and LOI, which the Valuer has considered upon Client’s confirmation, with respect
to Client’s / Propshare Celestia SMREIT’s future ownership, rights, and interests in the Subject Property, among
other aspects stated in the LO and LOI, such as persistence of existing leases and lease covenants. In the event
that the LO and LOI with respect to ownership, rights, and interests, liens, encumbrances, debt, and persistence
of existing leases and lease covenants among other aspects related to and in the Subject Property along with
Client’s representation(s) on LOI, is not valid and/or defective as on the date of this opinion on market value and
Client / Propshare Celestia SMREIT will have no or limited ownership, rights, and/or interests in the Subject
Property as on date of this opinion on market value, then this opinion on market value of Subject Asset will be
rendered invalid, voided, and will stand cancelled, and is not to be considered for any purposes, including those
as indicated in this report.
Readers of this report are also advised that these Special and Significant Assumptions indicated in this report are
not exhaustive in nature and are to be read in conjunction with and context of this entire report. Opinion on market
value of Subject Asset presented in this report is subject to the all Special and Significant Assumptions along with
other caveats, disclaimers, disclosures, among other commentary, presented in various parts of this Report.
KZEN VALTECH PRIVATE LIMITED - 4 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
TABLE OF CONTENTS
1 INTRODUCTION ................................................................................................................................................................................................. 8
1.1 INSTRUCTIONS ....................................................................................................................................................................................... 8
1.2 PURPOSE OF VALUATION ......................................................................................................................................................................... 8
1.3 RELIANT PARTIES ................................................................................................................................................................................... 8
1.4 VALUER’S CAPABILITY ............................................................................................................................................................................. 9
1.5 INDEPENDENCE, CONFLICT OF INTEREST AND VALUER’S INTEREST ........................................................................................................... 10
1.6 ASSUMPTIONS, DEPARTURES AND RESERVATIONS .................................................................................................................................. 10
1.7 INSPECTION OF THE SUBJECT PROPERTY ............................................................................................................................................... 10
1.8 GENERAL COMMENT ............................................................................................................................................................................. 10
1.9 CONFIDENTIALITY ................................................................................................................................................................................. 10
1.10 AUTHORITY .......................................................................................................................................................................................... 11
1.11 LIMITATION OF LIABILITY ........................................................................................................................................................................ 11
1.12 RESTRICTIONS ON DISCLOSURE AND PUBLICATION .................................................................................................................................. 11
1.13 ANTI-BRIBERY AND ANTI-CORRUPTION ................................................................................................................................................... 11
2 VALUATION APPROACH AND METHODOLOGY .................................................................................................................................................... 15
2.1 VALUATION STANDARDS ADOPTED ......................................................................................................................................................... 15
2.2 BASIS OF VALUATION ............................................................................................................................................................................ 15
2.3 APPROACH AND METHODOLOGY ............................................................................................................................................................ 15
3 INVESTIGATION, NATURE AND SOURCES OF INFORMATION ................................................................................................................................. 17
4 VALUATION CERTIFICATE ................................................................................................................................................................................ 18
5 SUBJECT PROPERTY ANALYSIS ....................................................................................................................................................................... 22
5.1 DETAILS OF THE SUBJECT PROJECT AND SUBJECT PROPERTY ................................................................................................................. 22
5.2 LOCATION OF THE SUBJECT PROJECT .................................................................................................................................................... 23
5.3 DESCRIPTION OF THE SUBJECT PROJECT AND ITS SURROUNDINGS ........................................................................................................... 23
5.4 DESCRIPTION OF THE SUBJECT PROPERTY ............................................................................................................................................. 24
5.5 SUBJECT PROPERTY INSPECTION .......................................................................................................................................................... 25
5.6 OTHER RELEVANT INFORMATION: SUBJECT PROJECT AND SUBJECT PROPERTY ........................................................................................ 29
5.7 TENANCY ANALYSIS .............................................................................................................................................................................. 30
6 MARKET SCAN OF THE CITY AND THE MICRO-MARKET ...................................................................................................................................... 33
6.1 INTRODUCTION ..................................................................................................................................................................................... 33
6.2 EVOLUTION OF AHMEDABAD OFFICE MARKET ......................................................................................................................................... 33
6.3 AHMEDABAD INFRASTRUCTURE OVERVIEW ............................................................................................................................................. 35
6.4 CLASSIFICATION OF OFFICE STOCK ........................................................................................................................................................ 36
6.5 KEY OFFICE SUBMARKETS: SNAPSHOT .................................................................................................................................................. 37
6.6 MARKET DYNAMICS - DEMAND, SUPPLY, VACANCY & RENTAL TRENDS ..................................................................................................... 39
6.7 TRENDS IN GROSS LEASING ACTIVITY .................................................................................................................................................... 42
6.8 OVERVIEW OF THE FLEX MARKET IN AHMEDABAD ..................................................................................................................................... 43
6.9 OUTLOOK – AHMEDABAD OFFICE SECTOR .............................................................................................................................................. 45
6.10 SBD OFFICE MARKET OVERVIEW .......................................................................................................................................................... 46
7 MARKET VALUE ESTIMATE .............................................................................................................................................................................. 54
7.1 ADOPTED PROCEDURE ......................................................................................................................................................................... 54
7.2 CASH FLOW PROJECTIONS .................................................................................................................................................................... 54
7.3 MARKET ASSUMPTIONS ......................................................................................................................................................................... 55
7.4 CONSTRUCTION TIMELINES ................................................................................................................................................................... 59
7.5 ABSORPTION/LEASING VELOCITY AND OCCUPANCY PROFILE.................................................................................................................... 59
7.6 KEY ASSUMPTIONS AND INPUTS ............................................................................................................................................................. 60
7.7 CONCLUSION: OPINION ON MARKET VALUE ............................................................................................................................................ 63
7.8 SENSITIVITY ANALYSES ......................................................................................................................................................................... 65
ANNEXURE – 01: EXTRACT OF LETTER OF INTENT ....................................................................................................................................................... 66
ANNEXURE – 02: COPY OF SANCTIONED LAYOUT PLAN OF THE SUBJECT PROJECT ...................................................................................................... 69
ANNEXURE – 02A: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 2ND FLOOR ............................................................................ 70
ANNEXURE – 02B: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 4TH FLOOR ............................................................................. 71
ANNEXURE – 02C: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 10TH FLOOR ........................................................................... 72
ANNEXURE – 02D: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 13TH FLOOR ........................................................................... 73
ANNEXURE – 02E: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 14TH FLOOR ........................................................................... 74
ANNEXURE – 02F: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 15TH FLOOR ........................................................................... 75
ANNEXURE – 02G: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 16TH FLOOR........................................................................... 76
ANNEXURE – 03: STATEMENT OF KEY ASSETS FOR THE SUBJECT PROPERTY ............................................................................................................... 77
ANNEXURE – 04: APPROVALS AND NOCS: SUBJECT PROJECT AND SUBJECT PROPERTY ............................................................................................. 78
ANNEXURE – 05: READY RECKONER RATE APPLICABLE FOR THE SUBJECT PROPERTY ................................................................................................. 79
ANNEXURE – 06: DISCOUNTED CASH FLOW PROFILE .................................................................................................................................................. 80
ANNEXURE – 07: LEGAL OPINION ISSUED BY CYRIL AMARCHAND MANGALDAS ............................................................................................................. 81
ANNEXURE – 08: RENT BENCHMARKING .................................................................................................................................................................... 87
ANNEXURE – 09: CAPITALIZATION RATE CALCULATIONS ............................................................................................................................................. 88
ANNEXURE – 10: MATERIAL LITIGATIONS ................................................................................................................................................................... 89
ANNEXURE – 11: CAVEATS, LIMITATIONS, AND DISCLAIMERS....................................................................................................................................... 90
ANNEXURE – 12: MANDATORY DISCLOSURES AS PER REGULATION 21(3) .................................................................................................................... 94
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LIST OF TABLES
Table 2.1: Different Valuation Methods and Description........................................................................................................................................ 16
Table 5.1: Details of the Subject Project and Subject Property ............................................................................................................................. 22
Table 5.2: Distance of the Subject Project from Major Landmarks of Ahmedabad City ........................................................................................ 23
Table 5.3: Key Subject Property-Specific Information ........................................................................................................................................... 24
Table 5.4: Tenants Arranged as per Leasable Areas* ........................................................................................................................................... 30
Table 5.5: Tenants as per Gross Rentals .............................................................................................................................................................. 31
Table 6.1: Key financial incentives under Gujarat IT-ITeS Policy (2022-2027) ..................................................................................................... 34
Table 6.2: Ahmedabad Demographic and Economic Profile, 2024 ....................................................................................................................... 34
Table 6.3: Office Market Snapshot (As of 30th September 2025) ......................................................................................................................... 35
Table 6.4: Overview of Ahmedabad’s office submarkets – Overall Grade A (As of 30th September 2025) ......................................................... 37
Table 6.5: Overview of Ahmedabad’s office submarkets – Grade A+ (As of 30th September 2025) .................................................................... 38
Table 6.6: Rental CAGR comparison: Grade A+ vs Overall Grade A.................................................................................................................... 41
Table 6.7: Flex Market Snapshot (As of 30th September 2025) ............................................................................................................................ 43
Table 6.8: Distribution of flex stock across submarkets ......................................................................................................................................... 45
Table 6.9: Overview of SBD office submarket ....................................................................................................................................................... 48
Table 7:1 Key Market Assumptions ....................................................................................................................................................................... 55
Table 7.2: Adjustments on Revenues and Operational Expenses ........................................................................................................................ 59
Table 7.3: Key Assumptions Used while opining on market value of Subject Asset ............................................................................................. 60
Table 7.4: Opinion on Market Value of the Subject Asset ..................................................................................................................................... 64
Table 7.5 Ready Reckoner Rates applicable to Subject Property on 30 September 2025 ................................................................................... 65
Annexure Table 1 Calculation of Terminal Cash Flow from NOI using Capitalization Rate .................................................................................. 80
LIST OF MAPS
Map 5.1: Location of the Subject Project Site with respect to Ahmedabad City .................................................................................................... 23
Map 5.2: Indicative Location of Subject Project and its Surrounding Developments ............................................................................................ 24
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LIST OF ABBREVIATIONS
BSE Bombay Stock Exchange
CBD Central Business District
ORR Outer Ring Road
DCR Development Controls & Regulations
FSI Floor Space Index
GNT Grand Northern Trunk
GST Grand Southern Trunk
HVAC Heating, Ventilation, and Air Conditioning
INR Indian National Rupees
IT Information Technology
ITES IT enabled Services
IVSC International Valuation Standards Council
km kilometer
LOE Letter of Engagement
LOI Letter of Intent
LO Legal Opinion for Subject Property prepared by Cyril Amarchand Mangaldas (CAM)
PBD Peripheral Business District
PO Proposed Owners
REIT Real Estate Investment Trust
RICS Royal Institution of Chartered Surveyors
SBD Secondar Business District
SEZ Special Economic Zone
SH State Highway
STP Sewage Treatment Plant
sq. ft. square feet
sq. m square meter
Title DD Title Due Diligence Report for Subject Property prepared by Cyril Amarchand Mangaldas (CAM)
CONVERSION OF UNITS
1 acre 43,559.66 sq. ft.
1 acre 4,046.9 sq. m.
1 sq. m. 1.196 sq. yards
1 sq. m. 10.764 sq. ft.
1 meter 1.0936 yards
1 meter 3.28 ft.
1 cent 435.6 sq. ft.
KZEN VALTECH PRIVATE LIMITED - 7 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
1 I
NTRODUCTION
1.1 INSTRUCTIONS
PropShare Investment Manager Private Limited (hereinafter referred to as the “Client”
and/or “Manager”), in its capacity as Manager of the small and medium real estate investment
trust, namely Propshare Celestia SMREIT, 3rd Scheme of Property Share Investment Trust,
has appointed KZEN VALTECH PRIVATE LIMITED, Registered Valuer Entity with Insolvency
and Bankruptcy Board of India (“IBBI”) bearing registration no. IBBI/RV-E/05/2022/164
(hereinafter referred to as the “Valuer”) to provide an independent opinion on Market Value of
commercial office space located at Subject Project (defined later in this report), vide Letter of
Engagement dated 26 December 2025 (“LOE”). Client intends to seek an independent opinion
on Market Value for the disclosure of valuation of assets, forming part of Propshare Celestia
SMREIT, in accordance with the Securities and Exchange Board of India (Real Estate
Investment Trusts) (Amendment) Regulations, 2024 dated 8th March 2024 and Securities and
Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, as amended,
together with clarifications, guidelines and notifications thereunder in the Indian stock
exchange.
This report presents Valuer’s opinion on Market Value of commercial office space located on
seven floors, namely Floor 2 (R209 to R214), 4 (426 to 430), 10 (C1016 to C1030), 13 (C1301
to C1315), 14 (C1401 to C1414), 15 (Entire Floor), 16 (C1616 to C1630) (hereinafter referred
to as the “Subject Property”) in the overall development namely Stratum@Venus Grounds
located at FP/CS/Plot No: 644/2 (R.S. No. 182/P, 183/P, 185), Nehru Nagar, Ahmedabad –
380015, Gujarat, India (hereinafter referred to as the “Subject Project”).
Client has represented that, as on the date of this opinion on market value, they have signed
a Letter of Intent (“LoI”) that includes an Addendum dated 05 January 2026 with Venus
Infrastructure and Developers Private Limited (“CO”), current owner of the Subject Project,
which LO has confirmed to be binding on both the Client and the CO, who have signed both
these documents (please refer Annexure – 1 for relevant excerpts of this LOI along with the
Addendum).
Client has further indicated that they will have unconditional 100% (one hundred percent)
ownership, rights and interests in Subject Property in future subject to execution of additional
documents as indicated in the LoI, which may also be construed as being the sole, exclusive,
entire, and primary beneficiary and recipient of all cash flows from the Subject Property at
a future date, which are referred to as “Subject Asset” for the purpose of this opinion on
market value report.
1.2 PURPOSE OF VALUATION
The purpose of this valuation is to estimate the market value of the Subject Asset as part of
Propshare Celestia SMREIT for disclosure of valuation of assets, forming part of the portfolio
of Propshare Celestia SMREIT, in accordance with the Securities and Exchange Board of
India (Real Estate Investment Trusts) (Amendment) Regulations, 2024 dated 8th March 2024,
and Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations,
2014, as amended together with clarifications, guidelines and notifications thereunder in the
Indian stock exchange. In addition, other documents in relation to the regulatory filings such
as publicity material, research reports, presentations and press releases will also be prepared,
wherein copies, summary or extracts of the Valuation Report are intended to be included.
1.3 RELIANT PARTIES
The reliance on the Valuation Report prepared as part of this engagement is extended to the
Manager, Propshare Celestia SMREIT and other parties including the trustee of Propshare
KZEN VALTECH PRIVATE LIMITED - 8 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Celestia SMREIT, debenture trustee(s), stock exchanges, unitholders of Propshare Celestia
SMREIT, Securities and Exchange Board of India (‘SEBI’), credit rating agencies, lenders to
the Propshare Celestia SMREIT and/or its special purpose vehicles or any other person within
or outside India as the Manager may deem fit for the purpose as highlighted in this report
(valuation). The Valuer, however, would extend no liability to such reliant parties save and
except for gross and willful negligence. The valuation exercise is conducted strictly and only
for the use of the parties as stated above who need to rely on such valuation (“Reliant Party”)
and for the Purpose specifically stated. The Client shall make all reliant parties aware of the
terms and conditions of the engagement under which this exercise is being undertaken and
take due acknowledgements to the same effect.
1.4 VALUER’S CAPABILITY
KZEN VALTECH PRIVATE LIMITED, bearing Registered Valuer Entity number IBBI/RV-
E/05/2022/164 with IBBI has been appointed as the Valuer for providing opinions on market
value of the respective Subject Properties. Mr. Sachin Gulaty, Director, KZEN VALTECH
PRIVATE LIMITED, is registered as a valuer with IBBI for the asset class Land and Building
under the provisions of The Companies (Registered Valuers and Valuation) Rules, 2017 since
13 August 2021. He qualified for the degree of Bachelor of Architecture from School of
Planning and Architecture, New Delhi in 1997, and qualified for the degree of Master in
Planning with specialization in Urban Planning from School of Planning and Architecture, New
Delhi in 2002. He, subsequently, undertook distance learning from SVKM’s Narsee Monjee
Institute of Management Studies (“NMIMS”) Global Access – School for Continuing Education,
qualified for the two-years Post Graduate Diploma in Banking & Financial Management and
was awarded this Post Graduate Diploma in July 2018. Mr. Gulaty has almost 28 years of
experience, including one and a half years of post-graduate education, spread over domains
of architecture, urban planning, urban infrastructure, real estate advisory, and real estate asset
valuation. He was the National Head of Valuations for Jones Lang LaSalle Property
Consultants (India) Private Limited (“JLL India”), a leading International Property Consulting
firm in India, from 2010 to 2021. Prior to this role, Mr. Gulaty gained practical experience in
providing architecture services, town and city planning, and research related to regulatory
studies and urban governance covering urban infrastructure such as water supply, sanitation,
solid waste management, and urban transport, among other aspects. In the early part of his
career, he worked with renowned architectural services firm, Kuldip Singh & Associates, and
The Energy and Resources Institute (“TERI”). His last employment was with JLL as Senior
Director and National Head for Valuations.
As the National Head of Valuations at JLL India, he led numerous valuation exercises for
multiple financial institutions, private equity/real estate funds, corporates, industrial houses,
government departments, and developers across multiple real estate asset classes of
commercial, retail, residential, industrial, healthcare, and hospitality, among others. Clientele
served by him across his entire career till date, under various employments, includes
Brookfield, GIC, Qatar Investment Authority, JP Morgan, BlackRock, CapitaLand, Citibank,
Standard Chartered Bank, Yes Bank, Kotak Mahindra, Maruti Suzuki, Indiabulls, Dubai Port
World, World Bank, DLF, RMZ, Shriram Properties, DIPAM, NHAI, NBCC, AAI, and RLDA,
among others. Mr. Gulaty, who carries IBBI Registration Number: IBBI/RV/02/2021/14284, is
enrolled with the Institute of Valuers Registered Valuers Foundation (“IOVRVF”), is a Fellow
of Royal Institution of Chartered Surveyors (“RICS”), Fellow and Lifetime Member of Institute
of Valuers, India (“IOV”), admitted as an Arbitrator (India) on the RICS Panel of Dispute
Resolvers & Expert Witnesses, empaneled as an Arbitrator on the India International
Arbitration Centre (“IIAC”) Panel of Arbitrators for Domestic and International Arbitration as an
Eminent Person, RICS Accredited Mediator, and features in the global list of RICS Trained
Assessors, has prepared and signed this report on behalf of RV-E.
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1.5 INDEPENDENCE, CONFLICT OF INTEREST AND VALUER’S INTEREST
The Valuer confirms that there are no conflicts of interest in so far as discharging his duties
as a valuer for the Subject Asset is concerned. The Valuer has undertaken the valuation
exercise without the presence of any bias, coercion, or undue influence of any party, whether
directly connected to the valuation assignment. There has not been any professional
association with the Client (except as valuer of the underlying real estate interest in Propshare
Platina REIT and Propshare Titania REIT) and/or the Subject Project and/or the Subject Asset
in past five years from his engagement as the Valuer, except as valuer under the SEBI (REIT)
Regulations, 2014, and Securities and Exchange Board of India (Real Estate Investment
Trusts) (Amendment) Regulations, 2024 dated 8th March 2024. The Valuer certifies that
he/she does not have a pecuniary interest, financial or otherwise, that could conflict with the
proper valuation of the Subject Asset (including the parties with whom the Client is dealing,
including the lender or selling agent, if any) and has accepted instructions to opine on market
value the Subject Asset only from the Client.
1.6 ASSUMPTIONS, DEPARTURES AND RESERVATIONS
This Valuation Report has been prepared on the basis of the assumptions indicated and
detailed within this report. The leasable area, undivided share in land area and lease details
such as lease rent, lease commencement, rent commencement and lease end dates, lock-in
period, escalation terms, among other covenants pertaining to the Subject Property, and,
consequently Subject Asset, is based on the appropriate relevant documents, which have
been provided by the Client and the same have been adopted for the purpose of this opinion
on market value.
1.7 INSPECTION OF THE SUBJECT PROPERTY
Subject Property was last visually inspected on 04 December 2025 by the Valuer in the
presence of Client-nominated representatives and subsequently no site visits have been
conducted. No measurement or building survey has been carried out as part of the valuation
exercise. The Valuer has relied entirely on the site and built areas provided by the Client,
which have been assumed to be correct. Based on discussions with Client, it has been
assumed that no material change in the condition of the Subject Property has taken place in
accordance with the information shared post Valuer’s last visit to and visual inspection of
Subject Property and in the intervening period from the valuation date of this report and
Valuer’s last visit to and visual inspection of Subject Property.
1.8 GENERAL COMMENT
A valuation is an estimation of price, not a guarantee. By necessity, it requires the Valuer to
make subjective judgments that, even if logical and appropriate, may differ from those made
by a purchaser, or another valuer. Historically it has been considered that valuers may properly
conclude within a range of possible values. The purpose of the valuation does not alter the
approach to the valuation. Property values can change substantially, even over short periods
of time, and thus the valuation of the Subject Asset herein could differ significantly if the date
of valuation was to change. This report should not be relied upon for any other purpose other
than for which this valuation exercise has been undertaken.
1.9 CONFIDENTIALITY
The contents of this Valuation Report are intended for the specific purpose stated.
Consequently, and in accordance with current practice, no responsibility is accepted to any
other party in respect of the whole or any part of its contents, except as maybe required in
connection with the disclosure of valuation of assets, forming part of the portfolio of Propshare
Celestia SMREIT, under the applicable law.
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1.10 AUTHORITY
Client acknowledges and agrees that the valuation exercise undertaken (including, without
limitation, the Reports itself and the contents thereof) is solely for the purpose set out in
Section 1.2 herein. If Client desires to use this Report in any offering or other investment
material for purpose other than as mentioned in the Section 1.2 herein, then (a) Valuer will
require, and the Client must provide or cause to be provided, an indemnification agreement in
Valuer’s favor, given by parties reasonably satisfactory to Valuer, and (b) Client will obtain
Valuer’s consent to the references to this Report in such materials.
1.11 LIMITATION OF LIABILITY
Valuer has provided these services exercising due care and skill but does not accept any legal
liability arising from negligence or otherwise to any person in relation to possible
environmental site contamination or any failure to comply with environmental legislation which
may affect the opinion on market value of the Subject Property and/or Subject Asset. Further,
the Valuer shall not accept liability for any errors, misstatements, omissions in the report
caused due to false, misleading or incomplete information or documentation provided to
Valuer by the Client. Valuer’s maximum aggregate liability for claims arising out of or in
connection with the Valuation, under this engagement shall not exceed the professional fee
paid to Valuer under the engagement. In the event that the Manager, the sponsors, the
trustee(s) of Propshare Celestia SMREIT, or other intermediaries appointed by the Manager
and/or Propshare Celestia SMREIT and/or its SPVs be subject to any claim (“Claim Parties”)
in connection with, arising out of or attributable to the Report, the Claim Parties will be entitled
to require the Valuer to be a necessary party/respondent to such claim and Valuer shall not
object to its inclusion as a necessary party/respondent. In all such cases, the Manager, on
behalf of Propshare Celestia SMREIT, agrees to bear upfront the actual cost (which shall
include legal fees and external counsel’s fee) incurred by the Valuer while becoming a
necessary party/respondent. If the Valuer does not cooperate to be named as a
party/respondent to such claims in providing adequate/successful defense in defending such
claims, the Claim Parties jointly or severally will be entitled to initiate a separate claim against
the Valuer in this regard. The Valuer will neither be responsible for any legal due diligence,
title search, and physical measurements nor undertake any verification / validation of the
zoning regulations / development controls with any government departments/authorities,
among other aspects.
1.12 RESTRICTIONS ON DISCLOSURE AND PUBLICATION
The Valuer must not disclose the contents of this Valuation Report to a third party in any way,
except as allowed under the Securities and Exchange Board of India (Real Estate Investment
Trusts) (Amendment) Regulations, 2024 dated 8th March 2024, Securities Exchange Board of
India (Real Estate Investment Trust) Regulations, 2014 along with SEBI (Real Estate
Investment Trusts) (Amendment) Regulations 2016 and subsequent amendments and
circulars. As per the terms and regulation 2(1) of the Securities Exchange Board of India (Real
Estate Investment Trust) Regulations, 2014 along with SEBI (Real Estate Investment Trusts)
(Amendment) Regulations 2016 and subsequent amendments and circulars and Securities
and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations,
2024 dated 8th March 2024, it may be noted that the Valuation report is prepared in accordance
with said REIT regulations.
1.13 ANTI-BRIBERY AND ANTI-CORRUPTION
Valuer represents, warrants and undertakes that the Valuer is familiar with applicable Anti-
Corruption Laws under this Agreement including but not limited to Prevention of Corruption
Act 1988 and will ensure that neither it nor any of its officers, directors, shareholders,
employees and agents or any other person acting under its implied or express authority will
engage in any activity, practice or conduct which would constitute an offence under, or expose
KZEN VALTECH PRIVATE LIMITED - 11 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
or potentially expose either Party to any direct or indirect liability, under Applicable Anti-
Corruption Laws. It is further agreed that breach of any of the above undertakings shall be
deemed to be a material breach of the Agreement and in case the Valuer is insisted upon or
asserted by Client to violate any of the above said undertakings including Anti-Corruption
regulations in any form or manner, on pretext of business relationship or otherwise, the Valuer
shall have a discretionary right to terminate this Agreement without any liability or obligation
on his part. Such termination of this Agreement shall not in any way prejudice the rights and
obligations (including payment for the services delivered under this Agreement) already
accrued to the Valuer, prior to such termination.
KEY ASSUMPTIONS, QUALIFICATIONS, LIMITATIONS AND DISCLAIMERS
1. Type of Estimate The scope of the assignment covers only estimating Market Value of the Subject Asset and
not a business valuation for either the Client or any of their subsidiaries or associated
companies, etc. The estimate is based on extent of data/information provided by the Client
and estimate has limited coverage wherever full data/information is not made available by
the Client.
2. Legal Due- Legal due diligence for establishing clarity of title, ownership, encumbrances if any, notices
Diligence and/or disputes if any, among other legal-related issues are not part of scope of work for this
assignment. In all likelihood, an independent legal agency would be covering this aspect,
details of which can be obtained from the Client. CAM has shared LO (please refer Annexure
– 7 to this report) which Valuer has relied upon assuming it to be correct, authentic, and
reliable, basis Client’s instructions.
3. Information The Valuer has relied on the information provided by the Client and the same has been
Provided by the assumed to be correct and has been used in the valuation. Where it is stated that another
Client and party has supplied information to the Valuer, this information is believed to be reliable. The
Others Valuer cannot accept any responsibility for accuracy and non-reliability of such information.
4. Regulatory Due- Regulatory due diligence is not part of scope of work for this assignment. In all likelihood, an
Diligence independent legal agency would be covering this aspect, details of which can be obtained
from the Client.
