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KEY INFORMATION OF THE SCHEME (KIS)KEY INFORMATION OF THE SCHEME
Dated: July 11, 2025
Book Built Issue
(Please scan this QR Code to view this Key Information of the Scheme)
PROPSHARE TITANIA
PropShare Titania has been set up on February 21, 2025 as the second scheme of Property Share Investment Trust registered 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 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 by way of PropShare Titania is issuing up to [●] Titania Units (as defined herein) for cash at a price of ₹ [●] per Titania Unit
aggregating up to ₹ 4,730 million (the “Issue”).
INITIAL PUBLIC OFFER OF PROPSHARE TITANIA 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 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” from page 176 to 193. 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” from page 176 to 193.
GENERAL RISKS
Investments in Titania 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 Property Share Investment Trust and the Issue. Prospective Investors are advised to
read “Risk Factors” from page 41 to 54 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 Titania Units being issued pursuant to the 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 Titania 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 Property Share Investment Trust or of the Titania
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 Titania Units by the Property Share Investment Trust by way of PropShare Titania, there has been no formal market for the Titania Units of
the Property Share Investment Trust. No assurance can be given regarding the active or sustained trading in Titania Units or regarding the price at which the Titania
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 Property Share Investment 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 Titania Units are proposed to be listed on BSE Limited (the “Stock Exchange”). The PropShare Titania (acting through the Property Share Investment Trust) has received
in-principle approval from the Stock Exchange for listing of our Titania Units pursuant to letter dated May 20, 2025. BSE Limited is the Designated Stock Exchange for the
Issue.
LEAD MANAGER REGISTRAR TO THE ISSUE
Kotak Mahindra Capital Company Limited KFin Technologies Limited
1st Floor, 27 BKC, Plot No. 27 G Block Selenium Tower-B, Plot 31 & 32
Bandra Kurla Complex Bandra (East) Gachibowli, Financial District
Mumbai 400 051, Maharashtra, India Nanakramguda, Serilingampally,
Tel: +91 22 4336 0000 Hyderabad – 500 032, Telangana, India
E-mail: propsharetitania.ipo@kotak.com Tel: +91 40 6716 2222
Investor grievance e-mail: kmccredressal@kotak.com E-mail: propshare.ipo@kfintech.com
Website: https://investmentbank.kotak.com Investor grievance e-mail: einward.ris@kfintech.com
Contact Person: Ganesh Rane Website: www.kfintech.com
SEBI Registration No.: INM000008704 Contact Person: M Murali Krishna
SEBI Registration No.: INR000000221
BID/ISSUE PROGRAM
BID/ ISSUE OPENS ON: MONDAY, JULY 21, 2025 BID/ ISSUE CLOSES ON: FRIDAY, JULY 25, 2025*
* 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.TABLE OF CONTENTS
SUMMARY OF PROPSHARE TITANIA .............................................................................................................................. 1
GENERAL ................................................................................................................................................................................. 7
NOTICE TO INVESTORS ....................................................................................................................................................... 7
DEFINITIONS AND ABBREVIATIONS ............................................................................................................................. 10
PRESENTATION OF FINANCIAL DATA AND OTHER INFORMATION .................................................................. 17
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 21
OUR BUSINESS AND PROPERTY ...................................................................................................................................... 23
GENERAL INFORMATION ................................................................................................................................................. 37
RISK FACTORS ..................................................................................................................................................................... 41
OVERVIEW OF THE PROPSHARE TITANIA ................................................................................................................. 55
PARTIES INVOLVED IN PROPSHARE TITANIA ........................................................................................................... 57
FORMATION TRANSACTION IN RELATION TO THE PROPSHARE TITANIA..................................................... 61
INDUSTRY OVERVIEW ....................................................................................................................................................... 63
DISTRIBUTIONS .................................................................................................................................................................. 121
SUMMARY FINANCIAL INFORMATION OF THE INVESTMENT MANAGER .................................................... 124
SUMMARY FINANCIAL INFORMATION OF PROPSHARE TITANIA .................................................................... 126
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ....................................................................................................................................................................... 128