5. Subject Project Review of the Subject Asset and Subject Property is based on information provided by the
Status, Schedule Client and does not consider any unforeseeable developments which could impact the same
and Subject in the future. The estimate does not account for any capital expenses incurred by the Client
Project Costing on the existing and/or ongoing development works in the Subject Property, if any. Auditing
any figures is not part of the scope of work under this assignment. In all likelihood, an
independent auditing agency would be covering this aspect, details of which can be obtained
from the Client.
6. Market The Valuer has taken into consideration the general conditions in the market with respect to
Conditions and broad demand and supply while opining on market value of the Subject Asset. The Valuer
Trends has compared other comparable properties on the basis of many factors and as far as
possible tried to remove / account for the differences in type, location and quality of the
properties.
7. Information on The Valuer has relied on the rent roll including lease terms & conditions of the existing and
Leases one proposed lease, as given by the Client. Valuer has also been provided with a scanned
Performance copy of the LOI that appears to be signed and executed by Client and CO (please refer
Annexure – 1 for relevant excerpts of this LOI along with the Addendum). The Valuer has,
consequently, upon Client’s instruction, opined on market value of Subject Asset considering
the existing lease deeds and one proposed lease deed, which Client has represented and
confirmed will devolve without any changes to Client post execution documents indicated in
the LOI. Valuer has relied on all information provided to them by the Client as complete,
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authentic, correct, and reliable. The Valuer has relied on current ongoing leasing details to
the extent data/information made available by the Client.
8. Site The Valuer has visited and only visually inspected the Subject Property and based on the
Investigations information made available by the Client the opinion on market value of Subject Asset has
and Illustrations been formed on the basis that Subject Property and Subject Asset are free from any
encroachments and encumbrances as on the date of valuation. The Valuer has not carried
out any structural survey nor tested the building services. No geographical or geo-physical
survey was carried out. No environmental assessment has been carried out. Any sketch,
plan or map in the report is included to assist reader while visualizing the Subject Property
and Valuer assumes no responsibility in connection with such matters.
9. Development No project cost estimates have been provided by the Client. Development/fit-out progress, if
Cost Estimates any, including capital expenditure progress reported is based on the cost incurred data as
shared by the Client.
10. Environmental Based on Client’s confirmation, Valuer has assumed that the Subject Project, and Subject
Compliance Property are not contaminated and are not adversely affected by any existing and/or
proposed environmental law and/or any processes which may be carried out on the Subject
Property, and Subject Project.
11. Present Ground In the absence of any information to the contrary, the Valuer has assumed that there are no
Conditions abnormal ground conditions, nor archaeological remains present, which might adversely
affect the current or future occupation, and/or development and/or fit-outs, if any, at the
Subject Property and Subject Project. The estimate assumes that the Subject Property, and
Subject Project are free from rot, infestation, structural or latent defect and no currently
known deleterious or hazardous materials or suspect techniques have been used in the
construction of or subsequent alterations or additions to the Subject Project, and Subject
Property and comments made in the Subject Property details do not purport to express an
opinion about, or advice upon, the condition of uninspected parts and should not be taken
as making an implied representation or statement about such parts.
12. Town Planning The Valuer has not made formal search but has generally relied on readily available
and Statutory information to general public. Valuation Report is on the premise of existing use of the
Considerations Subject Property and Subject Project and the Valuer has not considered any government
proposals for road widening or compulsory purchase/ acquisition, or any other statute in force
that might affect the Subject Project and/or Subject Property.
13. Future Market The Valuer has not accounted for any future market development and prospects that have
Development not been announced in the market yet, and market information has been considered to the
and Prospects extent information is known to the Valuer as on the date of valuation. The Valuer does not
warrant that such statements are accurate or correct.
14. Disclaimer The estimate of Market Value is based on documents/information shared by the Client. The
Valuer has not made any allowances with respect to any existing or proposed local legislation
relating to taxation on realization of the sale value of the Subject Asset. The Valuer has relied
on the measurements and information provided at all times, whether from public and private
sources, and has ensured to the best of their ability the correctness and the validity of the
same, by cross checking from various sources. Whilst every effort has been taken to provide
authentic data and analysis, the Valuer, and/or any of their associated companies and/or
their employees are not responsible for any loss, major or minor incurred on the basis of the
information and analyses provided, nor are liable to any damages in any form or shape.
Given the confidential nature of real estate transactions, transaction details for most
properties, which are privately actually transacted, are not in the public domain.
Consequently, there is reliance on information from market sources, which may not be
completely accurate. Thus, information has been crosschecked independently from other
market sources to ascertain the broad credibility of information being provided by the market
sources. This assignment has been done on best effort and knowledge basis. For ease and
simplicity of representation, certain figures may have been rounded.
KZEN VALTECH PRIVATE LIMITED - 13 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
1. Client has shared scanned copy of LOI along with Addendum dated 05 January 2026,
15. Significant
which LO has confirmed to be binding on both the Client and the CO, and confirmed that
Assumptions /
Subject Property, while it is currently not owned by the Client as of the date of this
Major factors
opinion on market value, but Client will have 100% rights and interests in the Subject
considered while
Property in future conditional on execution of additional documents as indicated in the
opining on
LOI. Given that Valuer possesses neither the education and qualification nor the
market value of
necessary tools and is not allowed to provide title due diligence which establishes
Subject Asset
ownership, rights and interests in real properties, Valuer has relied upon Client’s
representation that Client will have 100% (one hundred percent) ownership, rights
and interests in the Subject Property on a future date but before listing of Propshare
Celestia SMREIT, and Client will then become the sole, exclusive, and entire
beneficiary and recipient of all cash flows from the Subject Property. Basis Client’s
instruction and representations, Valuer has considered that Client will be the sole,
exclusive, and entire beneficiary and recipient of all cash flows from Subject Property
while providing this opinion on market value of the Subject Asset. Valuer disclaims
any and all liabilities, financial and/or otherwise, to all entities and/or individuals,
including the Client, for any losses, etc. that may be caused on account of these
aspects. Readers of this report are advised to commission their own title and
ownership due diligence, including establishing Client’s rights and interests, with
respect to the Subject Property, by engaging a reputed and specialist law
firm/lawyers.
2. Client has further confirmed that current lease deeds will devolve to Client as the owner
on a future date but prior to listing of Propshare Celestia SMREIT, and 1 (one) recent
lease deed that has been signed as of October 2025 as confirmed by the Client. Valuer
has assumed, upon Client’s instructions, that there will be no change in the relevant
covenants and terms and conditions stated in the current lease deeds, to be correct,
authentic, and reliable, and has proceeded to opine on the market value of the Subject
Asset considering the covenants, and terms and conditions indicated in these existing
lease deeds and LOI. This review of the current lease deeds and one proposed lease
deed by the Valuer is not to be construed as a legal opinion on and/or approval of the
current ongoing lease deeds and one proposed lease deed shared by Client. Valuer
disclaims any and all liabilities, financial and/or otherwise, to all entities and/or
individuals, including the Client, for any losses, etc. that may be caused in the event
that there are any changes in future projected cash flows on account of any future
changes.
3. Further, Client has stated that there are currently two loans on the Subject Project, one
from HDFC Bank and the other from Kotak Mahindra Bank. Client has further confirmed
that these prior outstanding loan facilities from HDFC Bank and Kotak Mahindra Bank as
availed by the CO of Subject Property will be settled and HDFC Bank’s and Kotak Mahindra
Bank’s charges will be released immediately after execution of all documents as indicated
in the LOI and prior to listing of Propshare Celestia SMREIT. Client has additionally
confirmed that there are no other prior debt and/or dues and/or arrears pending against
the Subject Property. Client has also confirmed and represented that Subject Property is
not encumbered in any manner as of the valuation date. Valuer, basis Client’s
representation letter and aforementioned LO, has assumed that no such debt and/or dues
and/or arrears and/or any encumbrances, including any charge of any type and manner,
will exist on Subject Property before listing of Propshare Celestia SMREIT, and that it can
be freely transacted in the open market.
Adoption of Significant and Special Assumptions by the Valuer is not to be construed as a
legal opinion on and/or confirmation that no encumbrances of any manner and/or any amounts
pending whatsoever as indicated above. Valuer disclaims any and all liabilities, financial
and/or otherwise, to all entities and/or individuals, including the Client, for any losses, etc. that
may be caused in the event that this information and assumptions by Valuer are discovered
to be incorrect.
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2 V A M
ALUATION PPROACH AND ETHODOLOGY
2.1 VALUATION STANDARDS ADOPTED
This Report is prepared in accordance and compliance with:
1. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment)
Regulations, 2024 (“SMREIT Regulations”) dated 8th March 2024
2. Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations,
2014 as amended from time to time (“SEBI Regulations 2014”), including Regulation 21
Sub-Regulation (3) and mandatory minimum disclosures as specified in Schedule V of
these SEBI Regulation 2014,
3. Companies (Registered Valuers and Valuation) Rules, 2017 as amended from time to
time (“Valuer Rules 2017”), including reporting requirements as specified in Rule 18 to
these rules,
4. International Valuation Standards 2025 (“IVS2025”) effective 31 January 2025 as set out
by International Valuation Standards Council (“IVSC”) and adopted by Royal Institution of
Chartered Surveyors (“RICS”) presented in the RICS Valuation Standards and Guidelines
2025 (“RICS Red Book 2025”) effective 31 January 2025, subject to variation to meet
local established law, custom, practice, and market conditions.
2.2 BASIS OF VALUATION
Basis of valuation of the Subject Property is Market Value as defined in IVS2025 and adopted
by Royal Institution of Chartered Surveyors (RICS) to be: “The estimated amount for which an
asset or liability should exchange on the valuation date between a willing buyer and a willing
seller in an arm’s-length transaction after proper marketing and where the parties had each
acted knowledgeably, prudently and without compulsion”.
2.3 APPROACH AND METHODOLOGY
The purpose of this valuation exercise is to estimate the Market Value of the Subject Asset,
which emerges from a real estate asset. Market Value of real estate assets can be estimated
using different approaches and methodologies.
Income Approach: Under this valuation approach, the income generating potential of the real
estate asset is estimated while opining on its market value. This approach is typically adopted
for real properties that are income-generating (completed and operational with multiple
tenancies, multiple strata units that can be sold with phased/milestone-based revenue
collections, among others), such as the Subject Property. For income-generating properties,
with single/multiple tenancies, the discounted cash flow entailing term and reversion method
is most commonly adopted.
Market Approach: Under this valuation approach, the price that an asset could fetch in an
open market is estimated. This approach is typically adopted for homogeneous assets in their
micro-market and are typically traded on a unit basis. The most commonly adopted valuation
method under this valuation approach is the Comparable Transaction / Listed Instances
Method, also commonly known as the Direct Comparison or the Comparable Sales/Quoted
Instances Method.
Cost Approach: Under this valuation approach, the cost required to create an asset of similar
or equal utility is estimated. This valuation approach is typically adopted for real estate assets
that can be clearly broken down into constituent elements, namely land and built structures.
The most commonly adopted valuation method under this valuation approach is the Physical
Method, also commonly known as Land and Building Method, which typically entails
estimation of the underlying land value (while normally adopting the Market Approach) and
the built structures (while adopting the Depreciated Replacement Cost Method) separately.
Table on the following page presents different valuation methods and their brief description.
KZEN VALTECH PRIVATE LIMITED - 15 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Table 2.1: Different Valuation Methods and Description
Sl. No. Valuation Description
Method
1. Comparable This method is based on comparing the Subject Property directly with other
Sales / comparable property pre-leased strata transactions (actually been sold in the vicinity
Quoted or are offered for sale). Efforts would be made to collect transacted instances. In case
Instances of non-availability of transacted instances in the micro-market, the opinion will be
Method offered based on the available asking/quoted instances, if available, in the market with
appropriate adjustments for margin for negotiation and other aspects. Given the
homogeneous nature of real estate properties, appropriate adjustments are usually
required to allow for any qualitative and quantitative differences that may affect the
price likely to be achieved by the Subject Property under consideration. These
adjustments are typically made in the form of premium and/or discount factors for
various property attributes, which affect the value. This method demonstrates what
buyers have historically been willing to pay (and sellers willing to accept) for similar
properties in an open and competitive market and is particularly useful in estimating
the value of the land and properties that are typically traded on a unit basis. This
method is a fair estimate of the prevailing prices.
2. Depreciated Replacement cost method is based on the construction cost of assets. The cost to be
Replacement estimated is the cost of construction as per the construction status at the valuation
Cost Method date. This is based on inspection of the facility. Appropriate depreciation rates are
applied based on schedules given under the Indian Companies Act. This is generally
used for estimating the Market Value of only the built components.
4. Discounted This method is based on the present value of the future receivable net income from
Cash Flow the current operational leases / revenues. The current revenues and the future
Method achievable revenues derived from the operational project components of the Subject
Asset would be adjusted for the outgoing expenses to derive 10-year cash flows. The
same is then discounted at an appropriate discounting rate linked with risk adjusted
discounting factor to estimate the market value for the operational project
components. This method is sometimes referred to as ‘Rent Roll’ method as well.
Approach and Method Adopted for Estimating Market Value of the Subject Asset
Client has indicated that they will have 100% (one hundred percent) ownership, rights and interests in Subject
Property and all existing leases on the Subject Property will continue without any changes, and one proposed
lease to be confirmed in the normal course of business, as confirmed by Client, on a future date conditional on
execution of all documents as indicated in the LOI and prior to listing of Propshare Celestia SMREIT. Since the
real estate industry is dynamic and is influenced by various factors (such as existing supply, demand-supply
dynamics, quality of spaces, overall health of the economy, existing rent, future growth plans, etc.) at a particular
point in time, negotiated rent may tend to move away from the prevalent market rent over a period of time. It has
also been observed that the market rent for some properties or submarkets increases or decreases at a
significantly different rate from those agreed to in initial leases. These factors reinforce the need to review each of
these pending leases in isolation to estimate the intrinsic value of the Subject Property under review.
Considering the objective of this engagement and the nature of the real property involved (completed & operational
commercial office space), Income Approach entailing Discounted Cash Flow Method (basis term plus reversion)
is likely to reveal the market value estimate of the Subject Asset and has therefore been adopted while opining on
market value of the Subject Property. Market Approach has not been considered as there are no known recent
transactions, and/or instances of pre-leased commercial office spaces, at the scale and levels of rentals
considering the current ongoing leases in Subject Property. Cost Approach has not been considered as it is
typically adopted in the case of specialized real estate assets (such as industrial buildings) and replacement value
estimate of the built component is unlikely to capture the revenue generation potential of the Subject Asset. In
addition, IVS 2025 advises the use of Cost Approach only in cases where it is not possible to adopt the Market
Approach and/or Income Approach, which is not the case with Subject Property.
KZEN VALTECH PRIVATE LIMITED - 16 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
3 I , N S
NVESTIGATION ATURE AND OURCES OF
I
NFORMATION
The Valuer physically visited the Subject Project, and Subject Property on 04 December 2025,
wherein the interiors and fit-outs were only visually inspected to review the condition of the
built component and the apparent state of their maintenance / upkeep.
Information related to state and structure of the relevant real estate market for the Subject
Property was sourced from the industry and market report prepared by Jones Lang LaSalle
Property Consultants (India) Private Limited (“JLL”), who were appointed by the Client to
undertake market research and portfolio analysis of the properties that are part of Propshare
Celestia SMREIT.
Subject Property-related information referred to for the valuation exercise has been provided
by the Client unless otherwise mentioned. The Valuer has assumed the documents to be a
true copy of the original. The proposed rent roll provided by Client has been cross-checked
with the typical current ongoing lease agreements provided by the Client to broadly check for
the lease covenants.
In addition, the Valuer relied on the following information and documents shared by the Client
with respect to the Subject Project and Subject Property:
▪ Scanned copy of Legal Opinion report prepared by CAM covering various aspects related
to title and dispute due diligence, review of LOI, and material litigations, among other
aspects
▪ Scanned copy of LOI along with Addendum dated 05 January 2026 that LO has confirmed
to be binding on both the Client and the CO, and which LO has confirmed will allow future
transfer of 100% ownership, rights, and interests in Subject Property to Client conditional
on execution of Transaction Documents indicated in the LOI, and current tenancies and
various lease deeds, including one proposed lease deed and mentioning site areas and
leasable areas.
▪ Latest Rent Roll for the Subject Property
▪ Scanned copies of current lease deeds and one proposed lease deed
▪ Scanned copies of sanctioned built-up plans, Fire NOC, and Environment Clearance,
among others (Please refer to Annexure – 4 for NOCs and Approvals received for the
Subject Project, Annexure – 2 for scanned copy of one of the sanctioned approved-for-
development building plans, and Annexures 2A – 2G for broadly identifying units of
Subject Property on each floor within the Subject Project.
Sources of Information that form the basis of Key Assumptions / Inputs used in the valuation
calculations: Information provided by Client, JLL Research, communications by industry
veterans (from JLL), market intelligence, Bloomberg, discussion with market participants,
market survey, site visits, and Management Representation.
KZEN VALTECH PRIVATE LIMITED - 17 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
4 V C
ALUATION ERTIFICATE
Subject Project Project Celestia (Stratum@Venus Grounds)
Subject Property Floors 2 (R209 to R214), 4 (426 to 430), 10 (C1016 to C1030), 13 (C1301 to C1315), 14
Address (C1401 to C1414), 15 (Entire Floor), 16 (C1616 to C1630), FP/CS/Plot No: 644/2 (R.S.
No. 182/P, 183/P, 185), Stratum@Venus Grounds, Nehru Nagar, Ahmedabad – 380015,
Gujarat, INDIA
Land Area Total land area of Subject Project as indicated by Client is ~9,754 sq.m. Client has
indicated that out of this total land area of Subject Project, they will be entitled to
proportionate undivided share, right, title and interest totalling to ~26,910 square feet or
~2,500 square meters in the Subject Project land together with 200 exclusive car parking
spaces along with rights to enjoy other utilities including garden, with common services
and facilities, all rights of easements, latent or patent, enjoyed or reputed to be enjoyed
in connection with the Subject Property including right to use the internal roads of Project
Celestia as is indicated in the executed LOI between Client and CO as indicated by Client
(please refer Annexure – 1 for relevant excerpts of this LOI along with the Addendum).
Brief Description Subject Project and Subject Property are located in Nehru Nagar of Ahmedabad city with
frontage on and access from Surendra Mangaldas Road in the south-western quadrant
of Ahmedabad city, which is one of its established commercial markets. Subject Project
is located ~8.6 km from Kalupur Railway Station, ~3.7 km from Rajiv Nagar Metro Station,
and at a distance of approx. 15.0 km from Sardar Patel International Airport. Subject
Project and Subject Property are Grade A+ commercial office development that are
currently operational. Subject Property offers a total leasable area of approximately
2,07,838 sq.ft. spread over 7 (seven) floors (out of G+16 upper floors that constitute the
Subject Project). Subject Project has good frontage along two access roads, while access
to Subject Property is through one (1) entrance (through the side access road) and one
(1) exit (through the service lane to main access road). Subject Project is predominantly
surrounded by retail and office spaces followed by residential developments.
Valuation The estimate of Market Value is prepared considering following approach and method:
Approach and
Sl. No. Asset Type Valuation Approach and Method Adopted
Method
1. Completed and Income Approach considering Discounted Cash
Operational Flow Method entailing Term + Reversion
Nature of Client’s Client has confirmed that the underlying land of Subject Project is on freehold basis.
Ownership, Further, Client has represented that as of the date of this opinion on market value, Subject
Rights and Property is not currently owned by the Client as of the date of this opinion on market value,
Interests, in but Client will have 100% rights and interests in the Subject Property in future conditional
Subject Property on execution of all documents as indicated in the LOI. Client has further confirmed that
current lease deeds will devolve to Client as the owner on a future date but prior to listing
of Propshare Celestia SMREIT, including 1 (one) recent lease deed that has been signed
on October 2025 as indicated by Client.
Leasable Area Current Contracted Rent as of 30 September 2025 Current
Floor
(sq.ft.) (INR psft per month) Owner
16 28,917 79.9
10 26,028 77.2 Venus
Infrastructure
2 35,780 66.2
&
15 55,431 83.9
Developers
13 28,584 72.5
Private
14 27,527 72.5 Limited
4 5,571* 68.0
TOTAL 2,07,838 76.0
* Lease signed in Oct 2025 as confirmed by Client
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Valuer has not measured the areas of each floor as it was physically not possible owing to access
constraints to various parts of the Subject Property, since tenants have confidential operations for which
visitation is not allowed to outsiders. Further, Valuer is not a surveyor, and measurement of Subject
Property is outside the scope of Valuer’s services under this engagement. Valuer has assumed that the
leasable area indicated in the LOI and rent roll provided by Client are correct, accurate, and reliable.
Readers of the report are advised to contact the Client for more authentic information on this aspect
and/or commission their independent physical surveys.
Readers of this report are advised that there are special and significant assumptions
made by the Valuer indicated in various parts of this report, and in the event these
assumptions, including that of Client likely to have 100% (one hundred percent)
ownership, rights and interests in the Subject Property at a future date, are found to be
invalid and/or incorrect, then this opinion on market value of Subject Asset will stand
voided, cancelled, and withdrawn.
Purchase Price of INR2,078,380,000/- (Indian Rupees Two Billion Seventy Eight Million Three Hundred
Subject Property Eighty Thousand Hundred), as represented and confirmed by Client.
(proposed)
Historical Given that this is the first opinion on market value of Subject Asset by the Valuer, there
Valuation of the are no historical valuation figures to present in this opinion on market value report.
Subject Asset in
3 Previous Years
Ready Reckoner Commercial (Built-Up Area)– INR 50,250/- per sq.mt. as on 30th September 2025
Rate
Date of Valuation 30 September 2025
Date of 04 December 2025
Inspection
Was the No, as indicated by Client
transaction at the
time of
acquisition a
related party
transaction
Opinion on INR2,503,460,000/- (Indian Rupees Two Billion Five Hundred Three Million Four
Market Value as Hundred Sixty Thousand)
on 30th Note: Opinion on market value presented in this report is subject to following facts and Special
September 2025 and Significant Assumptions, and is based conditionally on LO (please refer Annexure – 7 to
this Report), and LOI including Addendum (please refer Annexure – 1 to this Report for
relevant excerpts of the LOI including the Addendum) which LO and Client have confirmed to
be binding on both Client and CO, and will allow Propshare Celestia SMREIT to have 100%
rights and interests in the Subject Asset in future:
a) LO and Client have confirmed that Client and/or Propshare Celestia SMREIT are not the
owners of Subject Asset as on the date of this opinion on market value,
b) LO and Client have represented that LOI including the Addendum has been signed
between the CO and Client which sets out the broad terms and conditions of the
transaction/sale of Subject Property and Subject Asset, which will happen at a future
date,
c) LO and Client have further represented that basis this LOI, Client or Propshare Celestia
SMREIT, will become the complete owner of the Subject Property, and will have 100%
(one hundred percent) rights, ownership, and interests in the Subject Property,
conditional on signing of subsequent “Transaction Documents”, which in this LOI have
been indicated to be:
i. Sale Deed for conveying ownership of Subject Asset from CO to Client,
ii. Tripartite Deed of Attornment / Deed of Adherence to be signed between CO, Client,
and current tenants on the Subject Asset (if applicable), and
iii. Any other documents, etc.
d) LO and Client have additionally represented that post execution of the aforesaid
Transaction Documents, Propshare Celestia SMREIT / Client will become the sole,
KZEN VALTECH PRIVATE LIMITED - 19 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
undisputed, primary, and exclusive beneficiary of all cash flows from the Subject
Property and Subject Asset.
e) LO and Client have confirmed that no fresh leases will be signed with the existing
tenants and that post signing of the Tripartite Deed of Attornment / Deed of Adherence
between CO, Client, and current tenants, all cash flows, including rentals, CAM, property
maintenance expenses, etc. will all flow to the Client / Propshare Celestia SMREIT and
nothing to the CO.
f) LO and Client have also confirmed that the current lease details as provided in LOI and
the current lease agreements, which are currently in force with respect to the Subject
Property and Subject Asset, will continue unchanged after Client / Propshare Celestia
SMREIT has become the sole owner of the Subject Asset post execution of the
Transaction Documents.
g) Client has confirmed that that there are currently two loans existing on the Subject
Property, one from HDFC Bank and the other from Kotak Mahindra Bank, which will be
retired before Propshare Celestia SMREIT is listed. Client and LO have further
confirmed that there are no other arrears and/or payments due to any entity and/or
individual, anywhere in the world, and neither government authority(ies) nor banks nor
financial institutions nor any other creditor(s) have any charge on the title, ownership,
rights, and interests of the reference-cited Subject Property, it can be freely transacted
without any encumbrances and/or restrictions in the open market, and there are no
onerous aspects that may pertain to the legal ownership of Client / Propshare Celestia
SMREIT in future with respect to the reference-cited Subject Property that may hinder
and/or obstruct its free and unrestricted sale in the open market.
Readers of the report are hereby advised that the aforementioned opinion on market value of
the Subject Asset is contingent and based on LO and LOI, which the Valuer has considered
upon Client’s confirmation, with respect to Client’s / Propshare Celestia SMREIT’s future
ownership, rights, and interests in the Subject Property, among other aspects stated in the LO
and LOI, such as persistence of existing leases and lease covenants. In the event that the LO
and LOI with respect to ownership, rights, and interests, liens, encumbrances, debt, and
persistence of existing leases and lease covenants among other aspects related to and in the
Subject Property along with Client’s representation(s) on LOI, is not valid and/or defective as
on the date of this opinion on market value and Client / Propshare Celestia SMREIT will have
no or limited ownership, rights, and/or interests in the Subject Property as on date of this
opinion on market value, then this opinion on market value of Subject Asset will be rendered
invalid, voided, and will stand cancelled, and is not to be considered for any purposes,
including those as indicated in this report.
Readers of this report are also advised that these Special and Significant Assumptions
indicated in this report are not exhaustive in nature and are to be read in conjunction with and
context of this entire report. Opinion on market value of Subject Asset presented in this report
is subject to the all Special and Significant Assumptions along with other caveats, disclaimers,
disclosures, among other commentary, presented in various parts of this Report.
Matters Affecting Please refer to Chapters 5 and 7 of this Valuation Report, and sub-point 15 on Page 14
the Subject Asset of this report.
and its Value
Assumptions, This Valuation Report is provided subject to significant and special assumption(s),
Disclaimers, assumptions, disclaimers, limitations and qualifications detailed throughout this report,
Limitations and which are made in conjunction with those included within the Assumptions, Limitations &
Qualifications Qualifications section located within this report. Reliance on this report and extension of
Valuer’s liability is conditional upon the reader’s acknowledgement and understanding of
these statements. This Valuation is for the use of the party to whom it is addressed and
for no other purpose. No responsibility is accepted to any third party, who may use or rely
on the whole or any part of the content of this Valuation Report. The Valuer has no
pecuniary interest that would conflict with the proper valuation of the Subject Asset.
KZEN VALTECH PRIVATE LIMITED - 20 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Prepared by KZEN VALTECH PRIVATE LIMITED (IBBI/RV-E/05/2022/164)
Represented through its Director.