FINANCIAL INDEBTEDNESS ........................................................................................................................................... 147
MANAGEMENT FRAMEWORK ....................................................................................................................................... 150
USE OF PROCEEDS ............................................................................................................................................................ 153
LEGAL AND OTHER INFORMATION ............................................................................................................................ 161
REGULATIONS AND POLICIES ...................................................................................................................................... 164
REGULATORY APPROVALS ........................................................................................................................................... 168
TAXATION ............................................................................................................................................................................ 169
THE ISSUE ............................................................................................................................................................................ 170
ISSUE STRUCTURE ............................................................................................................................................................ 173
INFORMATION CONCERNING THE UNITS................................................................................................................. 175
ISSUE INFORMATION ....................................................................................................................................................... 176
BASIS FOR ISSUE PRICE .................................................................................................................................................. 194
RIGHTS OF TITANIA UNITHOLDERS ........................................................................................................................... 196
SECURITIES MARKET OF INDIA ................................................................................................................................... 199
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .......................................................................... 201
DECLARATION ................................................................................................................................................................... 203
ANNEXURE 1 FINANCIAL INFORMATION OF PROPSHARE TITANIA
ANNEXURE 2 PROJECTIONS
ANNEXURE 3 VALUATION REPORT
ANNEXURE 4 TECHNICAL DD REPORT
(i)SUMMARY OF PROPSHARE TITANIA
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 Titania
Units. This summary should be carefully read in conjunction with the entire Key Information of the Trust along with the Key
Information of the Scheme before making an investment decision. The following description of our business should be read
together with the Special Purpose Combined Financial Statements, which appear elsewhere in this Key Information of the
Scheme.
S.No. Particulars Contents
1. N ame of the SM REIT Property Share Investment Trust
2. N ame of the Investment PropShare Investment Manager Private Limited
Manager
3. N ame of the Trustee Axis Trustee Services Limited
4. C ontact details of the PropShare Investment Manager Private Limited
Investment 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. C ontact details of the Kotak Mahindra Capital Company Limited
Merchant Banker
1st Floor, 27 BKC, Plot No. 27
G Block, Bandra Kurla Complex, Bandra (East)
Mumbai 400 051, Maharashtra, India
Tel: +91 22 4336 0000
E-mail: propsharetitania.ipo@kotak.com
Investor grievance e-mail: kmccredressal@kotak.com
Website: https://investmentbank.kotak.com
Contact Person: Ganesh Rane
SEBI Registration No.: INM000008704
6. L isting (including name Titania Units are proposed to be listed on BSE Limited.
of stock exchange where
it will be listed and The indicative timelines of the Issue:
timeline for listing)
Event Indicative Date
Bid/ Issue Opening Date Monday, July 21, 2025
Bid/ Issue Closing Date Friday, July 25, 2025(1)
Finalization of the Basis of Allotment On or about Wednesday, July 30,
2025
Designated Date On or about Thursday, July 31, 2025
Closing Date On or about Thursday, July 31, 2025
Initiation of refunds On or about Thursday, July 31, 2025
Listing Date On or about Monday, August 04,
2025
(1) The Investment Manager may in consultation with the Lead Manager, consider closing the Bid/ Issue Period
for QIBs 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 Property Share
Investment Trust, the Investment Manager, the Trustee or the Lead Manager.
7. Is sue Size Aggregating up to ₹ 4,730 million.
8. Is sue Price ₹ [●] per Titania Unit
9. N AV [●]
10. M inimum application 1 Titania Unit and in multiple of 1 Titania Unit thereafter
and in multiples of 1
unit thereafter
11. Is sue 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”
from page 176 to 193.
12. B id/ Issue Opening Date Monday, July 21, 2025
13. B id/ Issue Closing Date Friday, July 25, 2025
14. P ay-in date Not applicable
1S.No. Particulars Contents
15. E xpected date of On or about Thursday, July 31, 2025.
Allotment
16. Is suance mode of the Public Issue
instrument
17. D epository NSDL and CDSL
18. O bjects 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 ₹ 4,730 million (“Gross Proceeds”), of which the Net Proceeds will be ₹ [●] million.