Mr. Sachin Gulaty FRICS FIV FIIA
IBBI/RV/02/2021/14284
Name: Sachin Gulaty FRICS FIV FIIA
Designation: Director
Valuer Registration No.: IBBI/RV/02/2021/14284
KZEN VALTECH PRIVATE LIMITED - 21 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
5 S P A
UBJECT ROPERTY NALYSIS
5.1 DETAILS OF THE SUBJECT PROJECT AND SUBJECT PROPERTY
Table 5.1 below presents details of the Subject Project and Subject Property.
Table 5.1: Details of the Subject Project and Subject Property
DETAILS OF PROJECT
Subject Property Project Celestia
Subject Property Floors 2 (R209 to R214), 4 (426 to 430), 10 (C1016 to C1030), 13 (C1301 to C1315),
Address 14 (C1401 to C1414), 15 (Entire Floor), 16 (C1616 to C1630), FP/CS/Plot No: 644/2
(R.S. No. 182/P, 183/P, 185), Stratum @ Venus Grounds, Nehru Nagar,
Ahmedabad, Gujarat 380015
Land Area Total land area of Subject Project as indicated by Client is ~9,754 sq.m. Client has
indicated that out of this total land area of Subject Project, they will be entitled to
proportionate undivided share, right, title and interest totalling to ~26,910 square
feet or ~2,500 square meters in the Subject Project land together with 200 exclusive
car parking spaces along with rights to enjoy other utilities including garden, with
common services and facilities, all rights of easements, latent or patent, enjoyed or
reputed to be enjoyed in connection with the Subject Property including right to use
the internal roads of Project Celestia as is indicated in the LOI between Client and
CO as indicated by Client (please refer Annexure – 1 for relevant excerpts of this
LOI along with the Addendum).
Total Leasable Area Total leasable area of 2,07,838 sq.ft. on Floors 2 (R209 to R214), 4 (426 to 430),
10 (C1016 to C1030), 13 (C1301 to C1315), 14 (C1401 to C1414), 15 (Entire Floor),
16 (C1616 to C1630)
Access Subject Project is accessible through service road to Surendra Mangaldas Road on
the northern aspect being the main access road, and through the west by internal
road connecting to service road of Surendra Mangaldas Road.
Frontage Subject Project enjoys excellent frontage along the primary access road (Surendra
Mangaldas Road).
Shape and Visibility Regular in shape. Relatively flat terrain. Excellent visibility from access roads.
Subject Project is a two-side open property.
Approval Status Subject Project, and Subject Property have all requisite approvals in place as
confirmed by the Client.
Age of Subject ~3.5 years, as confirmed by Client
Project and Subject
Property
INFRASTRUCTURE
Water Supply, Available within the Subject Project, and to Subject Property
Sewerage & Drainage
Power & Available within the Subject Project, and to Subject Property
Telecommunication
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5.2 LOCATION OF THE SUBJECT PROJECT
Subject Project and Subject Property are located in Ambawadi, which is in the south-western
quadrant of Ahmedabad city with frontage on and access from Surendra Mangaldas Road,
which is one of its most established commercial markets. It is located approx. 8.6 km from
Kalupur Railway Station and at a distance of approx. 15.0 km from Sardar Patel International
Airport.
Map 5.1: Location of the Subject Project Site with respect to Ahmedabad City
Source: Real Estate Market Research & Analysis; JLL, December 2025
Distance and accessibility to the Subject Project from major landmarks in the city is given
below:
Table 5.2: Distance of the Subject Project from Major Landmarks of Ahmedabad City
Location / Landmark Approximate Distance from Subject Project
(km)
Kalupur Railway Station 8.6
Sardar Patel International Airport 15.0
Golden Quadrilateral Road 16.5
S G Highway 3.6
Source: Valuer’s Analysis; December 2025
5.3 DESCRIPTION OF THE SUBJECT PROJECT AND ITS SURROUNDINGS
Subject Property is strategically positioned in Ambawadi, a prominent and centrally located
commercial and residential hub in Ahmedabad. Its prime location, being near Chimanlal
Girdharlal Road (C.G. Road), provides exceptional connectivity to Ahmedabad's Central
Business District (CBD) and other key commercial zones like the S.G. Highway corridor.
As a modern landmark commercial office development, the property is designed to cater to
premium corporate clients seeking a prestigious address. The immediate vicinity is
characterized by a high density of commercial establishments, financial institutions, and high-
street retail, thereby strengthening its position as a core business location. The area is well-
served by the Ahmedabad Municipal Transport Service (AMTS) and the Janmarg BRTS
network, with the operational Ahmedabad Metro further enhancing connectivity across the
city.
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The property benefits immensely from the well-established and affluent social infrastructure
of Ambawadi. It is surrounded by premium restaurants, major banks, luxury hotels, and
reputable healthcare facilities. This robust ecosystem makes it a highly desirable location for
businesses aiming to provide convenience for both employees and clients. Venus Stratum
stands as a prime commercial asset within Ahmedabad's dynamic real estate landscape,
appealing to companies looking for modern amenities within a mature, high-value micro-
market.
Map 5.2: Indicative Location of Subject Project and its Surrounding Developments
Source: Real Estate Market Research & Analysis; JLL, September 2025
5.4 DESCRIPTION OF THE SUBJECT PROPERTY
Following table presents key Subject Property-specific information.
Table 5.3: Key Subject Property-Specific Information
Particulars Description
Full Legal Name of the Client PropShare Investment Manager Private Limited
Nature of Client’s interest in Client has confirmed that the underlying land of Subject Project is on freehold
Ownership, Rights and basis. Further, Client has represented that as of the date of this opinion on
Interests market value, Subject Property is not currently owned by the Client as of the
date of this opinion on market value, but Client will have 100% rights and
interests in the Subject Property in future conditional on execution of all
documents as indicated in the LOI. Client has further confirmed that current
lease deeds will devolve to Client as the owner on a future date but prior to
listing of Propshare Celestia SMREIT, including 1 (one) recent lease deed that
has been signed on October 2025 as indicated by Client.
Land Extent Total land area of Subject Project as indicated by Client is ~9,754 sq.m. Client
has indicated that out of this total land area of Subject Project, they will be
entitled to proportionate undivided share, right, title and interest totalling to
~26,910 square feet or ~2,500 square meters in the Subject Project land
together with 200 exclusive car parking spaces along with rights to enjoy other
utilities including garden, with common services and facilities, all rights of
easements, latent or patent, enjoyed or reputed to be enjoyed in connection
KZEN VALTECH PRIVATE LIMITED - 24 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Particulars Description
with the Subject Property including right to use the internal roads of Project
Celestia as is indicated in the LOI between Client and CO as indicated by Client
(please refer Annexure – 1 for relevant excerpts of this LOI along with the
Addendum).
Asset Type Commercial strata office space
Sub-Market Ambawadi
Approved and Existing Usage Commercial office, as of 30 September 2025
Current Status Completed and Operational, as of 30 September 2025
Approvals Status Subject Project and Subject Property have all requisite approvals in place as of
30 September 2025 as confirmed by the Client.
Tenure Freehold, as indicated by Client and confirmed by LO, which was provided by
Client to Valuer.
Age of the Building ~3.5 years, as indicated by Client
Leasable Area 2,07,838 sq.ft., as of 30 September 2025
Completed Area 2,07,838 sq.ft., as of 30 September 2025
Occupied Area 2,07,838 sq.ft, as of 30 September 2025
Committed Area 2,07,838 sq.ft., as of 30 September 2025
Developable Area Total leasable area within Subject Project is ~7,90,012 sq.ft., out of which
Subject Proeprty has leasable area admeasuring ~ 2,07,838 sq.ft., all of which
is developed and operational. Client has confirmed that both Subject Project
and Subject Property are completed and at present, there is no future
development available and/or planned for the Subject Property.
Occupancy 1/ 97.3%, as of 30 September 2025
Committed Occupancy 2/ 100%, as of 30 September 2025
Number of Tenants 7 (considering individual leased spaces on different floors in the Subject
Property) or 4 (unique tenants out of which 2 are currently occupying multiple
spaces under multiple leases, 1 currently occupying single space under single
lease in the Subject Property and 1 tenant who has recently signed the lease
in Oct 2025 as confirmed by Client in December 2025), as of 30 September
2025
Note:
1/ Occupancy refers to proportion of area leased, which is actively occupied by the tenants/occupiers
2/ Committed occupancy also includes area, which has been pre-leased to tenants/occupiers
5.5 SUBJECT PROPERTY INSPECTION
Subject Project is the larger campus spread across one tower that is completed and
operational, as on the date of inspection by the Valuer. Subject Project, and Subject Property
were inspected by the Valuer on 04 December 2025 during which time Valuer was
accompanied by Client’s representatives, Mr. Suraj Amin (+919769779346), and Mr. Sahil
Vamija (+919408848118; sahil.vamija@jll.com); and Mr. Nikunj Vasani (+919601676919;
nikunj.vasani@betterhomemgmt.in), who was the CO’s representative. The inspection
comprised limited and restricted visual inspection of the interior space of Subject Property, fit-
outs and fixtures, and key utility areas like HT and LT Electric Room, DG Power Back up, Fire
and Water Pump Rooms, and STP, among others that are supporting the Subject Project and
Subject Property. Client has confirmed that they have undivided share in the ownership of
various plant and machinery utilities (as indicated in Annexure – 3 to this report) and utility
areas that support the Subject Property. Common areas within Subject Project and open areas
associated with Subject Project were also visited. Limited visual and restricted inspection of
the Subject Property did not reveal any cause of concern with no visible signs of any disrepair
or poor maintenance. Utility areas also appeared to be well maintained. No instances of any
KZEN VALTECH PRIVATE LIMITED - 25 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
waterlogging or water accumulation were observed during this limited visual inspection. This
limited visual inspection of Subject Property and Subject Project did not comprise any
structural survey, technical/engineering review or safety audit and the assessment of the
condition of Subject Project, of which Subject Property is a part, as this is not within Valuer’s
scope of work under this engagement. This and subsequent pages in this report presents
visuals/photographs of various parts of the Subject Project and Subject Property.
Entry to Subject Project from side access Service Road next to Subject Project along
road that connects to main access road with main access road (Surendra Mangaldas
(Surendra Mangaldas Road) Road)
Main Access Road (Surendra Mangaldas View of Side Access Road to Subject Project
Road) to Subject Project
View of Ground Floor Entrance to Subject Ground Floor Entrance Lobby for Subject
Property; RV-LB with Client and CO Property
Representatives
View of entry to East Wing of Subject Project View of entry to West Wing of Subject Project
at Ground Floor of Subject Project at Ground Floor of Subject Project
KZEN VALTECH PRIVATE LIMITED - 26 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
View of 2nd Floor Lift Lobby (part of Subject View of 4th Floor Lift Lobby (part of Subject
Property) Property)
View of 10th Floor Lift Lobby (part of Subject View of 13th Floor Lift Lobby (part of Subject
Property) Property)
View of 14th Floor Lift Lobby (part of Subject View of 15th Floor Lift Lobby (part of Subject
Property) Property)
View of 16th Floor Lift Lobby (part of Subject View of Common Area on 4th Floor (part of
Property) undivided share of Subject Property)
KZEN VALTECH PRIVATE LIMITED - 27 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Internal View of LT Room in Subject Project View of DG Sets Yard at Subject Project
View of transformers at Subject Project Electric Vehicle Charging Bays at Subject
Project
Internal View of Water Pump Room in Subject Internal View of Fire Pump Room in Subject
Project Project
Internal View of STP in Subject Project View of Basement Parking in Subject Project
KZEN VALTECH PRIVATE LIMITED - 28 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
View of Solar Panels on Terrace of Subject Project Internal View of Common Area on 4th Floor of
(provided by Client as Solar Panels on Terrace of Subject Project
Subject Project were not easily accessible)
External View of Subject Project RV-LB with Client Representative
5.6 OTHER RELEVANT INFORMATION: SUBJECT PROJECT AND SUBJECT
PROPERTY
Site Services and Finishes
Subject Property, including common areas and key utility areas such as LT Electric Room,
Water and Fire Pump Rooms, STP, Lift Panel (no Lift Machine Room as indicated by Client
and CO Representatives on site), were visually inspected though in a limited and restricted
manner. During the property visit, CO Representative indicated, and confirmed by Client, that
only a small area of the Subject Project is airconditioned by CO with tenants relying on their
own air-conditioning equipment, and there is no central air-conditioning / HVAC chiller plants
and/or water/air-cooling towers in the Subject Project. As per visual survey, there was no
concern related to finishes and site services. The campus is well maintained with proper
landscaping in common areas.
Condition and Repairs
Subject Property, and open areas within the Subject Project were observed to be in good
condition. The inspection of key utility areas was done on a sample basis, and it did not reveal
any cause of concern or poor maintenance in any of the areas. Hence, no major building repair
works are expected to be required except periodic general testing of plants and machineries.
Environmental Considerations
Valuer has not carried out any investigations or tests or been supplied with any information
from the Client or from any relevant expert that determines the presence or otherwise of
pollution or contaminative substances in the Subject Property and/or in any other part of the
Subject Project (including any ground water).
KZEN VALTECH PRIVATE LIMITED - 29 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
For the purpose of assessing the vulnerability of the Subject Project and Subject Property to
any natural or induced disaster, the location of the Subject Project, of which Subject Property
is a part, with respect to risks pertaining to earthquakes, high winds/cyclone and flooding was
studied. Bureau of Indian Standards (“BIS”), in November 2025, has revised Ahmedabad city
(where the Subject Project is located) to be in Seismic Zone – IV (earlier Seismic Zone – III),
which is considered an earthquake-sensitive zone. At this point of time, Client has not provided
any structural engineer’s report that indicates need for structural upgradation of Subject
Project. Valuer has, therefore, on Client’s instruction, not considered any potential costs that
may be entailed with respect to this structural upgradation of Subject Project, if necessary and
required. Ahmedabad faces low risk in terms of high winds or cyclones too. Subject Project is
not likely to face any higher risk than the overall risk profile of the city. Subject Project and
Subject Property appear to be topographically located at a relatively higher elevation
compared to their immediate surroundings, indicating low risk of micro-flooding and/or
sustained water logging. Further, no hazardous activity was noted in vicinity of the Subject
Project and Subject Property, which may expose it to any man-made disaster.
Option or Pre-Emption Rights and Encumbrances
Unless disclosed and recorded by the Client, the Subject Project and Subject Property are
considered to possess a good and marketable title and are free from any unusually onerous
encumbrances with no option or pre-emption rights in relation to them except for those created
in favor of the lenders or as specified below, based on Client’s representation. Valuer has not
checked and verified the title of the Subject Project, Subject Property, and Subject Asset, as
this is not within the purview and scope of Valuer’s work under this engagement.
Revenue Pendencies
On the basis of LO and discussion with the Client, there are no revenue pendencies including
local authority taxes and/or any compounding charges associated with the Subject Project,
and Subject Property. No independent verification of this has been made from revenue
authorities and reliance has been made on the Client information for the same.
Material Litigation
Based on discussions with the Client and LO, there are no major material litigation including
tax disputes other than the litigation disclosed to the Valuer, relating to the Subject Project,
and Subject Property that may adversely impact the opinion on market value of the Subject
Asset. Please refer to Annexure – 9 to this report for more information with respect to material
litigations with respect to Subject Property as provided by Client to Valuer.
5.7 TENANCY ANALYSIS
Tenant Profile of Tenants in Subject Project
As on 30 September 2025, Subject Property comprises of a total leasable area of about
2,07,838 sq.ft., located in Subject Property from Floors 2 (R209 to R214), 4 (426 to 430), 10
(C1016 to C1030), 13 (C1301 to C1315), 14 (C1401 to C1414), 15 (Entire Floor), 16 (C1616
to C1630) (out of G+16 upper floors which constitute the Subject Project), breakdown of which
is as follows.
Table 5.4: Tenants Arranged as per Leasable Areas*
Si. No. Tenant Leasable Area (Sq Ft)
1 Tenant 01 90,725
2 Tenant 03 56,111
3 Tenant 02 55,431
4 Tenant 04 (lease signed in Oct 2025 as confirmed by Client) 5,571
Total 2,07,838
KZEN VALTECH PRIVATE LIMITED - 30 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Source: Analysis of Client-provided rent roll, as of 30 September 2025
Note*: Includes contracted areas for which rent may start at a future date
Tenants as per gross rents are listed below:
Table 5.5: Tenants as per Gross Rentals
SL. NO. TENANT SHARE OF GROSS RENTALS (%)
1 Tenant 01 42%
2 Tenant 03 30%
3 Tenant 02 26%
4 Tenant 04 (lease signed in Oct 2025 as confirmed by Client) 2%
Total 100.0%
Source: Analysis of Client-provided rent roll, as of 30 September 2025
Note*: Includes contracted areas for which rent may start at a future date
Escalation Analysis
Following is the lease rent escalation derived basis rent roll provided by Client as of 30
September 2025 and shared with Valuer:
FLOORS FY26 FY27 FY28 FY29 FY30 FY31 FY32 ESCALATION
2nd 65.9 69.2 72.7 76.3 80.1 84.2 88.4 5% every year
4th 68.0 68.0 68.0 72.6 78.2 78.2 83.5 15% every 3 years
10th 78.9 82.9 87.0 91.4 96.0 100.7 105.8 5% every year
13th 73.7 79.8 79.8 81.1 87.7 87.7 89.2 10% every 3 year
14th 72.5 79.1 79.7 79.7 87.1 87.7 87.7 10% every 3 year
15th 82.6 86.7 91.1 95.6 100.4 105.4 110.7 5% every year
16th 78.3 82.3 86.4 90.7 95.2 100.0 105.0 5% every year
Note: Above rentals mentioned are average rental in INR per sq.ft. per month for the entire Financial Year
Lock-In Period Expiry Analysis
WALIE (weighted average lock-in expiry) of the Subject Property is estimated to be approx.
1.64 years. Graph below presents proposed occupied area lock-in expiring between FY2025-
26 to FY 2028-29:
Lock-in Expiry
1,40,000
1,20,128
1,20,000
)tf.q
1,00,000
s
(
a e 80,000
rA 56,111
e 60,000
lb
a 31,599
s 40,000
a
e
L 20,000
-
0
FY26 FY27 FY28 FY29
Years
Leasable Area (sq.ft)
KZEN VALTECH PRIVATE LIMITED - 31 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Note: As of 30th Sep 2025
Lease Expiry Analysis
WALE (weighted average lease expiry) of the Subject Property considering existing tenancies
at Subject Property is 7 years. Graph below presents proposed occupied area expiring
between FY 2027-28 to FY 2035-36:
Leasable Area Expiry
1,20,000 1,11,542
1,00,000
)tf.q
80,000
s
( a 61,808
e
rA 60,000
e
lb
a
s 40,000
a 28,917
e
L
20,000
5,571
- - - -
0
FY28 FY29 FY30 FY31 FY32 FY33 FY34 FY 35
Years
Note: As of 30th Sep 2025
Occupancy Profile
100% occupied by four tenants, including three managed-office operators – Smartworks
Coworking Spaces Private Limited, EFC Limited (both publicly listed) and Paragraph
Khajanchi Business Centre LLP (one of the top five co-working operators in Ahmedabad in
terms of operational seats) – and Ericsson, Swedish based listed telecommunications MNC.
Lessees as managed office providers and co working space operators have established
managed office facilities at Project Celestia for a diversified base of 10 occupiers, comprising
three Fortune Global 500 companies – [Accenture/Global Consulting company], [Siemens
Healthineers /Global Medical Technology company] & [BASF/Global Chemical company], one
Fortune 500 company – [Kraft Heinz/US-based Multinational FMCG]. Other notable occupiers
include Tech Mahindra [Indian IT/ITeS Multinational], AON[US based Leading Professional
Services Firm], Federal Bank [Indian Private sector bank], Moglix [Indian B2B e-commerce
platform], AdvaRisk [Risk Management & Financial analytics solutions provider] and Knowcraft
Analytics [Data Analytics & business intelligence firm].
KZEN VALTECH PRIVATE LIMITED - 32 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
6 M S C M -
ARKET CAN OF THE ITY AND THE ICRO
M
ARKET
6.1 INTRODUCTION
The valuation exercise takes into account the market performance and various other indicators
that are relied upon the industry report which has been prepared by Jones Lang LaSalle India
Property Consultants, who are appointed as an independent consultant by the Client.
6.2 EVOLUTION OF AHMEDABAD OFFICE MARKET
Ahmedabad, the largest city in Gujarat with a population of ~8.85 million, stands as a dynamic
economic powerhouse in Western India. Renowned for its entrepreneurial spirit and rich
cultural heritage, Ahmedabad is rapidly gaining recognition as a key business, education, and
real estate destination. Within Gujarat, Ahmedabad has emerged as one of India's fastest-
growing urban and commercial centres, supported by a strong and well-planned infrastructure
ecosystem. This growth trajectory has been significantly enabled by 25 years of stable
governance in Gujarat, which has powered a 2.9x rise in government investment and
cumulative FDI equity inflows of USD 44.9 bn from October 2019 to March 2025 – establishing
Gujarat as one of India's most business-ready state.
Figure 1 Capex in Gujarat, INR bn
3,623
1,244
FY00 - FY14 FY15 - FY25
Source: DPIIT, RBI, JLL Research
Over the past decade, the city has benefited from sustained investment in roads, transit
systems, industrial corridors, and urban amenities, positioning it as a highly attractive
destination for businesses, global capability centres (GCCs), and Grade A+/A real estate
development. As a prominent city developing into a major metropolitan hub, Ahmedabad
offers the perfect blend of urban amenities and growth potential that appeals to both
businesses and residents seeking opportunities beyond India's top seven office markets.
The city's transformation has been anchored by strategic infrastructure development that has
created multiple growth corridors. The major commercial arteries include SG Highway
(Sarkhej-Gandhinagar Highway), which emerged as the primary IT and commercial spine, CG
Road serving as the retail and commercial heart, and Ashram Road connecting key business
districts. SG Highway's evolution as Ahmedabad's premier office destination began in the
early 2000s, driven by the availability of large land parcels suitable for campus-style
developments and continuously improving connectivity infrastructure.
Ahmedabad is home to GIFT City (Gujarat International Finance Tec-City), India's first
operational smart city, spread across approximately 886 acres and serving as the
KZEN VALTECH PRIVATE LIMITED - 33 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
headquarters for IFSCA (International Financial Services Centres Authority). Launched in
2015, GIFT City was envisioned as a global financial and IT services hub offering world-class
infrastructure, regulatory support, and tax incentives. This development has attracted
multinational corporations, banks, and financial institutions, positioning Ahmedabad as an
emerging fintech destination.
Gujarat's IT Policy initiatives have transformed Ahmedabad from a textile-centric economy to
a diversified commercial hub. The current IT/ITeS Policy Gujarat (2022-27), effective until
March 31, 2027, offers monthly incentives for IT/ITeS establishment setup, creating
competitive advantages for companies setting up offices in the city. The sustained policy
support has positioned Ahmedabad as an increasingly attractive destination for technology
companies, driving robust occupier interest in the city's office market.
Table 6.1: Key financial incentives under Gujarat IT-ITeS Policy (2022-2027)
Incentive Type What Companies Get Benefit Amount Eligibility & Limits
Maximum Support:
Years 1-2: Government INR 10,000 per
Flex/co-working Financial assistance for office
pays 50% of monthly rent employee seat/month
space rental rental costs when using co-
Years 3-5: Government (Years 1-2)
support working/flex spaces
pays 25% of monthly rent INR 5,000 per employee
seat/month (Years 3-5)
Maximum per
One-time cash incentive for employee:
each new local employee 50% of the employee's one INR 50,000 for male
New hire bonus
hired and retained for a month CTC employees
minimum period of 1 year INR 60,000 for female
employees
Female employees: 100%
For eligible units, government of company EPF Calculation basis: Up to
Employee benefits reimburses company's contribution reimbursed 12% of employee's
reimbursement mandatory EPF contribution Male employees: 75% of basic salary + DA +
for employees company EPF contribution retentions
reimbursed
Infrastructure development has been a key catalyst, with projects like the Ahmedabad Metro
(operational since 2019), BRTS (Bus Rapid Transit System), ring road development, and
airport expansion significantly improving connectivity. The upcoming bullet train project
connecting Ahmedabad to Mumbai is expected to further enhance the city's commercial
attractiveness. Additionally, Ahmedabad is one of India's most affordable major cities, which
combined with quality institutions like IIM Ahmedabad and growing job opportunities, is driving
strong talent migration and fuelling demand in the office real estate market.
In parallel, the 2030 Commonwealth Games has triggered a massive build-out of world-class
sports and civic infrastructure. The proposed Sardar Vallabhbhai Patel Sports Enclave
(SVPSE), along with associated venues (aquatics, indoor arenas, athlete village, training
facilities), hotel & hospitality expansion, improved airport terminal capacity, and city-wide
urban upgrades, are expected to accelerate economic activity, job creation and urban
liveability, further enhancing the city’s appeal for both businesses and residents.
Table 6.2: Ahmedabad Demographic and Economic Profile, 2024
GDP (2023: current prices) USD 68 billion
Population 8.85 million
Literacy Rate 88.29%
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Median Age Group 25-29 years
No. of households 1.17 million
Source: World Population Review, Census 2011, JLL Research
Table 6.3: Office Market Snapshot (As of 30th September 2025)
Stock, Mn Sq Ft 16.12 (1.8% Of Overall India Stock)
Vacancy, % 10.5
Net Absorption, mn sq ft 5.1 (2.9% of overall India absorption)
(2022 – 9M 2025)
Gross Leasing, mn sq ft 5.7 (2.3% of overall India leasing)
(2022 – 9M 2025)
Average Rent, INR/sq 58.2
ft/month
Source: JLL Research, Q3 2025
6.3 AHMEDABAD INFRASTRUCTURE OVERVIEW
Ahmedabad's infrastructure provides a competitive advantage, centred on an integrated multi-
modal transport ecosystem that mitigates the congestion challenges common in India's top
seven office markets. The city offers connectivity through an arterial and ring road network,
anchored by the SP Ring Road and the Sarkhej–Gandhinagar (SG) Highway. This road
network is enhanced by flyovers that ensure smooth traffic flow and predictable travel times,
evidenced by the consistent 40-minute commute between Ahmedabad and Gandhinagar.
Ahmedabad was the first Indian city to implement a Bus Rapid Transit System (BRTS) at
scale, which is now integrated with the Ahmedabad Metro's east-west and north-south lines,
enhancing intra-city mobility and decongesting major commercial corridors. The upcoming
Mumbai–Ahmedabad High-Speed Rail Corridor (Bullet Train) will establish the Sabarmati
terminal as a multi-modal hub integrating high-speed rail, metro, BRTS, and regional
networks. This development is expected to improve regional connectivity, unlock new
commercial districts, and catalyse long-term economic activity across the city, positioning
Ahmedabad as a business hub attractive to both corporations and residents.