The Issue Proceeds will be utilised by PropShare Titania towards the following objects:
(i) Acquisition of the entire issued and paid-up equity share capital of the Titania SPV as per the Share
Purchase Agreement;
(ii) Providing loan to the Titania SPV for extinguishment and redemption of the debenture liability of
the Titania SPV, by redeeming the OCDs (including any accrued interest); and
(iii) General purposes
For further details, please refer to the section titled “Use of Proceeds” from page 153 to 160.
19. B rief description of the PropShare Titania, the second scheme of the Trust, is proposing to acquire 100% shareholding in an SPV
PropShare Titania under its structure (“Titania SPV”), in accordance with the REIT Regulations. The Titania SPV was
incorporated on September 29, 2017, as a private company limited by shares under the name of “Eranthus
Developers Private Limited” under the Companies Act, 2013 at Godrej One, Pirojshanagar, Eastern
Express Highway, Vikhroli (East), Mumbai, Maharashtra – 400 079.
For further details, please refer to the section titled “Overview of the PropShare Titania” from page 55
to 56.
20. B rief description of the PropShare Titania is the second scheme launched by Property Share Investment Trust, India's first small
Project Titania and medium real estate investment trust registered with the Securities and Exchange Board of India.
PropShare Titania offers investors an opportunity to invest in various office premises across six floors
of G Corp Tech Park, a Grade A+ commercial office building, located in Thane, Mumbai Metropolitan
Region. PropShare Titania has a leasable area of 4,37,973 sf. PropShare Titania is fully leased to a mix
of Fortune 500 companies, multinational companies (“MNCs”) and bluechip tenants, including Aditya
Birla Capital (including its subsidiaries and group companies) – an Indian MNC conglomerate operating
in the BFSI sector (“Aditya Birla Capital”), Convergys India Services Private Limited (acquired by
Concentrix) (“Concentrix”), a Fortune 500 Healthcare Company and a Japanese MNC Conglomerate.
(Source: JLL Report) Further, according to the JLL Report, Thane, MMR with its strategic location and
connectivity, competitive office rentals and quality standard of living has evolved to become a key office
destination. (Source: JLL Report)
Key Operating Metrics (as on March 31, 2025)
Leasable No. of Occupancy In-place rent Security WALE(3)
Area (sf) Occupiers (%) as on March Deposit (years)
(#)(1)(2) 31, 2025 (₹
(₹/sf/month) millions)
Commercial Office
Project Titania (proposed to be purchased through acquisition of Titania SPV)
Fifth Floor (Part) 61,856 6 100% 73.5 26.0 3.0
Seventh Floor 74,175 4 100% 75.5 29.1 4.3
Ninth Floor 78,506 2 100% 72.6 34.2 4.2
Eleventh Floor 74,287 2 100% 74.4 27.4 4.2
Twelfth Floor 73,145 1 100% 75.4 27.2 0.7
Thirteenth Floor 76,004 1 100% 77.2 31.9 2.8
Total/Wtd. 4,37,973 16 100% 74.8 175.8 3.2
Avg.
(1) The leased area of the six floors has sixteen leave and license agreements (“L&Ls”), entered into with eleven
tenants. Units 701-703 and 1103 have been occupied by Concentrix as part of the same L&L. However, since
they are on separate floors, they have been considered as two separate occupiers on their respective floors.
(2) Two subsidiaries of Aditya Birla Capital have signed a single L&L agreement for 703 & 703A. They have been
considered as separate occupiers.
(3) WALE: Weighted Average Lease Expiry
For further details, please refer to the section titled “Our Business and Property” from page 23 to 36.
21. R elevant Financial Particulars FY26 FY27 FY28 FY29
Ratios Yield or Distribution Yield* 9.0% 9.0% 9.0% 8.7%
NOI Margin (%) 92.0% 92.6% 95.1% 94.1%
EBITDA Margin (%) 69.4% 85.3% 84.4% 84.0%
Total Expense Ratio 0.34% 0.80% 0.83% 0.86%
2S.No. Particulars Contents
*For further details on the projected distribution yield and assumptions, please refer to “Projections” at Annexure
2. 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 July 07, 2025 and certified by the Auditors. For further details, please see “Risk Factors
– Our actual results may be materially different from the Projections included in this Key Information of the Scheme”
from page 43 to 44.
For more information, please see “Management’s Discussion and Analysis of Factors Affecting
Financial Condition and Results of Operations” and “Projections” from page 128 to 146 and Annexure
2, respectively.