Figure 2 Infrastructure of Ahmedabad
Road Network Road Network
SP Ring Road 1 Ahmedabad 8
Gandhinagar Rd
SG Highway
2 Science city –Sola Rd 9
132 Ft ring road 3 Bopal–Satellite –SM
10 8
Road
Ashram Road
4
CG Road 5 RakhialOdhavRoad 11 2 1
VivekanadRoad 12
Riverfront road 6
National Expressway
13
Sarkhej-Narol- -1
Naroda Rd 7 1
1 9 4
Infrastructure 6
3
Sardar Vallabhbhai Patel International Airport 10 5 12
11
Ahmedabad Junction Railway Station
7
13
1
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6.4 CLASSIFICATION OF OFFICE STOCK
Ahmedabad has established itself as a significant commercial centre in Western India, with
Grade A office stock of 16.1 mn sq ft that underscores the city's evolution as a business
destination. The market demonstrates healthy fundamentals with a vacancy rate of 10.5%,
reflecting consistent occupier demand supported by a diverse property mix of traditional strata
developments and an expanding portfolio of non-strata buildings that cater to varied corporate
requirements. A significant acceleration in development activity is underway across
submarkets with large-scale projects scheduled for delivery from 2026 onwards, representing
a marked departure from the modest annual additions witnessed historically.
The emergence of Gujarat International Finance Tec-City (GIFT City) has become a key
catalyst, enhancing Ahmedabad's commercial profile and contributing to sustained growth in
office infrastructure and occupier interest. The city presents compelling expansion
opportunities, driven by its established industrial foundation, access to skilled workforce, and
business-friendly environment, positioning Ahmedabad as an attractive destination for
domestic and multinational companies seeking to establish or expand their regional
operations.
Figure 3 Ahmedabad overall Grade A office stock (mn sq ft)
28.1
24.9
20.7
16.1 16.1
14.6
13.0 13.7
2022 2023 2024 9M 2025 2025F 2026F 2027F 2028F
KZEN VALTECH PRIVATE LIMITED - 36 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Based on Quality
The Grade A+ segment represents 6.41 mn sq ft of Ahmedabad's total office inventory, with
a clear geographical concentration pattern. GIFT City accounts for most of this premium
category at 4.67 mn sq ft, while the remaining 1.74 mn sq ft of Grade A+ space is positioned
within the SBD micro-market. This distribution reflects the market's evolution toward
institutional-quality developments that meet the standards of sophisticated occupiers. The
Grade A+ segment is poised for continued expansion as occupier preferences increasingly
favour premium, technology-enabled office environments. This trend is being reinforced by
the ongoing pipeline of high-specification developments in GIFT City and other strategic
locations, underscoring Ahmedabad's growing attractiveness to corporations seeking modern,
high-quality office facilities.
Figure 4 Distribution of Ahmedabad office stock based on quality
Grade A+
39.8%
Grade A
60.2%
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been
identified based on project quality assessment, project age & upkeep, tenant quality, current rent and rental growth,
sustainability certifications and other relevant factors
6.5 KEY OFFICE SUBMARKETS: SNAPSHOT
Table 6.4: Overview of Ahmedabad’s office submarkets – Overall Grade A (As of 30th
September 2025)
STOCK, (MN SQ FT) VACANCY (%) AVERAGE RENT, NET ABSORPTION,
(INR/SQ FT/M) (MN SQ FT)
2022 – 9M 2025
CBD 0.75 24.6 49.4 0.23
SBD* 8.69 3.3 57.3 2.89
Extended 1.47 13.2 48.5 0.43
SBD
PBD 5.20 19.6 63.8 1.50
KZEN VALTECH PRIVATE LIMITED - 37 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Table 6.5: Overview of Ahmedabad’s office submarkets – Grade A+ (As of 30th September
2025)
STOCK, (MN SQ FT) VACANCY (%) AVERAGE RENT, NET ABSORPTION,
(INR/SQ FT/M) (MN SQ FT)
2019 – 2024
CBD - - - -
SBD* 1.74 1.7 65.0 0.96
Extended - - - -
SBD
PBD 4.67 14.2 64.8 1.44
Source: JLL Research, Q3 2025
*Property Share SM REIT submarket
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been
identified based on project quality assessment, project age & upkeep, tenant quality, current rent and rental growth,
sustainability certifications and other relevant factors
Figure 5 Ahmedabad’s Office Market Definitions
Source: JLL Research, Q3 2025
Ahmedabad’s Secondary Business District (SBD) encompassing Nehru Nagar, SG Road,
Prahladnagar, Sindhubhavan Road, Bodakdev, Vastrapur, and Satellite commands higher
rentals than the city’s CBD and East SBD, with average rents at INR 57.3 per sq ft/month
basis overall stock. The SBD’s strong occupier demand and concentration of high-quality
developments support this premium. However, SBD rents remain below PBD (INR 63.8 per
sq ft/month), primarily due to the presence of GIFT City within the PBD, which has a larger
concentration of top-tier, internationally benchmarked supply to the market. When comparing
the subset of Grade A+ developments, average rentals in SBD are marginally higher than
PBD.
KZEN VALTECH PRIVATE LIMITED - 38 -
1
4
C E N T R A L B U S IN E S S D IST R IC T (C B D )
Ashram road , CG road, Am baw adi,
N avrangpura
P ER IP H E R A L B U SIN E SS D IS T R IC T (P B
G and hinagar, Infocity, G IFT City
D )
2
3
1
4 4
G IFT City
2
3
S E C O N D A R Y B U S IN E S S D IS T R IC T (S B
SG Road, Prahladnagar, Sindhubhavan Road,
Bodakdev, Vastrapur, Satellite
E X T E N D E D S E C O N D A R Y B U S IN E S S
D IS T R IC T (S B D )
Science City Road, Gota, Vaishnodevi, Adani Shantigram
D )Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Figure 6 Ahmedabad Sub-market wise Grade A+ Average Rent (INR/sq ft/month) (As of 30th
September 2025)
65.0 64.8
SBD* PBD
Source: JLL Research, Q3 2025
*Property Share SM REIT submarket
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been
identified based on project quality assessment, project age & upkeep, tenant quality, current rent and rental growth,
sustainability certifications and other relevant factors
Grade A+ vacancy in SBD Ahmedabad stands at a notably low 1.7%, which is ~1,250 basis
points lower than the PBD’s vacancy rate of 14.2%. This pronounced gap highlights the strong
occupier demand and limited availability of premium office space within the SBD compared to
other competing submarkets.
Figure 7 Ahmedabad Sub-market wise Grade A+ Vacancy % (As of 30th September 2025)
14.2%
1.7%
SBD* PBD
Source: JLL Research, Q3 2025
*Property Share SM REIT submarket
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been
identified based on project quality assessment, project age & upkeep, tenant quality, current rent and rental growth,
sustainability certifications and other relevant factors
6.6 MARKET DYNAMICS - DEMAND, SUPPLY, VACANCY & RENTAL TRENDS
Ahmedabad's office market has exhibited consistent momentum and resilience. Net
absorption reached 2.0 mn sq ft in 2022, outpacing new supply additions and driving vacancy
rates down from 12.6% in 2022 to 8.8% in 2024. This performance reflects strong underlying
demand fundamentals, supported by sustained leasing activity across key sectors including
IT/ITeS, BFSI, consultancy, and co-working operators.
Despite moderated supply additions in 2023 and 2024, occupier demand remained robust,
maintaining market equilibrium and preventing significant vacancy fluctuations. Through the
first nine months of 2025, the market successfully absorbed 1.1 mn sq ft against 1.5 mn sq ft
of new completions, resulting in a stable vacancy rate of 10.5%. This balanced supply-demand
dynamic, particularly during a period of continued development activity, demonstrates
Ahmedabad's sustained appeal across diverse industry segments and reinforces its position
as an emerging commercial destination.
KZEN VALTECH PRIVATE LIMITED - 39 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Figure 8 New Supply, net absorption, and vacancy trends – Ahmedabad Overall Grade A
3
12.6% 16%
14%
12%
2
t f q s
n
7 .1 0 .2 10.3% 8.8% 510.5% 81 %0%% y c n a
c
m
n1
.1 6%a
V
i a e r A 7 9 .0 9 .0 1 .1 1 .1 4%
.0 2%
0 0%
2022 2023 2024 9M 2025
New Supply (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
Figure 9 New Supply, net absorption, and vacancy trends – Ahmedabad Grade A+
1.5
16%
15.2%
14%
12.8%
2 12%
1.0 .1
10.8% %
t f
q 9.1%
10% y
c
s n m n0.5 8 .0 7 .0 6 68 %%n a c a V
i a 5 .0
e
r
.0
4
4%
A .0
2%
0 1
.0 .0
0.0 0%
2022 2023 2024 9M 2025
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been
identified based on project quality assessment, project age & upkeep, tenant quality, current rent and rental growth,
sustainability certifications and other relevant factors
Rental growth in Ahmedabad's office market during 2024 and into 2025 has been primarily
driven by the delivery of high-quality new supply in strategic locations. The SBD and CBD
submarkets recorded the most significant annual rent increases, reflecting strong occupier
demand for premium Grade A assets amid constrained availability in these established
business districts. From 2022 to 9M 2025, SBD rentals advanced from INR 45.4 to INR 57.3
per sq ft per month, while CBD rents increased from INR 38.0 to INR 49.4 per sq ft per month.
Extended SBD and PBD submarkets also experienced steady rent appreciation, supported by
persistent tenant demand for modern office spaces with enhanced amenities. Average PBD
rents remained elevated, underpinned by GIFT City's presence and consistent absorption of
high-specification supply, though growth has moderated in recent quarters.
KZEN VALTECH PRIVATE LIMITED - 40 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Figure 10 Submarket-wise rental trend for overall Grade A
70
60
50
CBD
40
SBD
30
E SBD
20 PBD
10
0
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
Figure 11 Submarket-wise rental trend for Grade A+
80
60
40 SBD
PBD
20
0
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been
identified based on project quality assessment, project age & upkeep, tenant quality, current rent and rental growth,
sustainability certifications and other relevant factors
Table 6.6: Rental CAGR comparison: Grade A+ vs Overall Grade A
CAGR % CBD SBD E SBD PBD
2022- 9M 2025
Grade A+ NA 7.5% NA 4.0%
Overall Grade A 10% 8.8% 5.6% 4.0%
Source: JLL Research, Q3 2025
SBD Ahmedabad has demonstrated one of the most robust rental growth trends in the city’s
office market. Overall SBD rentals have grown at a robust 8.8% CAGR from 2022 to 9M 2025,
outpacing other major submarkets. Grade A+ assets in the SBD have recorded a 7.5% CAGR
over the same period - the highest among Ahmedabad's Grade A+ corridors. This rental
growth reflects sustained demand for institutional-quality office spaces, tight vacancy levels,
and occupiers' growing preference for modern, amenity-rich developments within the SBD
corridor.
KZEN VALTECH PRIVATE LIMITED - 41 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
6.7 TRENDS IN GROSS LEASING ACTIVITY
Ahmedabad's office market demonstrated strong leasing momentum in 2024, achieving gross
leasing volumes of ~1.6 mn sq ft. This positive trajectory has been sustained through the first
nine months of 2025, with gross leasing activity reaching 1.2 mn sq ft, indicating continued
occupier confidence and market vitality.
Figure 12 Gross leasing trends
2.0
1.7 1.7
1.6
1.5
t 1.5
f
q
1.2 1.2
s
n 0.9
m 1.0
n 0.7
i
a
e
r A 0.5
0.0
2022 2023 2024 9M 2025
New Completions Gross Leasing
Source: JLL Research, Q3 2025
Ahmedabad's leasing activity has demonstrated significant sectoral diversification, reflecting
the market's evolving appeal across industries. In 2022, co-working providers led at 33.6%,
followed by tech (21.3%) and BFSI (19.7%). The market shifted notably in 2023 with BFSI
dominating at 40.5%, while 2024 saw tech reclaim leadership at 33.2% alongside co-working's
resurgence to 27.0%. Manufacturing/industrial sectors also gained traction at 19.2% in 2024.
Through 9M 2025, tech has maintained a solid 19.5% presence. This dynamic composition
highlights Ahmedabad's capacity to attract diverse occupier categories, from traditional
sectors like BFSI to emerging segments such as co-working, positioning the city as an
adaptable commercial market.
Figure 13 Sector-wise share of gross leasing in Ahmedabad Grade A
100%
5.7% 4.2% 2.7% Telecom,Healthcare-
90% 16.4% 6.8% Biotech, Real Estate &
12.4%
Construction
80% 5.1% 5.6% 19.2% Miscellaneous
2.2% 41.5%
70% 13.7%
21.3% Manufacturing / Industrial
1.2%
60%
1.5% 15.2% 33.2% 5.2%
50%
IT & ITeS
5.7%
40% 19.5%
33.6%
E-Commerce
30%
7.6%
27.0%
20% 0.2% 40.5%
11.5%
Co-Working Provider
10% 19.7%
5.0% 11.9%
4.7%
0% Consultancy Business
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
KZEN VALTECH PRIVATE LIMITED - 42 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Figure 14 Sector-wise share of gross leasing in Ahmedabad Grade A+
100%
4.2% 2.6%
1.3% Telecom,Healthcare-
3.3% 11.4%
Biotech, Real Estate &
8.4% 15.5%
90% Construction
10.1% Miscellaneous
22.1% 6.8%
80%
28.6%
Manufacturing / Industrial
70% 0.6%
60% 34.8%
IT & ITeS
3.6%
28.2%
50% 55.5%
E-Commerce
0.4%
40%
9.0%
37.8%
Co-Working Provider
30%
20% 41.2% Consultancy Business
8.6%
33.9%
10% 8.4%
17.7%
BFSI
6.0%
0%
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
6.8 OVERVIEW OF THE FLEX MARKET IN AHMEDABAD
Ahmedabad's flexible workspace sector has emerged as a significant component of the city's
commercial real estate landscape. The market has demonstrated robust growth momentum,
with total flex stock reaching ~1.83 mn sq ft across 23,648 seats. This expansion represents
a substantial evolution from the nascent flex offerings available just a few years ago,
positioning Ahmedabad as an increasingly important flex destination within India's top eight
office markets.
Table 6.7: Flex Market Snapshot (As of 30th September 2025)
STOCK, MN SQ FT 1.83
Stock, seats 23,648
Vacancy, % ~12
Upcoming supply, seats 6,940
Indicative rental range, INR/seat/month 7,000 – 18,000
KZEN VALTECH PRIVATE LIMITED - 43 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
The growth trajectory has been particularly pronounced
in recent years, with flex operators expanding their
footprint to capture enterprise demand for agile
workspace solutions. Corporate preferences for flex
workspace solutions over traditional direct leasing
arrangements stem from multiple operational and
financial advantages.
• Cost Savings: Leasing with a flex space
operator often translates to lower costs with reduced
administrative costs and other overhead expenses.
Pre-built, move-in ready space can reduce initial out-of-
pocket expenses, enable greater efficiency, and
potentially drive down total occupancy costs.
• Zero capital expenditure: The key benefit for
occupiers opting for customised spaces over
traditionally leased spaces is the savings on the upfront
expenditure for fit outs. In simple terms, while the
operational costs are mostly higher because occupiers
end up paying a composite rent for a bouquet of
services, there are significant savings on capital
expenditure.
• Lease tenure flexibility: Flexible space helps
organizations “buy time” as they launch new initiatives,
establish growth projections, and develop longer-term
space strategies. Tenants with space requirement for a
Source: JLL Research, Q3 2025
shorter duration face certain challenges in leasing out space with space owners as the
minimum lock-in period for organized office spaces is typically three or more years. Flexible
workspaces allow the tenants to take up spaces as per their requirement in terms of lease
tenures / lock-ins, thus allowing for greater flexibility.
• Increased portfolio flexibility: Companies can scale up or down easily based on changing
business needs. The flexibility to increase or decrease seat take-up is a key attraction for start-
ups and SMEs, many of whom are faced with uncertain growth and cash flow expectations.
• Innovation and collaboration opportunities: Flex arrangements foster innovation through
increased employee interaction, exposure to new business concepts and cross-pollination of
ideas. Employees share the space with professionals from diverse industries which provides
them with networking opportunities and can lead to valuable partnerships.
• Customization and convenience: For large corporates, the possibility of getting spaces
customised to their requirements, a low gestation period and the convenience of managed flex
spaces are important factors. Corporates today view their workplace environment as an
instrument to drive business performance and enhance engagement, empowerment, and
fulfilment among staff. The furtherance of this agenda requires an element of specialisation,
and flex space operators are filling this gap, thereby yielding tangible benefits to the occupier.
However, it is pertinent to note that the associated benefits vary, depending on the type of
occupiers and their scale of operations. Start-ups and SMEs, many of whom are faced with
uncertain growth and cash flow expectations are primarily attracted to the cost and flexibility
factor. For large corporates, the savings on upfront expenditure for fit outs as well as the
customization and convenience are major pull factors. Large corporates are enticed by the
savings on upfront expenditure for fit outs, as well as the enhanced customization options and
unparalleled convenience provided by flex space operators. Thus, flex office space is a viable
real estate option for all types of office occupiers—from freelancers and start-ups to large
corporates. Varied in-house amenities like gym, spa, food court, gaming zones, sleeping pods,
crèche services, etc., and perks such as seamless access to the operator’s flex spaces across
locations only add to the attractiveness of the deal.
KZEN VALTECH PRIVATE LIMITED - 44 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
SBD is the dominant hub for flex operations. Market dynamics indicate that flexible workspace
providers have been actively securing prime locations across key submarkets, with the
Secondary Business District (SBD) emerging as the dominant hub for flex operations. The
distribution pattern reflects distinct preferences among flex operators and their corporate clients
for established business corridors with superior infrastructure and connectivity.
Table 6.8: Distribution of flex stock across submarkets
STOCK, SEATS VACANCY, % INDICATIVE RENTAL RANGE,
INR/SEAT/MONTH
CBD 2,040 ~3 7,000 – 8,500
SBD 20,288 ~12 8,000 – 15,000
Extended SBD 680 0 8,000 – 9,000
PBD 640 ~48 9,000 – 18,000
Source: JLL Research, Q3 2025
SBD commands 86% of Ahmedabad's flex stock due to its strategic position at the intersection
of talent availability and corporate demand. SBD's superior metro and BRTS connectivity
makes it easily accessible for employees living across key residential areas, while its
concentration of Grade A office buildings provides the large, quality spaces that flex operators
need to serve enterprise clients effectively. The submarket's established corporate ecosystem
creates consistent demand for flexible workspace, enabling operators to achieve both scale
and premium pricing. This combination of talent accessibility, quality infrastructure, and
corporate presence makes SBD the natural choice for flex operators seeking to build
sustainable, profitable operations.
Managed space model has gained traction
Pure-play managed space operators have experienced the fastest growth compared to other
flex space operators. The managed office space model has gained traction in Ahmedabad as
corporations seek turnkey solutions that address evolving workplace requirements. Flex
operators typically enter into medium to long-term lease agreements with landlords, then
design and fit-out spaces according to specific tenant requirements, absorbing the capital
expenditure while providing fully serviced environments. This model enables rapid deployment
of customized workspace solutions, with operators handling everything from interior design
and technology infrastructure to facilities management and administrative service. It is worth
noting that managed space, as a subset of the larger flex space market, is expected to
continue witnessing significant expansion.
6.9 OUTLOOK – AHMEDABAD OFFICE SECTOR
Over 2026 to 2028, Ahmedabad’s office market is set to see a substantial addition of nearly 12
mn sq ft of new supply, with the Peripheral Business District (PBD) forecasted to contribute the
largest share, followed by the SBD and Extended SBD. Within this pipeline, SBD alone is
expected to deliver ~3.8 mn sq ft by 2028, solidifying its role as a core growth engine for the
city’s commercial real estate sector.
Sustained demand is expected from sectors such as IT/ITeS, BFSI, consulting, co-working,
manufacturing, and e-commerce, as companies continue to seek high-quality, well-connected
offices for both expansion and consolidation. Growing preference for sustainable and wellness-
oriented buildings is shaping new supply, with occupiers prioritizing green certifications,
modern amenities, and robust facility management. As new projects in SBD, Extended SBD,
and PBD come on-stream, Ahmedabad’s office market is poised for an active phase of
development, with SBD continuing to attract a diverse mix of occupiers owing to its strategic
location, premium quality stock, and comprehensive social infrastructure.
KZEN VALTECH PRIVATE LIMITED - 45 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Figure 15 Outlook on New supply, net absorption, and vacancy trends - Ahmedabad Overall
5 14%
12.3% 12.2%
12%
4.6
4 11.2%
4.2
t 10%
f q s 3 9.3% 3.6 3.7 %
n m 3.1 3.0 8% y c n
n i
a
2 6%
a
c a
V
e
r 4%
A
1 1.5
1.3
2%
0 0%
2025F 2026F 2027F 2028F
New Supply (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
Figure 16 Outlook on New completions, net absorption, and vacancy trends - Ahmedabad
Grade A+
2.5 14%
12.5%
12%
2.0
2.2 10.9%
t f
q
9.6% 9.9% 10%
%
s n1.5 1.7 1.7 1.7 1.6 1.6 8% y c
m n
n1.0 6% a c
i
a
a
V
e 4%
r
A0.5
0.6 2%
0.5
0.0 0%
2025F 2026F 2027F 2028F
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
6.10 SBD OFFICE MARKET OVERVIEW
Evolution of SBD Office Market
Ahmedabad's SBD, encompassing Nehru Nagar, SG Road, Prahladnagar, Sindhubhavan
Road, Bodakdev, Vastrapur, and Satellite, has transformed dramatically from predominantly
residential and retail neighbourhoods into a major office destination. Rapid urban expansion
and infrastructure development, including enhanced road connectivity and comprehensive
public amenities, have established the SBD as a favoured location for modern commercial
developments. Large land parcels along SG Road enabled the creation of expansive office
campuses and Grade A buildings, attracting major corporations seeking scalable, high-quality
workspaces outside the congested CBD core. This evolution was accelerated by policy support
for IT/ITeS and commercial real estate, driving demand from technology, consulting, financial
services, and co-working operators. The area's rise as a business corridor is reinforced by its
flourishing social infrastructure. SBD hosts prominent malls, global and local retail chains, mid-
and high-end residential projects, luxury hotels, and educational institutions, alongside the
prestigious 'Billionaire's Street', creating a vibrant, round-the-clock business and lifestyle
district. From affordable to premium office rental options, extensive campus-style
developments, and green-certified buildings provide corporates and startups with choices
tailored to varying operational needs.
KZEN VALTECH PRIVATE LIMITED - 46 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
The SBD now commands substantial office inventory in Ahmedabad and consistently leads in
new supply, absorption, and rental appreciation, reinforcing its position as a key office market.
Its diverse occupier profile, spanning domestic corporations to international enterprises,
reflects the area's compelling appeal anchored by accessibility and proximity to growth
corridors in western Ahmedabad. As SBD continues evolving with ongoing developments, it
stands as both Ahmedabad's commercial hub and a comprehensive destination supporting
business growth and urban living.
SBD Ahmedabad – The City’s Prime Commercial Corridor
With robust infrastructure already in place, SBD Ahmedabad stands out for its superior
connectivity and accessibility. The district benefits from east-to-west metro connectivity and an
extensive, efficient BRTS network, seamlessly linking key commercial and residential zones.
SG Highway and SP Ring Road form the backbone of transportation in the SBD, ensuring
direct routes to major business corridors and overall ease of movement.
Within the SBD, Nehru Nagar represents a prime example of this exceptional connectivity
infrastructure. As a strategic location within the submarket, Nehru Nagar boasts unparalleled
access through key arterial roads including Satellite Road, the 132 ft ring road, and the 120 ft
ring road, linking it to all major city sectors. Most importantly, Nehru Nagar's position as a
gateway between the CBD and the SBD provides direct access to the city's core commercial
hubs, making it an ideal location for premium office developments.
The area's accessibility is further enhanced by its proximity to Vastrapur Road and Ambali
Road, ensuring seamless travel from various parts of the city. Integrated public transportation
includes multiple BRTS stations and the largest State Transport control point west of
Sabarmati, supporting robust commuter movement and logistics. Nehru Nagar is also
connected to Ahmedabad's expanding Metro network, with stations along the north-south
corridor offering direct connectivity to Gandhinagar and GIFT City, the region's fastest-growing
financial and technology cluster.
Surrounded by high-value commercial and residential neighbourhoods like Satellite, Vastrapur,
Bodakdev, and Ramdevnagar, Nehru Nagar provides a vibrant ecosystem for both living and
business, while maintaining convenient access to Ahmedabad International Airport (~16 km)
and Railway Junction (~11 km). This well-planned infrastructure strengthens the SBD's ties not
only within the core market but also to Extended SBD areas and the PBD, with Nehru Nagar
serving as a critical connectivity hub that cements the SBD's status as Ahmedabad's premier
destination for business growth and corporate investments.
Figure 17 Major infrastructure projects impacting the SBD submarket
KZEN VALTECH PRIVATE LIMITED - 47 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Classification of Office Stock
SBD Ahmedabad has experienced a consistent increase in office stock over the past few years,
with total supply growing from ~7.8 mn sq ft in 2021 to ~8.7 mn sq ft by the first nine months of
2025. Notably, 2022 marked a substantial addition with over 1.7 mn sq ft of new supply,
followed by steady new completions in subsequent years.
Table 6.9: Overview of SBD office submarket
SBD OVERALL GRADE A SBD GRADE A+
Completed Stock, 8.69 1.74
mn sq ft
Vacancy, % 3.3% 1.7%
Net Absorption, mn sq ft 2.89 0.96
(2022 – 9M 2025)
New Completions, 2.59 0.80
mn sq ft (2022 – 9M 2025)
Average Rent, 57.3 65.0
INR/sq ft/month
Rent Growth, % (2022-9M 26.2% 22.1%
2025)
Source: JLL Research, Q3 2025
Note: Grade A+ stock is a subset of the Grade A universe and are office assets of the highest quality. These have been
identified based on project quality assessment, project age & upkeep, tenant quality, current rent and rental growth,
sustainability certifications and other relevant factors.
Based on quality
SBD accounts for 53.9% of the total office stock in Ahmedabad, firmly establishing itself as the
city’s largest and most prominent commercial micro market. Within SBD, ~20% of the stock is
classified as Grade A+, concentrated in two marquee projects that set the benchmark for quality
in the city. The remaining 80% consists of high-quality Grade A assets, reflecting the
submarket’s focus on offering premium office environments.