22. C apital structure of the Capital structure of Titania SPV proposed to be acquired by the PropShare Titania, as on the date of this
assets held under Key Information of the Scheme is as follows:
PropShare Titania
Particulars Equity/ Preference shares
Authorised capital ₹1,04,00,00,000 divided into 10,40,00,000 equity shares of ₹10 each and
₹45,00,00,000 divided into 45,00,000 preference shares of ₹100 each.
Issued capital ₹82,60,00,000 divided into 8,26,00,000 equity shares of ₹10 each
Subscribed capital ₹82,60,00,000 divided into 8,26,00,000 equity shares of ₹10 each
Paid-up capital ₹82,60,00,000 divided into 8,26,00,000 equity shares of ₹10 each
Equity shareholding pattern of Titania SPV as on the date of this Key Information of the Scheme is as
follows:
Name of Shareholder Number of Face Amount (in ₹) Percentage of equity
equity shares Value shares held (of the
held (in ₹) issued and paid-up
share capital)
GOF I (Master A) Pte. 6,71,12,500 10 67,11,25,000 81.25
Ltd.
Anamudi Real Estates 1,54,87,500 10 15,48,75,000 18.75
LLP
Total 8,26,00,000 - 82,60,00,000 100.00
Compulsory Convertible Debentures existing as on the date of this Key Information of the Scheme is as
follows*:
Name of debenture Number of Face Amount (in ₹) Percentage of holding
holder debentures value (in
₹)
GOF I (Master A) Pte. 6,71,125 1,000 67,11,25,000 81.25
Ltd.
Anamudi Real Estate 1,54,875 1,000 15,48,75,000 18.75
LLP.
TOTAL 8,26,000 - 82,60,00,000 100.00
* The terms of the CCDs will be varied such that the CCDs are cancelled, and OCDs are issued against them post
the Bid/ Issue Closing Date and prior to filing the Final Key Information of the Scheme.
For further details please refer to the section titled “Overview of the PropShare Titania” from page 55 to
56.
23. B rief details of The valuation included in this Key Information of the Scheme is from the “Valuation Report” dated
valuation of the SM June 30, 2025 issued by KZEN Valtech Private Limited, represented by its director, Sachin Gulaty,
REIT Asset independent valuer (“Valuer”), with industry assessment services provided by JLL. For details, see
“Valuation Report” on Annexure 3.
The valuation has been undertaken to ascertain the market value of Project Titania 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
Titania is ₹ 4,939.15 million as of March 31, 2025 (derived from the Valuation Report undertaken by
KZEN Valtech Private Limited).
In accordance with REIT Regulations, the Valuer has undertaken a valuation of the Project Titania.
Consequent to the aforesaid valuation, the Valuer has prepared a valuation report dated June 30, 2025
(the “Valuation Report”), which has been included as Annexure 3.
A. Summary of Valuation and Valuation Methodology
For details of the valuation methodology adopted by the Valuer for the SM REIT Asset, please see
“Valuation Report - Approach and Method Adopted for Estimating Market Value of the Subject
Asset” on Annexure 3.
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
3S.No. Particulars Contents
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 Project Titania is only indicative in nature as it is based on various
assumptions and may not be indicative of the true value of Project Titania” on page 44.
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 the SM REIT Asset 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 SM REIT Asset, 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.
C. Declaration of NAV
The NAV of PropShare Titania shall be declared and disclosed to the Stock Exchange based on the
latest valuation report as on March 31st of respective financial years and upon occurrence of any
material development.
24. B rief description of Not Applicable
ROFR, if any
25. B rief details of the The Investment Manager shall ensure that not less than 95% of the net distributable cash flows
distribution policy (“NDCF”) of the SPVs are distributed to the schemes 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 schemes of the Trust as distributions (“REIT Distributions”) to the unitholders of the
schemes of the Trust. 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 (excluding the date of declaration and the record date). 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 SM
REIT.
For further details on calculation of NDCFs at SPV level and Scheme level please refer to the section
titled “Distributions” from page 121 to 123.