Figure 18 Distribution of office stock based on ownership – SBD
Grade A+
20.0%
Grade
A
80.0%
Source: JLL Research, Q3 2025
KZEN VALTECH PRIVATE LIMITED - 48 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Figure 19 Prominent Office Developments in the SBD submarket
Prominent
#
Tenants
Venus Stratum Smartworks, Raywell Studio,
1
(Subject property) Technoville, Tech Mahindra
Baxter India, Opulence
Navratna Corporate
2 CoWo, Jamp India
Park
Pharmaceuticals
KPMG, Adani Digital, Tata
3 Commerce House
communications, Daikin
Kraft Heinz, OLX Auto,
4 Mondeal Heights Coach Bar, Edelweiss
Gallagher
Source: JLL Research
Shapoorji Pallonji,
5 One42
OneAdvanced
Deloitte India, Ciceroni,
6 Shapath V
HPE, Kotak Securities
Figure 20 Grade A+ Office Developments in SBD submarket
Venus Stratum
Navratna Corporate Park
(Subject property)
Location Nehru Nagar Ambli Road
Green Certified Yes No While both Grade A+ assets
share similar technical
specifications, Venus Stratum
Tower A – 2020
Completion Year 2022 commands a rental premium
Tower B – 2021
due to some key
Office Development differentiators: prime Nehru
~800,000 ~941,000
(sq ft) Nagar location with very
limited premium office supply,
Vacancy its IGBC Platinum certification
<5% <5%
(as of Sep 2025) and consistent superior floor-
Indicative Rental to-ceiling height, whereas one
Range 65 - 75 55 - 65 of the towers in Navratna
(INR/sq ft/month) Corporate Park has lower
Smartworks, Paragraph ceiling clearance
Khajanchi Business
Centre, EFC Limited,
Baxter India, Opulence
Prominent Tenants Coworking, Jamp India
Raywell Studio,
Pharmaceuticals, CU Rise,
Technoville, Tech
Mahindra
SBD Office Market Dynamics - Demand, Supply, Vacancy & Rental Trends
Net absorption in the submarket has consistently been healthy, with SBD recording major take-
up in years of strong supply influx. Even as new supply persisted, rents have demonstrated
steady growth, rising from 45.4 INR per sq ft per month in 2022 to 57.3 INR per sq ft per month
by 9M 2025. With demand keeping pace and at times outstripping supply, SBD has established
itself as the city’s prime business destination, offering a competitive edge for future commercial
expansion. Occupier demand has closely tracked this supply growth, ensuring vacancy levels
remain on a sustained downward trajectory. Vacancy in SBD fell from 9.1% in 2022 to just
3.3% in the first nine months of 2025, underlining strong absorption and market resilience.
KZEN VALTECH PRIVATE LIMITED - 49 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Figure 21 New supply, net absorption, and vacancy trends – SBD
2.0 10%
1.7 9.1% 9%
1.6
8%
1.5
7%
tf q 6% %
s
n m1.0 5%
y
c n
a
n i a 4.5% 3.3% 4% c a V
e 0.6
rA 3.3%
3%
0.5
0.5 0.4
2%
0.3
0.2
0.1 1%
0.0 0%
2022 2023 2024 9M 2025
New Supply (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
Figure 22 SBD Vacancy trend – Grade A+ vs Overall Grade A
12%
9.80%
10%
8% 9.1%
%
y
c n 6%
a c 4.5%
a
V
4% 3.3% 3.3%
4.20%
2%
1.72% 1.72%
0%
2022 2023 2024 9M 2025
Grade A Grade A+
Source: JLL Research, Q3 2025
Trends in Gross Leasing Activity
Earlier years saw distinct sectoral patterns, such as BFSI’s dominance in 2023 (nearly 40%)
and a significant uptick in manufacturing/industrial leasing in 2024 (33.3%). These dynamics
underscore SBD’s versatility in meeting the requirements of varied occupiers, from start-ups
and flexible workspace operators to consulting, technology, and industrial firms.
Leasing activity in Ahmedabad’s SBD micro market has witnessed notable shifts in sectoral
demand over the last four years. While co-working providers have consistently maintained a
strong presence, with their share ranging from 17% to 39%, the last two years witnessed a
marked rise in contributions from consultancy businesses and IT/ITeS firms. In 2025,
consultancy businesses led gross leasing activity in SBD, accounting for 34%, followed by IT
& ITES at nearly 29% and co-working providers at 27%.
KZEN VALTECH PRIVATE LIMITED - 50 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Figure 23 Sector-wise share of gross leasing - SBD
100%
6%
10% 11% Telecom,Healthcare-
Biotech, Real Estate &
90%
25% 13% 4% Construction
Miscellaneous
80%
6%
29%
Manufacturing / Industrial
70% 8%
12% 33%
2%
1% IT & ITeS
60%
17%
17%
50% E-Commerce
7%
2% 27%
5%
40%
Co-Working Provider
30%
Consultancy Business
39% 37%
20% 40%
34%
BFSI
10%
4%
6%
4%
0%
2022 2023 2024 9M 2025
Source: JLL Research, Q3 2025
The Grade A+ office segment in SBD Ahmedabad has maintained a fully stable supply of 1.74
mn sq ft from 2022 through 9M 2025. Occupied stock has steadily increased each year,
reaching 1.71 mn sq ft in 9M 2025 and pushing vacancy to minimal levels. This consistent
occupancy growth, amid zero new supply, underscores sustained demand for premium office
spaces in the market.
Figure 24 Sector-wise share of gross leasing – SBD
1.80 1.74 1.74 1.74 1.74
1.71 1.71
t f q 1.70 1.67
s
n
m 1.60 1.57
n
i
a e 1.50
r
A
1.40
2022 2023 2024 9M 2025
Completed Stock Occupied Stock
Source: JLL Research, Q3 2025
KZEN VALTECH PRIVATE LIMITED - 51 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Outlook - SBD Office Market
With its strategic location, advanced connectivity, and vibrant urban lifestyle, Ahmedabad's SBD
has established itself as a key office destination, consistently attracting diverse occupiers. The
submarket's appeal for IT/ITeS, consulting, co-working, BFSI, and e-commerce operations
continues to grow, fostering robust demand for quality office space and driving steady rental
appreciation. SBD is set to undergo expansion, with ~3.8 mn sq ft of new supply projected
across 2026 to 2028. Of the 3.8 mn sq ft of upcoming Grade A supply, only Keshavbaug Capital
is located in the vicinity of Stratum @ Venus Grounds, ensuring limited direct competition in the
immediate micromarket.
Figure 25 Outlook on new supply, net absorption, and vacancy trends – Overall SBD
3 20%
15%
2
tf
q
%
y
s
n
10%c
n
m 1.5 1.6 a c
n i a e 1 6.6% 8.0% 1.3 7.7% a V
rA 1.1
5%
0.5
0.7 0.7
2.6%
0.5
0 0%
2025F 2026F 2027F 2028F
New Supply (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q3 2025
SBD maintains one of the lowest vacancy rates in Ahmedabad, with particularly tight
conditions in the Grade A+ segment. Limited availability and sustained occupier demand have
driven Grade A+ vacancy sharply lower, from 9.8% in 2022 to just 1.7% by 9M 2025. With no
new Grade A+ supply projected over the next three years, vacancy is expected to fall further,
potentially below 1% by 2028. With limited upcoming supply in the micro-market, demand
momentum is expected to remain strong.
Figure 26 Outlook on new supply, net absorption, and vacancy trends – Grade A+ SBD
0.010 2.0%
0.008 1.4%
1.5%
1.1%
tf
q s n m
n
00. .0 0006
4 0.005 0.005 0.9% 0.005 0.6%0.005
1.0%%
y c n a c a
V
i
a
e
rA 0.5%
0.002
0.0 0.0 0.0 0.0
0.000 0.0%
2025F 2026F 2027F 2028F
New Completions (LHS) Net Absorption (LHS)
Source: JLL Research, Q3 2025
KZEN VALTECH PRIVATE LIMITED - 52 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
This supply constraint is driving significant rental appreciation in the Grade A+ segment. From
2022 to 9M 2025, Grade A+ rents in SBD increased from INR 53.2 to INR 65.0 per sq ft per
month, with projected growth reaching INR 77.5 per sq ft per month by 2028. Over the next
few years, Grade A+ office space in SBD is expected to command a sustained rental premium
of around 12–15% over the broader market, driven by limited supply and strong occupier
demand for quality, future-ready office assets.
Figure 27 Rental forecast for SBD overall and Grade A+ projects
90
77.50
80 73.50
69.50
)h 65.00 65.50
tn 70
o
m
/tf
q
60
61.50
65.00
68.50
s /R 50 57.28 58.00
N
I(
tn
40
e
R
e
30
g
a
re 20
v
A
10
0
9M 2025 2025F 2026F 2027F 2028F
Overall Grade A+
Source: JLL Research, Q3 2025
Within SBD, Nehru Nagar's combination of strategic location, connectivity, proximity to key
urban infrastructure, and strong social amenities creates an attractive investment proposition.
As Ahmedabad continues to grow as a commercial, educational, and technology hub, Nehru
Nagar is positioned to benefit from increased demand, robust capital appreciation, and
consistent rental yields, particularly given the constrained supply environment in the
immediate area.
KZEN VALTECH PRIVATE LIMITED - 53 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
7 M V E
ARKET ALUE STIMATE
7.1 ADOPTED PROCEDURE
The market practice in most commercial office developments involves contracting tenants /
occupiers in the form of pre-commitments at sub-market rent to increase attractiveness of the
property to prospective tenants - typically extended to anchor tenants. Additionally, there are
instances of tenants paying above-market rent for certain properties as well (primarily owing
to market conditions at the time of contracting the lease). In order to arrive at a unit value for
these tenancies, the Valuer has considered the impact of such sub/above market rents on the
opinion on market value of the Subject Asset.
For the purpose of this valuation exercise, the Valuer has analyzed the existing tenancy details
provided by the Client, to identify variances vis-à-vis prevailing market/marginal rent. Each
lease agreement is assessed separately for below aspects, for the rent over a 10-year time
horizon:
▪ Rent roll (and the corresponding current and yet-to-be-signed lease deeds) were reviewed
to identify tenancy characteristics for the Subject Property. However, this review of current
and yet-to-be-signed lease deeds is not to be construed as a legal review of the current
and yet-to-be-signed lease deeds by the Valuer.
▪ LO and other related documents as mentioned in relevant sections of the report were
reviewed for validation of area details, and ownership interests in the Subject Property.
▪ Limited visual inspection at the time of physical site visit was undertaken to review the
status of the Subject Project and Subject Property.
7.2 CASH FLOW PROJECTIONS
Cash flows for the Subject Property have been projected separately for each lease agreement,
to opine on their respective value estimates.
Net Operating Income (NOI) has primarily been used to estimate the value of the Subject
Asset. Projected future cash flows from the Subject Property are based on existing and yet-
to-be-signed lease deeds’ terms for the operational lease deeds till the expiry of the leases or
re-negotiation, whichever is earlier. In the case of Subject Property, where lease deeds’ terms
are observed to end prior to the 10-year time horizon, reversion to market rent is required.
These cash flows have been projected for 10-year duration from the date of valuation and for
11th year (for estimation of terminal value based on NOI). These future cash flows are then
discounted to present-day value (valuation date) at an appropriate discount rate. Each current
and yet-to-be-signed lease deed is reviewed separately for below aspects, for the rent over a
10-year time horizon:
▪ Projecting the rental income for identified tenancies up to the period of respective lease
deed expiry, lock-in expiry, escalation milestones, among other aspects, whichever are
applicable.
▪ Computing the monthly income based on rent projected above and translating the same
to quarterly income (for the next 10 years and 11th year is considered for estimation of
terminal value).
KZEN VALTECH PRIVATE LIMITED - 54 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
7.3 MARKET ASSUMPTIONS
The table below presents key market assumptions used for providing Valuation of the Project
Table 7:1 Key Market Assumptions
Parameters
Market Rent Valuer has relied on market research prepared by Jones Lang LaSalle (India), a leading
international property consultancy operating in India since 1995, for the Ambawadi micro-
market. Analyses of this market research revealed that majority of office spaces in
Ambawadi (Grade A+ assets) micro-market have been recently leased in the range of
INR 65 - 75 per sq.ft. per month depending on location, scale, and type of property within
which these spaces have been leased.
Valuer has, subsequently, applied further adjustments to this predominant rental range
as the Subject Property has the advantage of providing better quality of work spaces, and
excellent location being immediately accessible from Surendra Mangaldas Road, the
major city-level road. In addition, Valuer has adopted the Market Approach to estimate
achievable rent at the Subject Property while performing the rent benchmarking exercise
(please refer Annexure – 8 for details). Keeping all aspects in perspective, Valuer has
estimated the achievable market rent for Subject Property to be approx. INR 74.0 per
sq.ft. per month.
Rent Escalation Given that Subject Property has multiple on-going existing leases with no new leases,
Valuer does not have latest market feedback on its perceived demand for escalated rental
at Subject Property.
Consequently, Valuer has looked at commercial office real estate demand-supply
dynamics in detail to estimate achievable market rent escalation in context of the Subject
Property. JLL’s market research anticipates overall Grade B+ projects in Ahmedabad to
experience modest annual rental value growth of 1-1.5%, while, in contrast, it forecasts
Grade A+ projects, such as the Subject Project, of which Subject Property is a part, in
Ahmedabad are projected to see a more substantial yearly rental appreciation, more in
line with average annual contractual escalations of 5-6% y-o-y in the coming years. They
anticipate rental growth to be also supported by limited Grade A+ supply coming in the
years ahead in the Subject Project micro-market, aiding more rental premium to be
attached to quality assets. As per JLL, Subject Project is the only solitary Grade A+ project
in Subject Project micro-market and most micro-markets of Ahmedabad city. In this
context, given that there is very limited future planned supply of Grade A+ IT office space
in the Subject Property micro-market and low single-digit vacancy levels in most of the
office buildings, this micro-market is likely to continue to face demand pressures for a
significantly long period of time. In this context, given that rental leases are typically set
at 15% escalation every three years (~5% every year) or 5% annual escalations, Valuer
has considered and assumed annual market rent escalation to be at least 5% annually
on a long-term basis. This is supported by observations of JLL’s leasing team, that
interacts with potential occupiers of spaces in Ahmedabad on a continual basis, who, too,
consider an annual market rent escalation of 5% in the Ambawadi micro-market over a
long-term period to be reasonable.
Estimated Rent- Valuer has reviewed the micro-market in detail to estimate the market preference for rent-
Free Period free periods, both for fresh leases and re-leases of existing tenancies. Market research
provided by JLL indicates that rent-free periods in the Ambawadi micro-market ranges
from 2 - 3 months for fresh leases with the average rent free period for fresh leases being
approx. 2.5 months, with usually no rent-free periods in the cases of re-leases. The case
for no rent-free period in the case of re-leases is generally observed in India, as most
occupiers end up spending a significant amount of money on interiors which is amortized
over the tenure of the lease agreements and enter into lease agreements with option to
renew. This creates tenant-stickiness with occupiers unlikely to move out and continue
with their operations with minimal or no further office upgradation. In this scenario, since
less or no time is required for refurbishment of existing spaces, if planned by existing
KZEN VALTECH PRIVATE LIMITED - 55 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
occupiers, typically no rent-free period is likely to be offered by landlords. JLL’s leasing
team, that interacts continuously with existing and prospective occupiers of office spaces,
have also observed that market’s preferences are in the range of 2-3 months for fresh
leases, with rent-free period for re-leases at the discretion of landlords. Some occupiers
may nonetheless move out despite spending on interiors. Consequently, Valuer has
assumed a rent-free period of 3 months in the case of new leasing and no rent free period
in case of re-leases.
Capitalization The capitalization rate adopted for valuing the assets has been based on various factors
Rate such as:
• Historical entry yields (going in cap rates) for commercial / office asset transactions
across various key markets in India, which have steadily shown a downward trend
from 10.5% - 11.5% to about 7.5% - 8.5%. These cap rates have been specified in
the table below. The cap rates have been stable around these levels in the recent
past.
• The increased appetite for income generating assets and availability of various
modes of finance (real estate credit flows) backing such acquisitions.
• The demand supply situation in the respective city and expected dynamics of
demand leading supply - given entry challenges such as land availability, higher
initial cost outlays etc. developers are expected to focus on fully built to suit or semi-
speculative projects (with key tenants tied in prior to launch of construction).
• Inflation (and interest rates) expected to be maintained in check with interventions
from the Reserve Bank of India, in case of significant change.
Specifically for the Subject Property and Subject Asset, Valuer has, in addition,
considered risks pertaining to relatively smaller size of assets in small and medium real
estate investment trusts with lesser number of tenancies, which puts the cash flows at a
higher level of risk in the event that potential tenants exit the assets for reasons beyond
their control. However, the upside and ability of smaller assets to be re-leased faster
given the smaller size of the asset and evolving nature of services sector, particularly
IT/ITeS, that typically requires smaller investments and relatively smaller asset sizes but
larger number of potential entrepreneurs, cannot be ignored. Valuer has considered
specific transactions of commercial real estate assets, which Client has provided to Valuer
and confirmed that these quoted instances for capital transactions of commercial office
space in Ahmedabad have been provided to them by Capital Markets team of JLL India.
Valuer has estimated capitalization rate from cap rates for sale transactions for
comparable assets of similar risk profile to determine capitalization rate for the project.
Cap rates also factors in investor expectations for comparable assets of similar risk profile.
For estimating the capitalization rate for the Subject Property, Valuer has adopted the
Comparable Transaction Instances Method under the Market Approach to valuation as
indicated in IVS2025, and estimated the current capitalization rate for Subject Property to
be 8.00% as indicated in the table on the following page. The said cap rate has been
applied on the 1 year forward net operating income after 10 years and is utilized for the
purpose of calculating of exit value / terminal cash flow. Although, historically the cap
rates have compressed in India, the Valuer does not have any data to forecast the cap
rate compression post 10 years. Hence, the Valuer has conservatively kept terminal
capitalization rate to be 8.00%.
Readers of this report are advised that these transactions of built real estate space are
usually confidential in nature, with usually buyers and sellers being the only entities privy
to the complete contours of these transactions. Valuer has relied on information attributed
to JLL India Capital Markets by Client assuming this to be correct, authentic, and reliable.
Based on the calculations in Annexure 9 and estimates, Valuer has adopted an exit
cap rate of 8.00% for the Subject Asset, for the purposes of estimating the Market
Value, considering the 1 year forward net operating income after 10 years, is
utilized for the purpose of calculation of exit value / terminal cash flow.
KZEN VALTECH PRIVATE LIMITED - 56 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Estimated JLL’s market research indicates that typical leasing brokerage charges for fresh leases
Brokerage and re-leases in Ambawadi micro-market, being charged by institutional brokerages such
as JLL, are in the range of 1 to 2 months of agreed upon rent payable by occupier to
landlord.
In addition, Valuer has reviewed the quotation provided by JLL’s leasing team to Client
for fresh leases and subsequent re-leasing of space(s) within the Subject Project to be 2
months of rent for fresh leasing and 1 month of rent for re-leasing by existing occupiers.
Consequently, Valuer has considered these brokerages while opining on market value of
Subject Property.
Perpetual Structural vacancy, or perpetual vacancy, is inherent to office spaces where there is
Vacancy current and anticipated supply of competing space. As long as supply exists in the market,
it is highly unlikely that any building will be 100% leased (unless it is a built to suit building
built for a single-tenant with significantly longer lease agreements tenure than average
lease agreements tenures in the market or the entire building is leased to a single tenant),
as rental price movements will ensure competition, and, consequently, vacancy.
Further, tenant turnover, an inherent aspect of the commercial real estate market,
naturally results in interim vacancy periods before spaces are re-leased, followed by rent-
free periods (which have been factored for separately by the Valuer).
Consequently, at any point of time, it is expected that there will be some degree of
vacancy existing in any building where competing supply exists.
Keeping the above in perspective, Valuer has considered 100% occupancy in the case of
Subject Property, where such occupancy levels exist till expiry of their contracted term
period. Subsequently, for such re-leases and fresh leases, Valuer has assumed a
maximum occupancy level of 98%, with 2% of leasable space always being vacant on
account of competition, leasing downtime and timing mismatch between space available
vs demand.
Lease Deeds Lease agreements tenures for office spaces in India have been observed to be typically 5
Tenure years, structured with rent escalations of ~15% once every three years or ~5% annually.
The reason for this tenure duration is that occupiers typically make significant investments
in interiors of their office spaces that are amortized over the lease deeds’ tenure period,
with the average annual amortized cost being lesser over the longer lease deeds’ tenure
period. Further, a longer lease deed tenure affords stability to the occupier who doesn’t
have to start looking for space or renegotiating soon after leasing the space and allows
the occupier to “create” its address for its customers. Landlords, on the other hand, while
preferring long leases for similar reasons as occupiers in that they don’t have to
renegotiate after shorter time durations, also don’t want to miss out on the real estate
cycle peaks that allow for significant rental jumps. Historically, these peaks have been
observed to occur once every 8-10 years. In light of the above, market preference for
lease deeds’ tenures is for a period of ~5 + 5 years. This is also confirmed by JLL’s leasing
team and market research that indicates occupiers and landlords preference for lease
deeds’ tenures to converge to ~5 + 5 years. Valuer has, therefore, assumed lease deeds’
tenure of ~5 + 5 years, both for fresh leases and re-leases.
Transaction Cost JLL’s market research indicates that brokerage paid for capital transactions of commercial
on Sale real estate assets in the range from 0.5%-2%, with the average brokerage being ~1% of
the capital transaction value. Further, quotation received by Client from JLL’s capital
markets team indicates that they will charge 1% of the capital value transacted for any
space within the Subject Property. With the above aspects in perspective, Valuer has
considered and assumed transaction brokerage fee of 1% of the terminal value assuming
a hypothetical sale at that point of time for the Subject Project.
WACC [Discount Discount Rate
Rate] This discount rate used for discounting the available cash flows represents cost of equity
(the opportunity cost for shareholders) and cost of debt (the opportunity cost for creditors),
weighted by their respective contribution to the total capital of the company, which is the
weighted average cost of capital (“WACC”). As the equity holders get the residual cash
flow, the cost of equity is always higher than the cost of debt.
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Given that Propshare Celestia SMREIT will be listed as a single-entity, unitholders of
Propshare Celestia SMREIT will get benefits of the entire REIT. In the instant case, we
have been represented by Client that there is no external debt in the Propshare Celestia
SMREIT and the money that will be received from unitholders is split into debt and equity
for better tax planning. Considering that the unitholders risk overall is an equity risk we
have assumed the WACC to equate with Cost of Equity.
Cost of Equity
Based on discussion with investors and market participants, by capital markets team of
JLL, a leading international property consultant who have frequent and continuing
discussions with financial institutions and market participants, particularly investors in and
investees in projects similar to those in Mindspace REIT, the Valuer has observed that for
REITs, the market return expectations consists of yield of 6%-7% and an annual capital
appreciation of 6%-7% for completed assets, with total annual return expectations being
around 12% to 14% with some variance, depending on location (with properties in major
cities having lesser risk, such as Subject Property) and scale of the assets, with
expectation towards larger assets being on the higher end and smaller assets, such as
the Subject Property, being on the lower end of the spectrum. Valuer has, therefore,
accorded a premium of 25 basis points over the lower spectrum of market expectations
(~12%) to account for the advantage of Subject Property being:
a) located on one of the most prime roads in Ahmedabad city,
b) probably the only Grade A+ building in Ahmedabad city, and
c) absence of any competing developments in Subject Property micro-market (which
is evident from the extremely low vacancy rate within the Subject Property even
though its only 3.5 years old).
In light of these points, Valuer has estimated the cost of equity of ~11.75% taking into
consideration these investor expectations and inherent advantages possessed by the
Subject Property. The same has been validated via Capital Asset Pricing Model (“CAPM”)
also.
The inputs considered for the CAPM are as illustrated below:
• We have considered risk free rate of 6.89% based on average 10-year treasury
bond yield
• Average annual market returns of 11.96% based on the returns of Nifty 50 Index
over the past 10 years (Equity risk premium of 5.07%)
• Beta of 1.45 has been calculated using constituents of Nifty Realty Index as well as
five listed REITs which have been benchmarked against Nifty 50
CAPM is a financial model used to calculate the expected return of an asset or investment,
considering risk and market conditions. Market expectations, on the other hand, refer to
the collective beliefs and anticipations of market participants regarding future economic
conditions and asset prices. While CAPM provides a theoretical framework for estimating
returns, market expectations are the actual, subjective beliefs that influence investment
decisions and market behaviour. While CAPM can be a useful tool, it is crucial to consider
market expectations when making investment decisions, as these can deviate from the
theoretical predictions of the model and may not be able to capture various nuances of
the market which the market participants are constantly exposed to and aware of while
deciding on their return expectations. Valuer has, consequently, considered market
expectations of cost of equity.
Debt to Equity Ratio
Client has indicated that there is no existing debt in the Propshare Celestia SMREIT, and
no further debt will be issued once Propshare Celestia SMREIT has been listed.
Consequently, debt/equity ratio for this Subject Property has been considered to be 0
(zero).
KZEN VALTECH PRIVATE LIMITED - 58 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
WACC
Using the formula: WACC = [C(d) x W(d)] + C(e) x W(e)], where
C(d) = cost of debt,
W(d) = weight of debt (nil in this case),
C(e) = cost of equity, and
W(e) = weight of equity (100% in this case),
and incorporating inputs as indicated earlier in this section, WACC for Propshare Celestia
REIT is calculated to be approx. 11.75%. This derived discount rate was found to be
aligned with the expectations of investors investing in similar assets.
Further, to estimate the total value of revenue (from base rentals as the current leases state
that rentals are all inclusive of parking, etc.) from Subject Property, which is the Subject Asset,
appropriate revenues and operational expenses are projected on quarterly basis. Some of
such adjustments on revenue and operational expenses are presented in the following table:
Table 7.2: Adjustments on Revenues and Operational Expenses
Parameters Description / Basis
Parking and Fit-out Income Not considered as confirmed by Client.
Miscellaneous Income Not considered as confirmed by Client
Annual Insurance As indicated by Client, this part of CAM, and is paid directly by the current lessees.
Premium Payable
Annual Property Taxes As indicated by Client, this part of CAM, and is paid directly by the current lessees.
Margin on CAM NIL, as indicated by Client. Client has indicated that CAM is pass through for them
and, consequently, no revenue, expenses, and margin are to be considered from
a CAM perspective
Revenue Escalation Based on escalation as per currently executed lease deeds
Rent Free Period Based on the trend prevalent in the submarket, appropriate rent free periods from
lease commencement date (for future / new leases) are considered
Brokerage Based on prevalent market dynamics, brokerage for future / new leases are
considered.
Transaction Cost on Exit Considered as a percentage of the terminal value after aforesaid adjustments
7.4 CONSTRUCTION TIMELINES
Subject Project, and Subject Property have received full occupancy certificate as confirmed
by Client.
7.5 ABSORPTION/LEASING VELOCITY AND OCCUPANCY PROFILE
Occupancy profile of the Subject Property is as follows:
100% occupied by four tenants, including three managed-office operators – Smartworks
Coworking Spaces Private Limited, EFC Limited (both publicly listed) and Paragraph
Khajanchi Business Centre LLP (one of the top five co-working operators in Ahmedabad in
terms of operational seats) – and Ericsson, Swedish based listed telecommunications MNC.
Lessees as managed office providers and co working space operators have established
managed office facilities at Project Celestia for a diversified base of 10 occupiers, comprising
three Fortune Global 500 companies – [Accenture/Global Consulting company], [Siemens
Healthineers /Global Medical Technology company] & [BASF/Global Chemical company], one
Fortune 500 company – [Kraft Heinz/US-based Multinational FMCG]. Other notable occupiers
KZEN VALTECH PRIVATE LIMITED - 59 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
include Tech Mahindra [Indian IT/ITeS Multinational], AON[US based Leading Professional
Services Firm], Federal Bank [Indian Private sector bank], Moglix [Indian B2B e-commerce
platform], AdvaRisk [Risk Management & Financial analytics solutions provider] and Knowcraft
Analytics [Data Analytics & business intelligence firm].
7.6 KEY ASSUMPTIONS AND INPUTS
The table below presents key assumptions and/or inputs used in the cash flow configuration
used for opining on market value of the Subject Asset.
Table 7.3: Key Assumptions Used while opining on market value of Subject Asset
Parameters Key Assumptions / Inputs Remarks / Basis / Source
Cash Flow Period
As indicated by Client and as required
Valuation Date 30 September 2025
by SEBI
Leases for commercial office space are
typically signed for a 5-year period. To
ensure that all leased spaces revert to
market rent at least once during the
forecast period, we consider a 5+5 = 10
year period for opining on market value
Explicit Rent Forecast Period /
10 years of the Subject Property. Since all
Cash Flow Period
leases within this Subject Property
have the opportunity to revert to market
at least once in the 5+5 year period, we
have considered a 10-year explicit rent
forecast period for this Subject
Property.
Derived basis valuation date and cash
Cash Flow Exit Period 30 September 2035 flow period
Source: Valuer
Asset Details
As per the information provided by the
Total Leasable Area 2,07,838 sq. ft. Client
Source: Client
As per the information provided by the
Leased Area 2,07,838 sq. ft. Client
Source: Client
As per the information provided by the
Vacant Area / Vacancy 0 sq. ft. (0%) Client
Source: Client
Considering to-be-contracted terms and
conditions as indicated in current lease
deeds and yet-to-be-signed lease deed
till end of last lock in period, thereafter
as per market benchmarks for small to
Vacancy Allowance 2% of Base Rent
medium scale Grade A+ Commercial
office spaces as observed by Valuer
during discussions with market sources
and confirmed and represented by JLL.
Source: Valuer and JLL’s market research
KZEN VALTECH PRIVATE LIMITED - 60 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Parameters Key Assumptions / Inputs Remarks / Basis / Source
As per the information provided by the
Area to be Leased 0 sq.ft. Client
Source: Client
As prevalent in the micro-market basis
Valuer’s discussions with market
Rent Free Period for Existing
Nil sources and confirmed and represented
Lease Deeds’ Rollovers
by JLL
Source: Valuer and JLL’s market research
As prevalent in the micro-market basis
Valuer’s discussions with market
Rent Free Period for New
3 months sources and confirmed and represented
Lease Deeds
by JLL
Source: Valuer and JLL’s market research
Revenue Assumptions
Actual rentals as per the Rent As per the information provided by the
Term Lease Deeds’ Rentals Roll including additional charges Client
(if any) Source: Client
As per the information provided by the
Lease Deeds’ Commencement
As per Rent Roll Client
Date
Source: Client
As per the information provided by the
Rent Commencement Date As per Rent Roll Client
Source: Client
Escalation in rentals as per the As per the information provided by the
Rent Escalation Rent Roll for the validity period Client
of the leases Source: Client
Lease transactions in Grade A+
commercial office space in the said
micro market are recorded in the range
of INR 65 – 75 per sq. ft. per month.
Please refer Figure 20 on Page 50 of
this report that presents the table titled
Grade A+ Office Developments in SBD
submarket.
Market / Marginal Rent – Office
Based on the market benchmarking of
for FY26 as of 30 September INR 74.0 per sq. ft. per month
recent leases on aspects such as
2025
location, size of transaction, type of
development etc. the achievable rent for
the Subject Project is derived. Please
refer to Annexure – 8 to this report for
these calculations.
Source: Market information provided by JLL;
rent benchmarking calculations undertaken
by Valuer
Not considered in this opinion on market
Additional Income 0.00% value basis Client’s instruction.
Source: Client
KZEN VALTECH PRIVATE LIMITED - 61 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Parameters Key Assumptions / Inputs Remarks / Basis / Source
Market Rent - Car Parking
As confirmed by Client
Space for FY26 as of 30 Not Applicable
Source: Client
September 2025
Considering the historical growth rate
and the current market dynamics Valuer
has assumed a market rent growth of
Market Rent Growth from FY26 5% per annum 5% per annum for the Subject Property.
This has also been confirmed and
represented by JLL.
Source: JLL
As provided by Client
Term Lease Deeds’ Tenure 5 years + 5 years
Source: Client
Assumed Occupancy upon As indicated in Table 7:1.
98 %
reversion to market Source: Valuer and JLL’s market research
Maintenance Services Expense
Pass thorough as indicated by Client
/ CAM Expense as of 30 NA
Source: Client
September 2025
Maintenance Services Income /
Pass thorough as indicated by Client
CAM Income as of 30 NA
Source: Client
September 2025
Operating Cost Assumptions
As prevalent in the market basis
Valuer’s discussions with market
Brokerage - New Leases 2-month payable on base rent sources and confirmed and
represented by JLL
Source: Valuer and JLL’s market research
As prevalent in the market basis
Valuer’s discussions with market
Brokerage - Renewals /
1 month payable on base rent sources and confirmed and
Release
represented by JLL
Source: Valuer and JLL’s market research
Maintenance Services Cost /
Pass thorough as indicated by Client
CAM Expense for FY26 as of NA
Source: Client
30 September 2025
Property Tax as of 30 Pass thorough as indicated by Client
NA
September 2025 Source: Client
Insurance Premium as of 30 Pass thorough as indicated by Client
NA
September 2025 Source: Client
Cost Escalation (CAM
Pass thorough as indicated by Client
Expenses, Property Tax, and NA
Source: Client
Insurance Premium)
CAM Escalation (Income) from Pass thorough as indicated by Client
NA
FY 26 onwards Source: Client
Other Assumptions
As prevalent in the market basis
Transaction Cost on Sale 1% of Terminal Value Valuer’s discussions with market
sources and confirmed and
KZEN VALTECH PRIVATE LIMITED - 62 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Parameters Key Assumptions / Inputs Remarks / Basis / Source
represented by JLL. This is to be
incurred towards brokerage and
transaction cost.
Source: Valuer and JLL’s market research
As indicated by the Client
Other Operating Expenses Not Applicable
Source: Client
As indicated by Client, no major
refurbishment and/or maintenance is
required for Subject Property basis the
maintenance schedule for Subject
Capital Expenditure for
NA Property. Client has further confirmed
Maintenance
that no additional costs are to be borne
on account of Ahmedabad city being
rezoned as Seismic Zone – IV.
Source: Client
While two loan facilities are currently
active on the Subject Project, one from
Pending Debt, Dues, Arrears,
HDFC Bank and other from Kotak
hypothecation, among other
NIL Mahindra Bank, Client has confirmed
possible cash outflows from
that these will be retired/closed before
Subject Property
listing of Propshare Celestia SMREIT.
Source: Client
Please refer Table 7.1 for explanation
Adopted Discount Factor: and more details on this aspect
Discounting Rate / WACC
11.75% Source: Valuer based on information
available from other sources, and JLL
Capitalized using long-term net Please refer Table 7.1 for explanation
yield rate of 8.00%. and more details on this aspect
Cap Rate for Terminal Value
Capitalized based on the Net Source: Valuer based on information
Cash Flows of the 11th year available from other sources, and JLL
Cash flows have been drawn on
quarterly basis for a period of 10
Value assumptions as practiced in the
years, considering both cash
market basis Valuer’s discussions with
inflows and outflows. Cash flows
Cash Flow Configuration market sources and confirmed and
of terminal year is then
represented by JLL
capitalized and adjusted with
Source: Valuer and JLL’s market research
transaction costs, to estimate the
terminal value.
7.7 CONCLUSION: OPINION ON MARKET VALUE
The Valuer is of the opinion that subject to the overriding stipulations contained within the
body of this report and to there being no onerous restrictions or unusual encumbrances of
which the Valuer has no knowledge, the Market Value of the complete rights and interests in
the Subject Property, which is the Subject Asset, including undivided share of land and
improvements thereon, as explained earlier in this report, on the below mentioned date, is as
follows:
KZEN VALTECH PRIVATE LIMITED - 63 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Table 7.4: Opinion on Market Value of the Subject Asset
Component Leasable Area Opinion on Market Value Percentage
(sq. ft.) (INR Million) Share
Commercial office space - Completed 2,07,838 2,503.46 100%
Note: The above-mentioned value includes proportionate undivided ownership in the garden, utility area, internal roads, and total
open spaces of the entire Subject Project
With all assumptions as mentioned in this report, we are of the opinion that the Market Value
of the Subject Asset, which are all cash flows due to the Client, from Subject Property
comprising total leasable area of 2,07,838 sq.ft. on Floors 2 (R209 to R214), 4 (426 to 430),
10 (C1016 to C1030), 13 (C1301 to C1315), 14 (C1401 to C1414), 15 (Entire Floor), 16
(C1616 to C1630), which is part of Stratum @ Venus Grounds, FP/CS/Plot No: 644/2 (R.S.
No. 182/P, 183/P, 185), Nehru Nagar, Ahmedabad – 380015, Gujarat, INDIA, as on 30th
September 2025 is estimated to be approx. INR2,503,460,000/- (Indian Rupees Two Billion
Five Hundred Three Million Four Hundred Sixty Thousand).
Please refer to Annexure – 6 for calculations basis which opinion on market value of Subject Asset has been formed.
Note: Opinion on market value presented in this report is subject to following facts and Special and Significant
Assumptions, and is based conditionally on LO (please refer Annexure – 7 to this Report), and LOI including Addendum
(please refer Annexure – 1 to this Report for relevant excerpts of the LOI including the Addendum) which LO and Client
have confirmed to be binding on both Client and CO, and will allow Propshare Celestia SMREIT to have 100% rights
and interests in the Subject Asset in future:
a) LO and Client have confirmed that Client and/or Propshare Celestia SMREIT are not the owners of Subject Asset
as on the date of this opinion on market value,
b) LO and Client have represented that LOI including the Addendum has been signed between the CO and Client
which sets out the broad terms and conditions of the transaction/sale of Subject Property and Subject Asset, which
will happen at a future date,
c) LO and Client have further represented that basis this LOI, Client or Propshare Celestia SMREIT, will become the
complete owner of the Subject Property, and will have 100% (one hundred percent) rights, ownership, and
interests in the Subject Property, conditional on signing of subsequent “Transaction Documents”, which in this LOI
have been indicated to be:
i. Sale Deed for conveying ownership of Subject Asset from CO to Client,
ii. Tripartite Deed of Attornment / Deed of Adherence to be signed between CO, Client, and current tenants on
the Subject Asset (if applicable), and
iii. Any other documents, etc.
d) LO and Client have additionally represented that post execution of the aforesaid Transaction Documents,
Propshare Celestia SMREIT / Client will become the sole, undisputed, primary, and exclusive beneficiary of all
cash flows from the Subject Property and Subject Asset.
e) LO and Client have confirmed that no fresh leases will be signed with the existing tenants and that post signing of
the Tripartite Deed of Attornment / Deed of Adherence between CO, Client, and current tenants, all cash flows,
including rentals, CAM, property maintenance expenses, etc. will all flow to the Client / Propshare Celestia
SMREIT and nothing to the CO.
f) LO and Client have also confirmed that the current lease details as provided in LOI and the current lease
agreements, which are currently in force with respect to the Subject Property and Subject Asset, will continue
unchanged after Client / Propshare Celestia SMREIT has become the sole owner of the Subject Asset post
execution of the Transaction Documents.
g) Client has confirmed that that there are currently two loans existing on the Subject Property, one from HDFC Bank
and the other from Kotak Mahindra Bank, which will be retired before Propshare Celestia SMREIT is listed. Client
and LO have further confirmed that there are no other arrears and/or payments due to any entity and/or individual,
anywhere in the world, and neither government authority(ies) nor banks nor financial institutions nor any other
creditor(s) have any charge on the title, ownership, rights, and interests of the reference-cited Subject Property, it
can be freely transacted without any encumbrances and/or restrictions in the open market, and there are no
onerous aspects that may pertain to the legal ownership of Client / Propshare Celestia SMREIT in future with
respect to the reference-cited Subject Property that may hinder and/or obstruct its free and unrestricted sale in the
open market.
Readers of the report are hereby advised that the aforementioned opinion on market value of the Subject Asset is
contingent and based on LO and LOI, which the Valuer has considered upon Client’s confirmation, with respect to Client’s
/ Propshare Celestia SMREIT’s future ownership, rights, and interests in the Subject Property, among other aspects
stated in the LO and LOI, such as persistence of existing leases and lease covenants. In the event that the LO and LOI
KZEN VALTECH PRIVATE LIMITED - 64 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
with respect to ownership, rights, and interests, liens, encumbrances, debt, and persistence of existing leases and lease
covenants among other aspects related to and in the Subject Property along with Client’s representation(s) on LOI, is
not valid and/or defective as on the date of this opinion on market value and Client / Propshare Celestia SMREIT will
have no or limited ownership, rights, and/or interests in the Subject Property as on date of this opinion on market value,
then this opinion on market value of Subject Asset will be rendered invalid, voided, and will stand cancelled, and is not
to be considered for any purposes, including those as indicated in this report.
Readers of this report are also advised that these Special and Significant Assumptions indicated in this report are not
exhaustive in nature and are to be read in conjunction with and context of this entire report. Opinion on market value of
Subject Asset presented in this report is subject to the all Special and Significant Assumptions along with other caveats,
disclaimers, disclosures, among other commentary, presented in various parts of this Report.
Table 7.5 Ready Reckoner Rates applicable to Subject Property on 30 September 2025
Component Ready Reckoner Rate (INR per sq m.)
Commercial Office (Built-Up Area) 50,250
Note: The mentioned guideline value is as per 30th September 2025. please refer Annexure – 5 for more details on this aspect.
KZEN VALTECH PRIVATE LIMITED (IBBI/RV-E/05/2022/164), the Valuer for the Subject
Asset, hereby declares that:
▪ We are fully competent to undertake the valuation;
▪ We are independent and have prepared the report on a fair and unbiased basis; and
▪ We have valued the Subject Asset based on the valuation standards as specified under
sub-regulation 10 of regulation 21 of Securities and Exchange Board of India (Real Estate
Investment Trusts) Regulations, 2014, as amended from time to time.
-----------------------------------------------------------------
Name: Sachin Gulaty FRICS FIV FIIA,
Designation: Director
Valuer Registration No.: IBBI/RV/02/2021/14284
Address: 5th Floor, India Accelerator, The Iconic Corenthum, Sector 62, NOIDA – 201309.
Uttar Pradesh. INDIA.
E-Mail ID: sachin.gulaty@k-zen.in
7.8 SENSITIVITY ANALYSES
Following table presents sensitivity analyses run by RV-E considering variance in key
assumptions:
Sensitivity Analyses INR Million
-1.00% 0.00% +1.00%
Rental Growth Rate
2,417.7 2,593.8
-0.25% +0.25%
Terminal Capitalization Rate
2,541.9 2,503.46 2,467.3
-0.25% +0.25%
WACC
2,543.6 2,464.2
KZEN VALTECH PRIVATE LIMITED - 65 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 01: E L
NNEXURE XTRACT OF ETTER OF
I
NTENT
Presented below is screenshot of an extract of the Letter of Intent (“LoI”) signed between
Client and CO of the Subject Property:
Source: Client, December 2025
KZEN VALTECH PRIVATE LIMITED - 66 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Source: Client, December 2025
KZEN VALTECH PRIVATE LIMITED - 67 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
Scanned Copy of Extract of Addendum to LoI dated 05 January 2026
KZEN VALTECH PRIVATE LIMITED - 68 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 02: C S L P S
NNEXURE OPY OF ANCTIONED AYOUT LAN OF THE UBJECT
P
ROJECT
Source:
Client,
December
2025.
KZEN VALTECH PRIVATE LIMITED - 69 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 02A: L P
NNEXURE AYOUT LAN OF THE
S P S P :
UBJECT ROJECT AND UBJECT ROPERTY
2 F
ND LOOR
Source: Base Map is based on Brochure of Subject Project provided by Client, December 2025. RV-E has not received any indication
whether any part of common areas is dedicated for the Subject Property, owing to which RV-E has broadly highlighted (in muted yellow)
only the tenant units that has been confirmed by Client to be part of Subject Property on this floor. RV-E has merely presented this profile
for broad indication purposes only, and these outlines and/or maps are neither to scale nor purport to indicate exact areas and/or locations
of the tenant areas. RV-E bears no responsibility and no liability whatsoever for accuracy of these drawings and/or outlines. Readers of
this report are advised to contact the Client for more detailed and accurate information on these aspects.
KZEN VALTECH PRIVATE LIMITED - 70 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 02B: L P
NNEXURE AYOUT LAN OF THE
S P S P :
UBJECT ROJECT AND UBJECT ROPERTY
4 F
TH LOOR
Source: Base Map is based on Brochure of Subject Project provided by Client, December 2025. RV-E has not received any indication
whether any part of common areas is dedicated for the Subject Property, owing to which RV-E has broadly highlighted (in muted yellow)
only the tenant units that has been confirmed by Client to be part of Subject Property on this floor. RV-E has merely presented this profile
for broad indication purposes only, and these outlines and/or maps are neither to scale nor purport to indicate exact areas and/or locations
of the tenant areas. RV-E bears no responsibility and no liability whatsoever for accuracy of these drawings and/or outlines. Readers of
this report are advised to contact the Client for more detailed and accurate information on these aspects.
KZEN VALTECH PRIVATE LIMITED - 71 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 02C: L P
NNEXURE AYOUT LAN OF THE
S P S P :
UBJECT ROJECT AND UBJECT ROPERTY
10 F
TH LOOR
Source: Base Map is based on Brochure of Subject Project provided by Client, December 2025. RV-E has not received any indication
whether any part of common areas is dedicated for the Subject Property, owing to which RV-E has broadly highlighted (in muted yellow)
only the tenant units that has been confirmed by Client to be part of Subject Property on this floor. RV-E has merely presented this profile
for broad indication purposes only, and these outlines and/or maps are neither to scale nor purport to indicate exact areas and/or locations
of the tenant areas. RV-E bears no responsibility and no liability whatsoever for accuracy of these drawings and/or outlines. Readers of
this report are advised to contact the Client for more detailed and accurate information on these aspects.
KZEN VALTECH PRIVATE LIMITED - 72 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 02D: L P
NNEXURE AYOUT LAN OF THE
S P S P :
UBJECT ROJECT AND UBJECT ROPERTY
13 F
TH LOOR
Source: Base Map is based on Brochure of Subject Project provided by Client, December 2025. RV-E has not received any indication
whether any part of common areas is dedicated for the Subject Property, owing to which RV-E has broadly highlighted (in muted yellow)
only the tenant units that has been confirmed by Client to be part of Subject Property on this floor. RV-E has merely presented this profile
for broad indication purposes only, and these outlines and/or maps are neither to scale nor purport to indicate exact areas and/or locations
of the tenant areas. RV-E bears no responsibility and no liability whatsoever for accuracy of these drawings and/or outlines. Readers of
this report are advised to contact the Client for more detailed and accurate information on these aspects.
KZEN VA LTECH PRIVATE LIMITED - 73 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 02E: L P
NNEXURE AYOUT LAN OF THE
S P S P :
UBJECT ROJECT AND UBJECT ROPERTY
14 F
TH LOOR
Source: Base Map is based on Brochure of Subject Project provided by Client, December 2025. RV-E has not received any indication
whether any part of common areas is dedicated for the Subject Property, owing to which RV-E has broadly highlighted (in muted yellow)
only the tenant units that has been confirmed by Client to be part of Subject Property on this floor. RV-E has merely presented this profile
for broad indication purposes only, and these outlines and/or maps are neither to scale nor purport to indicate exact areas and/or locations
of the tenant areas. RV-E bears no responsibility and no liability whatsoever for accuracy of these drawings and/or outlines. Readers of
this report are advised to contact the Client for more detailed and accurate information on these aspects.
KZEN VA LTECH PRIVATE LIMITED - 74 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 02F: L P
NNEXURE AYOUT LAN OF THE
S P S P :
UBJECT ROJECT AND UBJECT ROPERTY
15 F
TH LOOR
Source: Base Map is based on Brochure of Subject Project provided by Client, December 2025. RV-E has not received any indication
whether any part of common areas is dedicated for the Subject Property, owing to which RV-E has broadly highlighted (in muted yellow)
only the tenant units that has been confirmed by Client to be part of Subject Property on this floor. RV-E has merely presented this profile
for broad indication purposes only, and these outlines and/or maps are neither to scale nor purport to indicate exact areas and/or locations
of the tenant areas. RV-E bears no responsibility and no liability whatsoever for accuracy of these drawings and/or outlines. Readers of
this report are advised to contact the Client for more detailed and accurate information on these aspects.
KZEN VA LTECH PRIVATE LIMITED - 75 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 02G: L P
NNEXURE AYOUT LAN OF THE
S P S P :
UBJECT ROJECT AND UBJECT ROPERTY
16 F
TH LOOR
Source: Base Map is based on Brochure of Subject Project provided by Client, December 2025. RV-E has not received any indication
whether any part of common areas is dedicated for the Subject Property, owing to which RV-E has broadly highlighted (in muted yellow)
only the tenant units that has been confirmed by Client to be part of Subject Property on this floor. RV-E has merely presented this profile
for broad indication purposes only, and these outlines and/or maps are neither to scale nor purport to indicate exact areas and/or locations
of the tenant areas. RV-E bears no responsibility and no liability whatsoever for accuracy of these drawings and/or outlines. Readers of
this report are advised to contact the Client for more detailed and accurate information on these aspects.
KZEN VA LTECH PRIVATE LIMITED - 76 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 03: S K A S
NNEXURE TATEMENT OF EY SSETS FOR THE UBJECT
P
ROPERTY
Sl. No. Service Equipment Specifications Make / Supplier Count
1 DG Sets 1000 KVA – Common Area Cummins 4
2 Transformer 1000 KVA – Common Area VOLTAMP 3
3 AHU01 –32TR & 14825 CFM,
4 AHU AHU02 –11.19TR & 5680 CFM & Citizen Industries 3
5 AHU03 –10.25TR & 5140 CFM
6 VRF VRF01 & VRF02 Mitsubishi Electric 2
7 Passenger (1700 kg) 2
8 Passenger (1972 kg) 6
9 Lifts Passenger (680 kg) Toshiba Johnson 2
10 Lift (1224 kg) 2
11 Service (1632 kg) 2
Source: Client, as of December 2025
KZEN VALTECH PRIVATE LIMITED - 77 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 04: A NOC :
NNEXURE PPROVALS AND S
S P S P
UBJECT ROJECT AND UBJECT ROPERTY
Following table presents the list of approvals received for the Subject Project and Subject Property,
which have been summarized from documents and information provided Client to Valuer for
reporting purposes only:
S. Date of
Particulars Approval Authority Reference No. Valid upto
No. Approval
A Pre-construction
1 RERA Certificate Gujarat Real Estate PR/GJ/AHMEDA 11-04-2017 30/09/2023
Regulatory Authority BAD/AHMEDABA
(RERA) D
CITY/AUDA/CAA
02224/A1C/0411
20
2 NOC from AΑΙ Airport Authority AHMElWEST/B/0 26-07-2016 25-07-2021
of India 71616/153896
3 Environmental Clearance State Level SEIAA/GUJ/EC/8 19-12-2017 Validity not
Environment Impact (a)/286/2017 mentioned.
Assessment
Authority Gujarat
4 NA Order City Deputy Collector NA/U2/Case no. 23-01-2013 Valid up to
Office 12/Kalam no. Completion
65A/Vasna/2012-
13
5 Ashant Dhara City Mamlatdar 864/2021/RG/69/ 26-08-2021 Valid up to
Sabarmati Office 21 Completion
6 Zoning Certificate Ahmedabad RZ201405202/84 02-02-2015 Valid up to
Municipal 85 Completion
Corporation
B Post-construction
Ahmedabad
Valid for
1 Building Use Permission Municipal 61/83 01-02-2022
Occupation.
Corporation
Subject to
Ahmedabad Fire & FSCA/O/CFOAM
2 Final Fire NOC Certificate 13-09-2024 periodical
Emergency Services C/2022/00018671
Renewal
Subjects to
3 STP Report GICEA Report 055/WWR/24-25 02//10/2024 periodical
Renewal
Approval for Electrical Office of Asstt. Elect.
Valid for
4 Installation & Department, 369/2021-22 19-01-2022
Operation
Power Sanction Ahmedabad
Chief Inspector of GJ/CZ/7/2897/20
5 License to use LIFT 22-09-2021 21-09-2026
Lifts & Escalators 21
It may be noted here that Client has not indicated any risk to the Subject Project and Subject
Property from the perspective of area deviations and approvals. Valuer has relied on Client’s
confirmation on this aspect while opining on market value of the Subject Asset assuming these to
be correct, authentic, and reliable, and Valuer takes no responsibility and/or liability for any changes
in opinion on market value of Subject Asset that may emerge in the event any aspect confirmed by
Client is found to be incorrect and/or unreliable.
KZEN VALTECH PRIVATE LIMITED - 78 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 05: R R R
NNEXURE EADY ECKONER ATE
A S P
PPLICABLE FOR THE UBJECT ROPERTY
Guideline Value as on 30th September 2025
Note:
Source: Revenue Department
KZEN VALTECH PRIVATE LIMITED - 79 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 06: D C F P
NNEXURE ISCOUNTED ASH LOW ROFILE
01/OCT/2024 01/OCT/2025 01/OCT/2026 01/OCT/2027 01/OCT/2028 01/OCT/2029 01/OCT/2030 01/OCT/2031 01/OCT/2032 01/OCT/2033 01/OCT/2034 01/OCT/2035
30/Sep/2025 30/Sep/2026 30/Sep/2027 30/Sep/2028 30/Sep/2029 30/Sep/2030 30/Sep/2031 30/Sep/2032 30/Sep/2033 30/Sep/2034 30/Sep/2035 30/Sep/2036
CASHFLOW Unit Total Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11
NET OPERATING INCOME
Base Rental
Office 2,361.48 196.54 205.62 212.98 225.23 234.90 241.20 246.59 256.94 262.90 278.57 292.73
Total Base Rental 2,361.48 196.54 205.62 212.98 225.23 234.90 241.20 246.59 256.94 262.90 278.57 292.73
Less: Concessions
Free Rent
Office ₹ Mn (63.07) (0.01) - - - - (11.65) (20.78) (10.32) (18.38) (1.92) -
Vacancy Allowance ₹ Mn
Total Concessions ₹ Mn (63.07) (0.01) - - - - (11.65) (20.78) (10.32) (18.38) (1.92) -
Facility Rentals ₹ Mn 2,298.41 196.53 205.62 212.98 225.23 234.90 229.55 225.81 246.62 244.52 276.65 292.73
Revenue from Operations ₹ Mn 2,298.41 196.53 205.62 212.98 225.23 234.90 229.55 225.81 246.62 244.52 276.65 292.73
Net Operating Income ₹ Mn 2,298.41 196.53 205.62 212.98 225.23 234.90 229.55 225.81 246.62 244.52 276.65 292.73
Brokerage Fee ₹ Mn (42.14) - - - - - (10.47) (11.13) (11.44) (7.82) (1.28) -
EBITDA ₹ Mn 2,256.26 196.53 205.62 212.98 225.23 234.90 219.08 214.68 235.18 236.70 275.38 292.73
Exit Value
Sale Price ₹ Mn 3,659.15 - - - - - - - - - 3,659.15 -
Less: Transaction Cost ₹ Mn (36.59) - - - - - - - - - (36.59) -
Exit Value ₹ Mn 3,622.56 - - - - - - - - - 3,622.56 -
Net Cashflow
EBITDA ₹ Mn 2,246.46 196.53 205.62 212.98 225.23 234.90 219.08 214.68 235.18 236.70 275.38 292.73
Exit Value ₹ Mn 3,622.56 - - - - - - - - - 3,622.56 -
Net Cashflow ₹ Mn 5,878.82 196.53 205.62 212.98 225.23 234.90 219.08 214.68 235.18 236.70 3,897.93 -
WACC / Discount Rate % 11.75%
Net Present Value / Opinion on Market Value ₹ Mn 2,503.46
All figures in INR Million
Note: We have arrived at the valuation using the quarterly cash flows and reproduced the above-mentioned annual cashflow for representation purposes.
Annexure Table 1 Calculation of Terminal Cash Flow from NOI using Capitalization Rate
SL. PARTICULARS FIGURE UNIT
1 Revenue from Operations during 11th Year 292.73 ₹ mn
2 Direct Operating Expenses during 11th Year - ₹ mn
3 Net Operating Income (NOI) 292.73 ₹ mn
4 Cap Rate / Reversion Yield 8.0% %
5 Capitalized Value 3,659.15 ₹ mn
6 Deduct: Transaction Cost (36.59) ₹ mn
Terminal Value 3,622.56 ₹ mn
KZEN VALTECH PRIVATE LIMITED - 80 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 07: L O C
NNEXURE EGAL PINION ISSUED BY YRIL
A M
MARCHAND ANGALDAS
KZEN VALTECH PRIVATE LIMITED - 81 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
KZEN VALTECH PRIVATE LIMITED - 82 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
KZEN VALTECH PRIVATE LIMITED - 83 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
KZEN VALTECH PRIVATE LIMITED - 84 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
KZEN VALTECH PRIVATE LIMITED - 85 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
KZEN VALTECH PRIVATE LIMITED - 86 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 08: R B
NNEXURE ENT ENCHMARKING
ATTRIBUTE RANKING SUBJECT PROPERTY TRANSACTED D/P TRANSACTED D/P
INSTANCE 1 INSTANCE 2
Keshavbaug Addor Aspire 2
Capital
Location Stratum@Venus Keshavbaug 0.0% University Rd, Near 5.0%
Grounds, FP/CS/Plot Capital, Near, Jhanvi Hotel,
No: 644/2 (R.S. No. Shivranjani Cross opposite Old
182/P, 183/P, 185), Rd, next to Itc Passport Office,
Nehru Nagar, Narmada, I I M, University Area,
Ahmedabad – 380015, Vastrapur, Ahmedabad, Gujarat
Gujarat, INDIA Ahmedabad, 380015
Gujarat 380015
Leasable Area (Sqft) 36,000 0.0% 4,755 -2.5%
Approach road Accessible through Accessible through 0.0% Accessible thorugh 5.0%
service road to Judges Bunglow University Road
Surendra Mangaldas Road
Road
Type of Space Furnished Furnished 0.0% Bareshell 5.0%
bareshell/warm shell
Grade A+ Grade A Grade 5.0% A Grade 5.0%
Current Status Operational & Leased Possession May 5.0% Operational 0.0%
2026
Difference in quoted/actual Transacted 0.0% Transacted 0.0%
transaction
Time of transaction Q3 2025 0.0% Q4 2025 0.0%
Total Premiums / Discounts 10.0% 17.5%
Lease rental on leasable 67 63
area (INR psqft pm)
Achievable lease rental on 74 74
leasable area for subject
property
(INR psft pm)
Weightage 50% 50%
Achievable lease rental 74.0
on leasable area for
subject property (INR
psft pm)
KZEN VALTECH PRIVATE LIMITED - 87 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 09: C R C
NNEXURE APITALIZATION ATE ALCULATIONS
CAPITALIZATION RATES
CAPITAL SALES QUOTED INSTANCES PREVALENT AVERAGE MONTHLY RENTS
Sr. ESTIMATED Distance From
Building Name Developer Micromarket Office/Retail Quoted Sale Average Remark
No. SBU Transaction SBU Transaction QUOTED CAP RATE Stratum
Floor Price Floor Monthly Rent
[sq.ft.] Date [sq.ft.] Date
[INR/sqft] [INR/sqfm]
1 Addor Aspire 2 Addor Group Gulbai Tekra Office 2 4,755 10,000 Quote 2 4,755 63 Q4 2025 7.56% 1.80 km Pre Leased
2 Keshavbagh Capital Aaryan Vastrapur Office NA 36,000 12,000 Quote 6 36,000 65 Q2 2025 6.50% 1.50 km Under Construction
Date of Opinion on Market
Value
SUBJECT PROPERTY STRATUM @ VENUS GROUNDS, NEHRU NAGAR, AHMEDABAD - 380015, GUJARAT, INDIA
CAPITALIZATION RATE ESTIMATION 30-Sep-25
Source: Research by JLL (India) - Capital Markets Team
Addor Aspire 2 Keshavbagh Capital
Quoted Comparable Instance 1 Quoted Comparable Instance 2
S. No. Attribute Subject Property Attribute
[QC1] [QC2]
Comparable Instance Attribute Premium (+) / Discounts (-) Comparable Instance Attribute Premium (+) / Discounts (-)
1 Address Nehru Nagar, Ahmedabad University Area / Gulbai Tekra, Ahmedabad 0.00% Vastrapur, Ahmedabad 0.00%
2 Total Leasable Area (sq.ft.) 2,07,838 4,755 -35.00% 36,000 -15.00%
3 Quality of Building Grade A+ Grade B+ / Grade A 10.00% Grade B+ / Grade A 10.00%
Two Access Roads:
Two Access Roads:
Main Access : Surendra Mangaldas Road
Main Access : 132 feet Ring Road
[Right of Way: ~55.0 meters] 120 feet Ring Road / University Road
4 Accessibility 20.00% [Right of Way: ~40.0 meters] -10.00%
Side Access : Road connecting to Service Road of [Right of Way: ~36.6 meters]
Side Access : Judges Bungalow Road / Nyay Marg
Surendra Mangaldas Road
[Right of Way: ~28.0 meters]
[Right of Way: ~16.0 meters]
Considerably better than Subject Property (~160
5 Frontage on Main Access Road Excellent Frontage (~75 metres) Relatively poorer than Subject Property (~30 m) 10.00% -15.00%
metres)
5 Rental including Property tax and CAM No Yes -10.00% No 0.00%
6 Warm Shell / Bare Shell Warmshell Bare Shell 10.00% Warm Shell 0.00%
Fully developed, operational, and partially
7 Development Status Fully developed, operational, and fully occupied 0.00% Under Construction 15.00%
occupied
8 Type of Instance NA Quoted -10.00% Quoted -10.00%
9 Time of Quotation Q4 2025 0.00% Q2 2025 0.00%
Total Adjustments -5.00% -25.00%
Estimated Average Rental [INR psfm] 63 65
Quoted Capital Rate [INR psft] 10,000 12,000
Estimated Capitalization Rate (%) 7.56% 6.50%
Estimated captiaization rate adjusted for Subject Property (%) 7.94% 8.13%
Instance weight 50% 50%
Weight-adjusted capitalization rate estimates for Subject Property (%) 8.03%
Opinion on estimated capitalization rate for Subject Property (%) 8.03%
Opinion on estimated capitalization rate for Subject Property (%)
8.00%
[Rounded off]
KZEN VALTECH PRIVATE LIMITED - 88 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 10: M L
NNEXURE ATERIAL ITIGATIONS
This excerpt has been extracted from Draft of Title and Litigation Disclosures dated 29
December 2025 prepared by Cyril Amarchand Mangaldas as shared by the Client with the Valuer.
Readers of this section and report are advised to connect with the Client for more information and
details on this aspect.
Material litigation and regulatory action pending against the Project Celestia:
1. Civil Suit No. 1242 of 2015
The Girirajsinh Natvarsinh Parmar (“Plaintiff”) has filed Civil Suit No. 1242 of 2015 (“Suit”) before the City Civil Court,
Ahmedabad (“Civil Court”) against Jayendrakumar Nathalal alias Nathabhai Patel and others (“Respondent”). The
Plaintiff under the Suit has claimed permanent injunction, cancellation of sale deeds executed in favour of the Soviet
Park Co-Operative Housing Society Limited (“Society”) and has also claimed partition of 1/4th share of lands bearing
survey No. 183, 182 and 185 (“Lands”) that originally belonged to Jayendrakumar Nathalal alias Nathabhai Patel
(“Erstwhile Landowner”). The Plaintiff has filed the present Suit under virtue of specific performance and enforcement
of a notarised agreement to sell dated January 15, 1994 (“Agreement”) executed by Erstwhile Landowner through his
constituted power of attorney Prakashbhai Ramchandra Brahmbhatt (“Attorney”) in favour of the Plaintiff.
The Society has filed application under order 7 rule 11 (“Application”) before the Civil Court for dismissal of Suit on
grounds of limitation and non-payment of appropriate court fees. The Civil Court vide its order dated July 12, 2017
(“Order”) rejected the Application of the Society and directed the plaintiff to pay deficit court fees within a span of 15
days.
In reference to the aforesaid Order dated July 12, 2017 passed by the Civil Court rejecting the Application of the Society
under order 7 rule 11, the Society has instituted Civil Revision Application No. 483 of 2017 before the High Court of
Gujarat (“High Court”), wherein the High Court has passed interim order in favour of the Society granting stay until final
hearing of the present Suit. The deficit court fees have not been paid by the Plaintiff till date and the proceedings of the
Suit are stayed vide order dated December 12, 2017 passed by High Court in Civil Revision Application No. 483 of
2017. The proceedings of the Suit are presently pending before the Civil Court for plaintiff evidence.
2. Civil Revision Application No. 483 of 2017
The Soviet Park Co-Operative Housing Society Limited (“Society”) has filed Civil Revision Application No. 483 of 2017
(“CRA”) against Girirajsinh Natvarsinh Parmar (“Respondent”) before the Hon’ble High Court of Gujarat (“High Court”)
being aggrieved by the Order dated July 12, 2017 (“Order”) passed by Civil Court, Ahmedabad, rejecting the application
of the Society filed for dismissal of civil suit on grounds of limitation and non-payment of appropriate court fees. The
High Court vide its order dated December 12, 2017, has passed interim order in favour of the Society granting stay until
final hearing in the Civil Suit No. 1242/2015. The proceedings of CRA are presently pending before the High Court.
3. Special Civil Application No. 7151 of 2023
The Saiyed Mukhtarhussain Khilafathussain Bukhari (“Complainant”) has filed Special Civil Application No. 7151 of
2023 (“SCA”) against Venus Infrastructure and Developers Private Limited (“Respondent”) before the Hon’ble High
Court of Gujarat (“High Court”) against the order passed by the Gujarat Real Estate Regulatory Authority (“RERA
Authority”) dated October 9, 2022 (“Order”) dismissing the offline complaint (bearing No.
CMP/Offline/Ahmedabad/220517/000144) and online complaint (bearing No.
CMP/A/Offline/Ahmedabad/140720022/00081) filed by the Complainant claiming his rights and interest under the
Evacuee Interest (Separation) Act. 1951 (“Evacuee Act”), to the lands bearing Survey No. 182, 183 and 185 on which
commercial building known as “Stratum @ Venus Grounds” (“Building”) comprising of shops and office (“Project”) is
constructed and developed by the Respondent. The RERA Authority has granted registration of the Project under the
provisions of Real Estate (Regulation and Development) Act, 2016 (“RERA Act”). The SCA is filed before the High
Court in absence of a constituted tribunal to refer appeals against the orders passed by the RERA Authority. The High
Court has issued notice in the SCA. The proceedings of SCA are presently pending before the High Court.
KZEN VALTECH PRIVATE LIMITED - 89 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
A – 11: C , L ,
NNEXURE AVEATS IMITATIONS AND
D
ISCLAIMERS
1. External Consultant: The Valuation Report (hereafter referred to as the ‘Report’) covers specific markets and
situations that are highlighted in the Report based on independent market report prepared by JLL and does not entail
any comprehensive analysis of the market and the industry given the nature of the scope of the assignment.
2. Select limitations: The opinions expressed in the Report are subject to the limitations expressed below.
a) The valuation method adopted is based on the Valuer’s expertise and knowledge considering the forecasts on
demand, supply and pricing as undertaken by JLL as part of an independent market/ industry research and
considered to be relevant and reasonable at that point of time. The Report and the opinions therein do not
constitute any recommendation to PropShare Investment Manager Private Limited and/or the Client and/or
Manager and/or its affiliates and/or subsidiaries and/or its customers and/or any other party to adopt a particular
course of action. The use of the Report at a later date may invalidate the assumptions and bases on which this
opinion has been expressed and is not recommended as an input to any financial decision.
b) It should be noted that the valuation is based upon the facts and evidence available, and assumptions made at
the time of conduct of the valuation and applicable on the date of valuation. It is therefore recommended that
these valuations be periodically reviewed.
c) Changes in socio-economic and political conditions could result in a substantially different situation than those
presented herein. The Valuer assumes no responsibility for changes in such external conditions.
d) The Valuer has considered the independent market report prepared by JLL and macro understanding of the
market through readily available information in public domain. Hence, no direct link is sought to be established
between the macro-level understandings on the market with the assumptions estimated for the analysis herein.
e) The services provided is limited to valuation of the Subject Asset primarily comprising developed and operational
built space and any part thereof along with undivided share in land and does not constitute any audit, survey, due
diligence, tax related services etc. Accordingly, no opinion has been expressed on the financial information of the
business of any party, including the Client and its affiliates and subsidiaries. The Report is prepared solely for the
purpose stated and should not be used for any other purpose.
f) While the information included in the Report is accurate and reliable to the best of the knowledge of the Valuer,
no representations or warranties, expressed or implied, as to the completeness of such information is being made.
The Valuer shall not undertake any obligation to update or supplement any information contained in the Report
save as provided for in the LOE.
g) Apart from the sources already mentioned in the report, the Valuer has relied on readily available public
information for the purpose of preparing this report.
3. Current Matters: The Report reflects matters as they currently exist. Any changes thereon may materially affect the
information contained in the Report.
4. Context to Assumptions: All assumptions made in order to determine the valuation of the Subject Asset are based
on information or opinions as current. In the course of analyses, Valuer has relied on information or opinions, both
written and verbal, as obtained from the Client as well as from third parties provided with, including limited information
on the market, financial and operating data, which has been accepted as accurate in bona-fide belief. No responsibility
is assumed for technical or specialized information furnished by the third-party organizations, and this is believed bona-
fide to be reliable.
5. Tenant(s) ability to pay rent: Review of tenants’ ability and willingness to continually pay lease rents as per their
respective contractual terms is not within the scope of work of Valuer. Valuer has assumed that (all) tenant(s) will be
able to pay their rents on time as and when demanded as per their contractual terms and that no arrears exist with
respect to any tenancy.
6. Limitation of Valuer’s Liability: The Valuer’s total aggregate liability to the Client including that of any third-party
claims, in contract, tort including negligence or breach of statutory duty, misrepresentation, restitution or otherwise,
arising in connection with the performance or contemplated performance of the services is limited to an aggregate sum
as agreed in the LOE. The Valuer shall not be liable for any pure economic loss, loss of profit, loss of business, depletion
of goodwill, in each case whether direct or indirect or consequential or any claims for consequential loss compensation
whatsoever which, arise out of or in connection with services provided under this engagement.
7. Confidentiality: The Client including its agents, affiliates and employees, must not use, reproduce or divulge to any
third party any information it receives from the Valuer for any purpose except set out herein.
8. Jurisdiction: This Report is governed by and construed in accordance with Indian laws and any dispute arising out of
or in connection with the engagement, including the interpretation thereof, shall be submitted to the exclusive jurisdiction
of courts in New Delhi.
KZEN VALTECH PRIVATE LIMITED - 90 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
9. Restriction on use of Valuation Report: This document has been prepared for the purposes stated herein and should
not be relied upon for any other purpose. Client is the only authorized user of this report and is restricted for the purpose
indicated in the LOE. This restriction does not preclude the Client from providing a copy of the report to third-party
advisors whose review would be consistent with the intended use. Valuer does not take any responsibility for the
unauthorized use of this report.
10. Responsibility of Valuer: Valuer owes responsibility to only to the Client that has appointed it under the terms of the
LOE. Valuer will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions
or advice given by any other person. In no event shall Valuer be liable for any loss, damages, cost or expenses arising
in any way from fraudulent acts, misrepresentations or wilful default on part of the Client, their directors, employees or
agents.
11. Accuracy of Information: While Valuer’s work has involved an analysis of information, Valuers engagement under the
LOE does not include an audit in accordance with generally accepted auditing standards of the Clients existing business
records. Accordingly, Valuer expresses no audit opinion or any other form of assurance on this information.
12. Achievability of forecast results: Valuer does not provide assurance on the achievability of the results forecast by
the Client as events and circumstances do not occur as expected; differences between actual and expected results
may be material. Valuer expresses no opinion as to how closely the actual results will correspond to those
projected/forecast as the achievement of the forecast results is dependent on actions, plans and assumptions of Client’s
management.
13. Post Valuation Date Events: The user to which this opinion on market value is addressed should read the basis upon
which this opinion on market value of Subject Asset has been formed and be aware of the potential for later variations
in value due to factors that are unforeseen at the valuation date. Due to possible changes in market forces and
circumstances, this valuation report can only be regarded as relevant as at the valuation date.
14. Range of Value Estimate: Valuation of companies and assets is made based on the available facts and circumstances
and the conclusions arrived at in many cases will be subjective and dependent on the exercise of individual judgment.
Although every scientific method has been employed in systematically arriving at the value, there is no indisputable
single value and the estimate of the value is normally expressed as falling within a likely range. To comply with Client’s
request, Valuer has provided a single value for the overall opinion on market value of Subject Asset. Whilst, Valuer
considers the opinion on market value of Subject Asset to be both reasonable and defensible based on the information
available, others may place a different value.
15. No Responsibility to the Actual Price of the Subject Asset if sold or transferred/ exchanged: The actual market
price achieved may be higher or lower than Valuer’s estimate of market value depending upon the circumstances of
the transaction (for example the competitive bidding environment), the nature of the business (for example the
purchaser’s perception of potential synergies). The knowledge, negotiating ability and motivation of the buyers and
sellers and the applicability of a discount or premium for control will also affect actual market price achieved.
Accordingly, Valuer’s conclusion will not necessarily be the price at which actual transaction will take place.
16. Reliance on the representations of the owners/clients, their management and other third parties: The Client and
its management/representatives warranted to Valuer that the information they supplied was complete, accurate and
true and correct to the best of their knowledge. Valuer has relied upon the representations of the Client, their
management and other third parties concerning the data and maintenance schedule of all plant- machinery-equipment-
tools-vehicles, real estate investments and any other investments in tangible assets except as specifically stated to the
contrary in the report. Valuer shall not be liable for any loss, damages, cost or expenses arising from fraudulent acts,
misrepresentations, or wilful default on part of the Client, their directors, employee or agents.
17. No procedure performed to corroborate information taken from reliable external sources: Valuer has relied on
data from external sources also to conclude the opinion on market value of Subject Asset. These sources are believed
to be reliable and therefore, Valuer assumes no liability for the truth or accuracy of any data, opinions or estimates
furnished by others that have been used in this analysis. Where Valuer has relied on data, opinions or estimates from
external sources, reasonable care has been taken to ensure that such data has been correctly extracted from those
sources and/or reproduced in its proper form and context.
18. Compliance with relevant laws: The report assumes that the Subject Property complies fully with relevant laws and
regulations applicable in its area of operations and usage unless otherwise stated, and that the Subject Property will
be managed in a competent and responsible manner. Further, unless stated to the contrary, this report has given no
consideration to matters of a legal nature, including issues of legal title and compliance with local laws, and litigations
and other contingent liabilities that are not recorded/reflected in the balance sheet/fixed assets register, which has not
been provided to the Valuer.
19. Multiple factors affecting the Valuation Report: This opinion on market value report is tempered by the exercise of
judicious discretion by the Valuer, taking into account the relevant factors. There will always be several factors, e.g.
management capability, present and prospective competition, yield on comparable income-generating commercial
KZEN VALTECH PRIVATE LIMITED - 91 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
properties, market sentiment, among other aspects, which may not be apparent from the documents shared by Client
but could strongly influence the value.
20. Future services including but not limited to Testimony or attendance in courts/ tribunals/ authorities for the
opinion on market value in the Valuation Report: Valuer is fully aware that based on the opinion on market value
expressed in this report, Valuer may be required to give testimony or attend court / judicial proceedings with regard to
the Subject Asset, although it is out of scope of the assignment, unless specific arrangements to do so have been made
in advance, or as otherwise required by law. In such event, the party seeking Valuer’s evidence in the proceedings shall
bear the cost/professional fee of attending court / judicial proceedings and Valuer tendering evidence before such
authority shall be under the applicable laws.
21. Title deeds of properties: Valuer has not verified the title deeds of the Subject Property with the records of Registrar’s
office as this is beyond the agreed scope of services stated in the LOE. Valuer assumes no responsibility for all legal
matters including, but not limited to, legal or title concerns. No investigation of the title of the Subject Property has been
made and Client’s claims to 100% (one hundred percent) rights and interests in the Subject Property are assumed to
be valid unless anything contrary is mentioned in this report. Subject Property and interests therein, namely Subject
Asset, have been valued free and clear of any liens or encumbrances unless stated otherwise. No hidden or apparent
conditions regarding the Subject Property and/or its ownership are assumed to exist. No opinion of title is rendered by
this report and a good title is assumed.
22. Legal and other issues: This opinion on market value is primarily from a real estate perspective and has not considered
various legal and other corporate structures beyond the limited information made available. The scope of work has
been limited both in terms of the areas of the business and operations which have been reviewed. There may be
matters, other than those noted in this report, which might be relevant in the context of the transaction and which a
wider scope might uncover.
23. Sketch plans and photographs: Valuer has endeavoured to visually identify the Subject Property land boundaries
and dimensions. However, Valuer is not a surveyor. So, where there is a doubt about the precise position of the Subject
Property, it is recommended that a Licensed Surveyor be contacted.
24. Latent defects affecting the Value: Physical condition in most instances has been determined by observation of
Valuer. Any unknown conditions existing at the time of inspection could alter the value. No responsibility is assumed
for latent defects of any nature whatsoever, which may affect value, or for any expertise required to disclose such
conditions.
25. Valuer’s observations are not a warranty: Valuer has examined the Subject Property described herein exclusively
for the purposes of identification and description of the Subject Property. Valuer’s observations and reporting of the
subject improvements are for the valuation process and purposes only and should not be considered as a warranty of
any component of the Subject Property. This valuation assumes, unless otherwise specifically stated, that the Subject
Property is structurally sound, and all components are in working condition.
26. Hazardous conditions/material: In the absence of a statement to the contrary, Valuer has assumed that no hazardous
conditions or materials exist which could affect the Subject Property or any business operations on it. Valuer is not
qualified to establish the absence of such conditions or materials, nor does the Valuer assume the responsibility for
discovering the same. This opinion on market value takes no such liabilities into account, except as they have been
reported to the Valuer by the Client and/or by an environmental consultant of the Client, and then only to the extent that
the liability was reported to Valuer in an actual or estimated amount. To the extent such information has been reported
to Valuer, Valuer has relied on it without verification and offers no warranty or representation as to its accuracy or
completeness.
27. Accuracy of architectural plans: Where a sketched plan is attached to this report, it does not purport to represent
accurate architectural plans. Sketch plans and photographs are provided as general illustrations only.
28. Validity of permits and licenses: Unless otherwise stated as part of the LOE, Valuer has not made a specific
compliance survey or analysis of the various permits and licenses under central, state and local laws / regulations
applicable to the operation and use of the Subject Property, and this opinion on market value does not consider the
effect, if any, of non-compliance.
29. Continuation of subject business: Valuer has assumed that the business continues normally without any disruptions
due to statutory or other external/internal occurrences.
30. Independent Third Party: Valuer has acted as an independent third party and, as such, shall not be considered an
advocate for any concerned party for any dispute. This opinion on market value has been carried out independently.
Valuer has no present or planned future interest in PropShare Investment Manager Private Limited or any of its group
companies and the fee for this report is not contingent upon outcome of any transaction. Valuer’s opinion on market
value of Subject Asset should not be construed as investment advice; specifically, Valuer does not express any opinion
on the suitability or otherwise of entering into any transaction with PropShare Investment Manager Private Limited.
31. Valuation assumptions made by Valuer: Valuer has made certain assumptions in relation to facts, conditions or
situations affecting the subject of, or approach to, this exercise that has not been verified as part of the LOE rather,
KZEN VALTECH PRIVATE LIMITED - 92 -Valuation Report | Stratum @ Venus Grounds, Ahmedabad
treated as “a supposition taken to be true”. If any of these assumptions prove to be incorrect then Valuer’s opinion on
market value of Subject Asset will need to be reviewed.
32. Site Survey: Valuers are generally not qualified as surveyors. Valuers are often expected to state that the
improvements on a property are located within the boundaries of the site. Generally, valuers are not qualified to make
that certification, unless also qualified and registered as a Surveyor. Valuer is not a qualified and/or registered as a
Surveyor. Valuer has not been provided any land survey report, and Valuer’s opinion on market value of Subject Asset
is made on the basis that there are no encroachments by or upon the Subject Property and this should be confirmed
by a current survey report and/or advice from a Registered Surveyor. If any encroachments are noted subsequently by
the survey report, Valuer should be consulted to reassess any effect on the opinion on market value stated in this report.
33. Town Planning/Resource Management: Town planning information was verbally obtained from offices of the Town
Planning Department, however, Valuer recommends that this zoning or planning area should be verified by application
to appropriate authority for the issue of a zoning certificate.
34. Environmental / Contamination Issues: Valuer’s enquiries at the town planning department indicate that the Subject
Property has not previously been utilized for any industrial or manufacturing use or for the storage (either above ground
or underground) of any chemical substance. Valuer’s verbal enquiries indicate that the town planning department is
unaware of the existence of any site contamination. Further, limited visual survey of Subject Property did not reveal the
use of asbestos products in the building. We must point out that we are not experts in this area and therefore, in the
absence of an environmental consultant’s report concerning the presence of any asbestos fibre within the Subject
Property, this opinion on market value of Subject Asset is formed on the assumption that there is no health risk from
asbestos within the Subject Property. Should it subsequently transpire that an expert report establishes that there is an
asbestos related health risk, Valuer reserves the right to review this opinion on market value. The cost of removing any
contamination(s) and/or environmental hazard(s) have not been incorporated in the report. An environmental
consultant’s report concerning such costs may be separately obtained. This Opinion on market value of Subject
Property is formed on the assumption that there are no such costs involved in the Subject Property. Limited visual
survey and inspection of the Subject Property did not reveal any apparent pest infestation. This should, however, be
confirmed by a certified pest control firm. Whilst Valuer’s inspection of the Subject Property surface confirms the results
of these enquiries, Valuer has not investigated the site beneath the surface or undertaken vegetation or soil sampling.
This opinion on market value of Subject Asset is, therefore, subject to a satisfactory contaminated site assessment
report from environmental consultants. Valuer’s right is reserved to review and, if necessary, vary, the opinion on market
value figure for the Subject Property if any contamination(s) and/or other environmental hazard(s) is(are) found to exist
35. Extent of Investigations in respect of structural integrity: An inspection of all readily accessible parts of the Subject
Property has been carried out by Valuer. Valuer did not have access to a qualified engineer’s structural survey of the
Subject Property, or its plant and equipment, nor has Valuer inspected unexposed or inaccessible portions of the
premises. Valuer is not a building construction and/or structural expert and is, therefore, unable to certify the structural
soundness of the Subject Property. Users of the report would need to make their own enquiries in this regard.
36. Tenancy Details: This opinion on market value of Subject Asset is subject to satisfactory conclusion of lease
negotiations and is based on the assumption that the current lease agreements outlined earlier in this report are all
executed, signed and stamped. These stamped Lease Agreements should be referred to the Valuer to confirm that the
particulars of the Lease Agreements concur with those set out in this report.
37. Transaction structure: Sale of Subject Property is assumed to be on an all-cheque basis. Financial arrangements
would affect the price at which the Subject Property may sell for if placed on the market.
38. Value varies with the purpose and date: This report is not to be referred if the purpose is different other than
mentioned. This report is meant for the purpose mentioned earlier and should not be used for any purpose other than
the purpose mentioned therein.
39. Restrictions on Use: This report should not be copied or reproduced without obtaining Valuer’s prior written approval
for any purpose other than the purpose for which it is prepared.
40. Actual realizable value: that is likely to be fetched upon sale of the Subject Property under consideration shall entirely
depend on the demand and supply of the same in the market at the time of sale.
41. Reliance on information: In the course of opining on market value of Subject Property, valuer was provided with both
written and verbal information. Valuer has, however, evaluated the information provided to them by the Client through
broad inquiry, analysis and review but have not carried out a due diligence or audit of the information provided for the
purpose under this LOE. Valuer’s conclusions are based on the assumptions, forecasts and other information given
by/on behalf of the Client.
42. Independence: Vauer is independent of the Client and has no current and/or expected interest in the Client or its
assets. Fee paid for Valuer’s services is in no way influenced by the results of Valuer’s analysis.
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A – 12: M D
NNEXURE ANDATORY ISCLOSURES AS
R 21(3)
PER EGULATION
Page Number in
Particulars - General
Valuation Report
Overall structure and condition of the relevant market 33 - 53
Analysis of the supply demand situation, Market trend and investment activities 39 - 53
Any information or report pertaining to the specific sector or sub-sector that may be relevant for
45 - 53
valuation of the assets
Declaration by the valuer that Valuer is competent to undertake the Valuation 65
The valuer is independent and has prepared the report on fair and unbiased manner 65
The valuer has valued the properties based on the valuation standards as specified under sub-
65
regulation 10 of Regulation 21
Material Details for Valuation 22 - 32
Description of the valuation methodologies adopted 15 - 16
Explanation of the valuation methodologies adopted 16
Assumptions used 55 - 63
Market Rent 61
Growth Rate 62
WACC 63
Capitalization Rate 63
Justification of the Market Rent used. 55
Justification of the Growth Rate (Rent Escalation) used. 55
Justification of the capitalization rate used. 56, 88
Justification of WACC rate used 57 - 59
Explanation of the rationale for choosing the particular valuation method if more than one
16
method is or could have been adopted, etc.
Particulars - Property Specific
Stratum @ Venus Grounds, Ahmedabad, Gujarat
Address of the property 2
Ownership and Title Details including whether the transaction is a related party transaction 18, 19
Location of the property, formal site identification, physical features, site services, town planning
22 - 26
etc.
Latest pictures of the Property 26 - 29
Nature of the interest the REIT holds or proposes to hold in the property, percentage of interest
18 - 19
of the REIT in the property, remainder of the term in case of Lease Hold Property
Extent of valuer's investigations and nature and source of data to be relied upon 17
Date of Valuation 1
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Page Number in
Particulars - General
Valuation Report
Purchase Price of the Property by the REIT 19
Valuation of the Property in the previous 3 years; 19
Detailed valuation of the Property as calculated by the valuer 80
List of one-time sanctions/approvals which are obtained or pending; along with List of up to
78
date/overdue periodic clearances
Statement of assets 77
Revenue pendencies including local authority taxes associated with REIT assets and
30
compounding charges
On-going material litigations including tax disputes in relation to the assets 89
Vulnerability to natural or induced hazards that may not have been covered in town planning/
29 - 30
building control.
Information regarding the assumed factors while calculating the valuation such as discounting
55 - 63
rate, tenure etc.
Completed and revenue generating
Existing use of the Property 3
Brief Description of Property including age of the building, the site area, developable area,
24 - 25
leasable area, completed area, occupied area etc.
Occupancy Rate 25
Particulars - Project Specific
Whether the transaction is a related party transaction 19
Qualifications and assumptions 12 - 14
The options or rights of pre-emption and other encumbrances concerning or affecting the
30
property
Method used for valuation 15 - 16
Valuation standards adopted 15
Date of inspection 25 - 26
L atest Ready Reckoner rate (as published by state government) 79
Estimates of already carried as well as proposed major repairs and improvements along with
63
estimated time of completion
Any other matters which may affect the Property or its value 3 - 4, 14, 90 - 93
KZEN VALTECH PRIVATE LIMITED - 95 -ANNEXURE 3
TECHNICAL REPORT
(This page has been left intentionally blank)VENUS STRATUM
AHMEDABAD, GJ, IN.
TDD Report for PropShare Celestia.
05th January 2026VENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
CONTENTS
01
EXECUTIVE SUMMARY
02
PROJECT BRIEF & SCOPE OF WORK
03
ARCHITECTURE
04
MEP SERVICES
05
OBSERVATIONS
06
REGULATORY & STATUTORY APPROVALS
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
EXECUTIVE SUMMARY
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
EXECUTIVE SUMMARY
Location: Satellite Road, Nehru Nagar,
Ambawadi, Ahmedabad, Gujarat 380015
Configuration: 5 Parking Floors + 3 Retail
Floors + 1 Service Floor + 12 Typical Office
Floors + 1 Floor for Cafeteria Purpose +
Terrace
i.e. 5 Basements + 17 Typical Floors +
Terrace.
Asset Class: Commercial Office
Building with Retail at Ground, 1st & 2nd
Floors & 12 Floors of Office Floors.
Status: Construction completed, Building
Usage Permission Received, In Possession.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
PROJECT BRIEF &
SCOPE OF WORKVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
PROJECT BRIEF & SCOPE OF WORK
M/s. PropShare Investment Manager Private Limited (PIMPL) has appointed Colliers International India to
undertake a detailed Technical Evaluation and Due Diligence of Venus Stratum Multi Story Commercial
Building at Satellite Road, Nehru Nagar, Ambawadi, Ahmedabad, Gujarat 380015 for the purpose of Partial
acquisition. Colliers team visited the site on 10th December, 2025 for the detailed inspection of various
technical issues.
Based on the data furnished by the Client and visual inspection of the Building & Services, a detailed
evaluation/analysis has been done and key observations are recorded in this report.
Project Brief
› The asset being referred here is 5B + G + 2 Retail + 14 Storied Building referred as Venus Stratum,
Ambawadi, Ahmedabad being reviewed for acquisition for 2,07,838 sq ft area. [ Floors – 2nd (part), 4th (part),
10th (part), 13th (part), 14th (part), 15th, and 16th (part) ]
› This particular floors are leased out to various MNC and blue-chip tenants.
Scope of Work:
Broad scope of work for Technical Due Diligence is to review and verify the following critical aspects of the
tenanted floor:
• Review of the Carpet Area/ Sale Area/ Efficiency.
• Review the Soundness of Structure and check for any visual anomalies.
• Review the Carpet Area Efficiency and Issue appropriate certificate.
• Review of National Building Code (NBC) and Fire Exit compliance.
• Review of quality of construction, structural soundness and any other issues
• Review of Tech specification provided in the marketing material v/s provided on site.
• Review of Infrastructure and Utilities of the Base Building including Chillers, DGs and Base Building MEP
Services Provided to Tenant on this particular floor by the Developer.
• Review of Parking efficiency & Ratio
• Review of Statutory and Regulatory Approval documents. Comment on the correctness, adequacy and
applicability of Statutory/ Regulatory Approval. Flag such issues that require further consideration on
variations in Statutory/ Regulatory Documents
• Review of Guarantees and warranties & AMC
• Review of Property Management Contract
• Any other issues which may hamper the usage, ability to rent the building, deviation or violation of any
statutory norms.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
EXECUTIVE SUMMARYVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
EXECUTIVE SUMMARY
Floors being Considered
› The asset being referred here is 5B + G + 2 Retail + 14 Storied Building referred as Venus Stratum,
Ambawadi, Ahmedabad being reviewed for acquisition for 2,07,838 sq ft area.
› The Floors which are being acquired are namely 2nd (part), 4th (part), 10th (part), 13th (part), 14th (part), 15th,
and 16th (part).
› Parking is distributed across 5 Parking Floors from Basement 1 to Basement 5 along with surface carpark at
Ground Floor Level.
› The building has Access for Retail from 61m wide road & Office Access from Right Side 12m Road and
generous well landscaped spaces around.
› Leasable Area Table is shown below:
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
EXECUTIVE SUMMARY
AREA ANALYSIS – SALE AREA
Sale Area
• Measured Carpet Area efficiency is slightly Lower than declared Carpet Area wide Deed of Declaration (Title
Document). The carpet Area efficiency is acceptable considering Industry Standards.
• Carpet Area is calculated based on the Auto Cad Floor Plan and not based on the As-Built Plans.
• The Method of Measurement of Carpet Areas include all Floor Areas including Toilets, Pantry, and all internal Rooms
but excludes Lobbies, Staircases & Peripheral Columns.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
REGULATORY &
STATUTORY APPROVALSVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
REGULATORY & STATUTORY CLEARENCES - Pre Construction
Pre- Construction NOC List
Approval Date of
SlNo. Particulars Reference No Valid upto Remarks
authority Approval
AHME/WEST/B/071 Building Height as per AAI
1 NOC from AAI AAI 26-07-2016 25-07-2021
616/153896 permissible limits
Ahmedabad
Municipal Zoning Plan for R.S. No 182/P & F.P.
2 Zoning Plan P20150202/10306 03-02-2015 -
Corporation No 644/2 of T.P.S. No 21.
(AMC)
NA/U-2/Case No
Office of The Land Conversion order from
N. A. Order 12/Section-
3 Deputy 23-1-2013 Agricultural Land usage to Non-
Non Agricultural Order 65A/Vasana/2012-
Collector Agricultural usage.
13
Ahmedabad
Building Plan
Municipal DOCUMENTS NOT REQUIRED
4 Sanction/Approval Drawings &
Corporation AS OC IS RECEIVED
Documents
(AMC)
Ahmedabad Fire
Fire NOC / Approval with & Emergency DOCUMENTS NOT REQUIRED
5
Drawings Services (AFES)- AS FINAL FIRE NOC IS RECEIVED
FSO-S Office
GRERA
PR/GJ/AHMEDABAD RERA Registration extended on
Gujarat Real
/AHMEDABAD Date: 04-11-2020, Reg no:
6 RERA Estate 11-04-2017 30-09-2023
CITY/AUDA/CAA022 PR/GJ/AHMEDABAD/AHMEDABAD
Regulatory
24/A1C/041120 CITY/AUDA/CAA02224/020418
Authority
State Level
Environmental
EIA/Environmental Clearance Impact SEIAA/GUJ/EC/8(a)/
7 05-06-2020 05-06-2027
from MoEF Assessment 457/2020
Authority,
Gujarat.
Approval to the drawing for the
electrical installation of 1 x OFFICE OF THE No/EI/Ahm/Plan/57
8 1000.0 KVA 11/0.433 KV ELECTRICAL 039/2021 15/11/2021 --
Transformer(s) along with INSPECTOR
associated equipments
Review of Pre-Construction NOC :
• As the OC is Received for the Premises, all Approvals / Renewals documents should be considered.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
REGULATORY & STATUTORY CLEARENCES Post Construction
Post - Construction NOC & Approval List
Date of
SlNo. Particulars Approval authority Reference No Valid upto Remarks
Approval
Ahmedabad Municipal BU/WZ/271021/064 Valid for
1 Final Occupancy Certificate 01-02-2022 Acceptable
Corporation (AMC) 4 Building Usage.
subject to
Ahmedabad Fire & periodical
FSCA/O/CFOAMC/20 Final Fire NOC for Occupancy
2 Final Fire NOC Certificate Emergency Services 13-09-2024 Renewal
22/00018671/R1 Received.
(AFES)- FSO-S Office Valid upto
13/09/2026
Power Sanction & Installation
Approval for Electrical H.R. Plan No-77
Central Electricity Valid for approval from State Ele
3 Installation of Multi Storied H.R. File No. 369 / 28-Jan-2022
Authority Operation Authority is noted. Sanctioned
building above 15m Height 2021-22
Load 250 KW
Structure Stability Structure Consultant
4 20-Oct-2021 -
Certificate Nikunj D. Shah
Initial inspection for the
electrical installation of 1 x
1000.0 KVA 11/0.433 KV
No/EI/Ahm/Certi/592
27/12/2021 Transformer(s) & 1 x 630.00
91/2021
AMP 12.0 KV HT Breaker(s)
OFFICE OF THE
Electrical Inspector - Initial along with associated
5 ELECTRICAL
Inspection Report equipments
INSPECTOR
Initial inspection for the
electrical installation of 1 x
No/EI/Ahm/Certi/696
31/5/2022 750.0 KVA Standby generating
96/2022
Set(s) along with associated
equipments
GJ/CZ/7/2897/2021
GJ/CZ/7/2898/2021
GJ/CZ/7/2896/2021
GJ/CZ/7/2886/2021
GJ/CZ/7/2895/2021
Chief Inspector of GJ/CZ/7/2894/2021
Lifts & Escalators GJ/CZ/7/2893/2021
6 Lift Inspectorate License 22-Sept-2021 21-Sept-2026 Acceptable
Central Zone GJ/CZ/7/2892/2021
Gandhinagar GJ/CZ/7/2891/2021
GJ/CZ/7/2890/2021
GJ/CZ/7/2889/2021
GJ/CZ/7/2888/2021
GJ/CZ/7/2887/2021
GJ/CZ/7/2885/2021
Yearly report for STP is
7 STP Test Reports GICEA Test Report 055 / WWR / 24-25 02-Oct-2024 -
suggested
Drainage Connection NOC Amdavad Municipal 20220331-4000462-
8 28-Mar-2022 Acceptable
Approval Corporation 009-0026
Six Monthly Air Quality Internal Report is
9 Acceptable
Report Shared
IGBC Platinum Certificate IGBC Green for New Building
10 IGBC Reg No NBT 16 0959 25-Sept-2023 25-Sept-2026
for New Building ( Tenant Occupied Building )
Review of Post Construction Approval & NOC
• All Post Construction Approvals & NOC are in place and no critical Items missing
• All periodical renewals in place
• Ground Water is Being used for general water requirements.
• Flushing Water generated from STP is being used for flushing purpose.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
NEHRUNAGAR
CIRCLE
Enlarged Location Plan
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
Extract from Approved DP Plan showing Venus Stratum
Location of Venus Stratum, Surendra Mangaldas Road, Ahmedabad, GJ, IN.
Note : Extract from Overall Masterplan to illustrate the building location.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
2nd Floor Plan
Measured Carpet Area: 18,326 sqft
Carpet area
Leasable Carpet Area: 35,780 sqft
Service stair, Service area & corridor
Efficiency: 51.22 %
Toilets
Lift Lobby
Plumbing Shaft
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
4th Floor Plan
Measured Carpet Area: 3,019 sqft
Carpet area
Leasable Carpet Area: 5,571 sqft
Service stair, Service area & corridor
Efficiency: 54.21 %
Toilets
Lift Lobby
Plumbing Shaft
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
10th Floor Plan
Measured Carpet Area: 14,139 sqft
Carpet area
Leasable Carpet Area: 26,028 sqft
Service stair, Service area & corridor
Efficiency: 54.32 %
Toilets
Lift Lobby
Plumbing Shaft
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
13th Floor Plan
Measured Carpet Area: 15,563 sqft
Carpet area
Leasable Carpet Area: 28,584 sqft
Service stair, Service area & corridor
Efficiency: 54.45 %
Toilets
Lift Lobby
Plumbing Shaft
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
14th Floor Plan
Measured Carpet Area: 15,563 sqft
Carpet area
Leasable Carpet Area: 27,527 sqft
Service stair, Service area & corridor
Efficiency: 56.54 %
Toilets
Lift Lobby
Plumbing Shaft
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
15th Floor Plan
Measured Carpet Area: 30,155 sqft
Carpet area
Leasable Carpet Area: 55,431 sqft
Service stair, Service area & corridor
Efficiency: 54.40 %
Toilets
Lift Lobby
Plumbing Shaft
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
16th Floor Plan
Measured Carpet Area: 15,739 sqft
Carpet area
Leasable Carpet Area: 28,917 sqft
Service stair, Service area & corridor
Efficiency: 54.43 %
Toilets
Lift Lobby
Plumbing Shaft
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
Facade
•Façade system is Double Glazed façade ( DGU ) along with reflective Glass along with ACP system.
• Spiderman System is being used for cleaning the façade.
•Adequate daylight is achieved.
•Textured painted wall area of the façade in places requires a paint touchup to due high weathering effect.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
Facade
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
Parking Summary
The Parking allocation for Floors in Consideration is represented below.
It is noted that the Parking as per Deed of Declaration (DoD ) is to be considered as Parking available at Site.
200 Carparks are allotted to various tenants as Listed below at 2nd , 4th , 10th , 13th , 14th , 15th , 16th Floor covering
leasable Area 2,07,837 sft at a ratio of 1039 of Leasable Area / 1 Carpark as per Site as well DoD/Allotment.
PARKING ALLOTMENT AS PER DEED OF DECLARATION
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
PARAGRAPH – 2ND FLOOR PARKING ALLOTMENT LAYOUT PLAN
4TH BASEMENT LEVEL
TOTAL CAR PARKS PROVIDED: 33 CARS
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
ERICSON – 4TH FLOOR PARKING ALLOTMENT LAYOUT PLAN
3RD BASEMENT LEVEL
TOTAL CAR PARKS PROVIDED: 5 CARS
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
PARAGRAPH – 10TH FLOOR PARKING ALLOTMENT LAYOUT PLAN
5TH BASEMENT LEVEL
TOTAL CAR PARKS PROVIDED: 28 CARS
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
SMARTWORKS – 13TH FLOOR PARKING ALLOTMENT LAYOUT PLAN
5TH BASEMENT LEVEL
TOTAL CAR PARKS PROVIDED: 28 CARS
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
SMARTWORKS – 14TH FLOOR PARKING ALLOTMENT LAYOUT PLAN
5TH BASEMENT LEVEL
TOTAL CAR PARKS PROVIDED: 28 CARS
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
EFC – 15TH FLOOR PARKING ALLOTMENT LAYOUT PLAN
5TH BASEMENT LEVEL
TOTAL CAR PARKS PROVIDED: 50 CARS
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
PARAGRAPH – 16TH FLOOR PARKING ALLOTMENT LAYOUT PLAN
5TH BASEMENT LEVEL
TOTAL CAR PARKS PROVIDED: 24 CARS
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
PARAGRAPH – 16TH FLOOR PARKING ALLOTMENT LAYOUT PLAN
2ND BASEMENT LEVEL
TOTAL CAR PARKS PROVIDED: 4 CARS
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
Area Details
Carpet Area Analysis :
1) Carpet Area Efficiency appears to be at an average of 54.22% which is acceptable considering industry standards.
2) Carpet Areas are basis annexures from Deed of Declaration and cross checking with the approval plans.
3) The Built-Up Area (BUA) in approval Drawings are the only area considered under FAR.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ARCHITECTURE
Carpet Area Diagram
2ND Floor Level 4TH Floor Level
13TH Floor Level 15TH Floor Level
• This diagram shows the Area considered for the Carpet area as per the industry practice for 2nd , 4th , 13th
and 15th Floor Level.
• Balconies, Stairs, Lobbies, Peripheral Columns and Cutouts are excluded.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
MEP SERVICES
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
MEP SERVICES
• The building has 5 Levels Basements for Parking, Ground, 1st & 2nd floors as Retail, 3rd Floor for MEP, 4th to 10th -
12th to 16th Floors as Office Floors, 11th Floor as Cafeteria & Terrace Floor.
• As observed in the physical inspection, the Electrical infrastructure is designed as per National Building Code/
Chief Electrical Inspector to Government (CIEG) Approval.
• Ring Main Unit (RMU) & HT Metering is placed at entrance as per local requirement.
• Transformer Configurations:
• Common Area – 1 Dry type transformers is located at the periphery of the building on natural
ground in proximity to Low Tension (LT) Room.
• Office Area - 6 Oil type Transformers are provided for the office Area
• DGs are well placed at the periphery with proper chimney and Flue Extract System.
Major MEP Equipment details for entire building facility are captured in the table below:
# Service Equipment Specifications Make/Supplier Count
1 DG Sets 1000 KVA – Common Area Cummins 4
2 Transformer 1000 KVA – Common Area VOLTAMP 3
AHU01 –32TR & 14825 CFM,
3 AHU AHU02 –11.19TR & 5680 CFM &
AHU03 –10.25TR & 5140 CFM Citizen Industries 3
4 VRF VRF01 & VRF02 Mitsubishi Electric 2
Passenger (1700 kg) Toshiba Johnson 2
Passenger (1972 kg) Toshiba Johnson 6
5 Lifts Passenger (680 kg) Toshiba Johnson 2
Lift (1224 kg) Toshiba Johnson 2
Service (1632 kg) Toshiba Johnson 2
• Power to the individual floor panel is fed through rising main Bus duct located at well distributed Location .
• Main Electrical room located at ground level with electricity board panel, DG sync, Panel and Utility panel in
proximity to Transformer.
• DG sets are with box acoustic enclosure and installed at rear side of the building in setback area.
• 3 number of Air Handling Units (AHUs) in for Common Area, Tenants to arrange for HVAC Requirements by
themselves, Location to Place units at 11th & Terrace level is available.
• 100% Power Backup for Common Areas. / Tenant DG is provided by the owners.
• All Fire Pumps are provided at Basement Levels along the Parking Area accessible through the stairs, Lifts &
ramps.
• STP is 140 KLD STP - Conventional Moving Bed Biofilm Reactor (MBBR) type located at the Basement.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
OBSERVATIONS - MEP SYSTEM IN GENERAL
• Energy conservation methods can be deployed to enhance the power saving. Solar Panels are
implemented to support the common area and landscape lighting .
• HVAC equipment within tenant space is supplied and maintained by Tenants.
• The Office is designed with an Open Office layout with high partitions for senior management , HR
Department etc. There are separate rooms for discussion and meetings.
• Combination of Gypsum & Grid ceiling is provided in Common Areas Like – lobbies, Corridors etc.
• Service areas are provided with tile flooring.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
OBSERVATIONSVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
OBSERVATIONS - FAÇADE & BUILDING
S. OBSERVATION IMAGE REFERENCE
NO.
1
• Double Glazed Façade ( DGU )
along with ACP.
• Glass, ACP & steel is used for
entrance canopy etc.
• Façade is in Good Condition.
2.
• ACP used as a cladding material
which enhances the facade
3.
• Main Lobby is not Large but
Sufficient and Welcoming.
• Double height Atrium Area with
Glass Facade along the reception is
adding to overall entry experience.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
OBSERVATIONS - FAÇADE & BUILDING
S. OBSERVATION IMAGE REFERENCE
NO.
4
Common seating space for the users
between East & West wings is
covered with atrium above.
5
Typical Floor Lobby is naturally lit &
Ventilated
6
Internal service Lift lobby, is provided
with Mix of Gypsum & Grid Ceiling.
Granite is Majorly used for Wall
Claddings.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
OBSERVATIONS - PARKING, STAIRS & SERVICE LOBBIES
S. OBSERVATION IMAGE REFERENCE
NO.
1
Stair Areas are well Maintained and
acceptable.
2.
Parking area at the basement level is
Provided with Sufficient height &
ventilated enough at the time of Visit.
3.
Electric vehicle charging point are
provided at Ground Floor Level only.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
OBSERVATIONS - MEP AREAS
S. OBSERVATION IMAGE REFERENCE
NO.
1
Road around the periphery of the
building is well maintained with
sufficient Fire Tender path
2.
Transformers are present at Setback
Areas.
Some of these are managed &
Maintained by Torrent Power.
3.
LT Panel Areas adjusted to
Transformer appears to be
maintained well.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
OBSERVATIONS - MEP AREAS
S. OBSERVATION IMAGE REFERENCE
NO.
4
DGs Placed in Acoustic Box Set up against
the Western periphery of the Building.
5
Basement Area Houses the Fire Pump
Set Up and Domestic Water Filtration
Unit . The area is spacious and well
laid out.
140 KLD STP is Placed in the basement
and the Setup is well maintained &
Ventilated.
6.
Sufficient Space is available at Terrace &
11th Floor Level for to Place HVAC Outdoor
Units.
COL L IE RS IN TE RN ATION AL l PRIVATE & CON FIDE N TIALVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
ASIA PACIFIC FOOTPRINT
94
Offices
16
Countries
620
M
Revenue
4,506 ASIA PACIFIC
Australia
Employees Mainland China
Hong Kong
India
23,140
Indonesia
Japan
Lease/sale transactions
Kazakhstan
Myanmar
New Zealand
909
Pakistan
M
Philippines
Square feet managed
Singapore
South Korea
27.5 Taiwan
USD M Thailand
Total transaction value VietnamVENUS STRATUM, AHMEDABAD l Technical Due Diligence Report
COLLIERS IN NUMBERS
About Colliers International
438
Colliers International is a leading provider of global real estate services, defined
by our spirit of enterprise. Through a culture of service excellence, and a shared
Offices sense of initiative, we integrate the resources of real estate specialists worldwide
to accelerate the success of our partners. As our customer, you are working
together with Colliers employees who are not only proven experts in their
respective field but are also passionate about their profession. Your success
68 forms the basis for all of our actions.
This principle is reflected at all levels of our company – from the Colliers
University, our in-house training and continuing professional development
Countries
platform, to our approach to customer care, featuring integrated services across
all sectors, right the way through to our culture of social responsibility.
The shared values that unite us create a partnership-based environment which
3.3 shapes the whole of Colliers and is unrivaled in the real estate industry.
B
Our Services
Revenue
The know-how and expertise of our real estate experts provide the foundation
for all of our services Our employees can draw on their extensive knowledge and
are highly competent in their field. You can build on our years of direct
experience in local markets – we know the regions and sectors inside out.
17,313
Whether you are a locally, nationally or globally operating company, we offer
creative solutions for your real estate decisions.
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Colliers International offers real estate users, owners, investors and project
developers an extensive range of services at the local, national and international
level. In addition to these areas, we offer specialized consulting services for
specific sectors, for example for lawyers, the health sector and the IT industry.
69,279
Lease/sale transactions
2
B
Square feet managed
127
> USD B
Total transaction value