26. B rief details of fee and Fee and expenses
expenses charged or
chargeable to the SM Annual Expenses
REIT under each
scheme The expenses to be charged to the PropShare Titania (through the Property Share Investment Trust)
would include:
(i) fees payable to the Trustee (for rendering its services to PropShare Titania);
(ii) fees payable to the Auditor; and
(iii) fees payable to other intermediaries and consultants; and other miscellaneous expenses.
Further, the PropShare Titania will incur or reimburse expenses in relation to this Issue.
The Titania SPV will also incur recurring fees under the management framework for the Project Titania,
as described above.
The estimated recurring expenses on an annual basis are as follows:
Payable by PropShare Titania Estimated Expenses
Trustee Fees See Note 1
Fees Payables to Investment Manager Refer “Fees Charged by Investment Manager” on
page 151.
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
4S.No. Particulars Contents
annual fee of ₹ 0.1 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 Titania shall pay to the Investment Manager, whether directly or via Titania SPV, the
following:
1. Scheme management fee: No scheme management fee for FY26. Up to 0.50% of the gross proceeds
(including the Investment Manager’s contribution) from PropShare Titania’s offer (“Gross
Proceeds”) for FY27 and onwards.
2. Property management fee: No fees are being charged by the Investment Manager for the same.
3. Property acquisition fee: For all acquisitions by PropShare Titania, including the current
acquisition, the Investment Manager shall be entitled to a fee equivalent up to 1% of the purchase
price.
4. Divestment fee: In the event of any divestment of Project Titania by the scheme post listing, the
Investment Manager shall be entitled to a fee of up to 3% of the sale price (including selling
expenses and IPC brokerage).
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 159.
Total Expense Ratio of PropShare Titania
The total expenses for PropShare Titania are estimated to be approximately ₹ 16.06 million for FY 26,
₹ 37.84 million for FY 27, ₹ 39.25 million for FY 28 and ₹ 40.81 million for FY 29.
The breakup of total expenses is laid out in the table below:
(₹ in millions)
Particulars Projected Expenses(1)
FY 26 FY 27 FY 28 FY 29
Projected PropShare 2.01 2.21 2.43 2.67
Titania expenses(2)
Projected Titania SPV 14.05 11.98 13.17 14.49
expenses(3)
Scheme Management - 23.65 23.65 23.65
fees(4)
Total Expenses(5) 16.06 37.84 39.25 40.81
Accordingly, the Total Expense Ratio(6) of PropShare Titania is estimated to be 0.34% for FY 26, 0.80%
for FY 27, 0.83% for FY 28, and 0.86% for FY 29.
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 43 to 44 and “Projections” at Annexure 2.
(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 Titania.
(4) For further details, please see “Management Framework – Fees Charged by Investment Manager” at page
151.
(5) Total Expenses include Scheme expenses, SPV expenses, and Scheme Management fees.
(6) Total Expense Ratio is equal to Total Expenses divided by total investment by Titania Unitholders.
For further details, please refer to the section titled “Management Framework” from page 150 to 152.
27. D etails with respect to 1. While we have executed the definitive agreements with respect to the Formation Transactions, the
top 5 risk factors closing of these is subject to fulfilment of certain conditions. Therefore, our ability to consummate
these transactions will impact the ability of the Investment Manager to complete this Issue.
2. The outstanding tax litigations of Titania SPV involve a substantial disputed amount of ₹ 710.11
million which could potentially have adverse effect on our business, financial condition, results of
operations and cash flows.
3. 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 Thane, MMR region, and in turn, our
5S.No. Particulars Contents
ability to lease the SM REIT Asset to tenants on favourable terms.
4. A significant portion of our revenues is derived from a limited number of large lessees and from a
single sub-market. Any conditions that impact these lessees, or submarkets may adversely affect
our business, revenue from operations and financial condition.
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” from page 41 to 54.
6GENERAL
NOTICE TO INVESTORS
The statements contained in this Key Information of the Scheme and the Key Information of the Trust relating to the Property
Share Investment Trust, PropShare Titania and the Titania 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 and Key Information of the Trust with regard to the Property Share Investment Trust, PropShare
Titania and the Titania 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 Property Share Investment Trust, PropShare Titania, and the Titania 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 and the Key
Information of the Trust 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 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 Board 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 Property Share Investment Trust, the PropShare Titania and the merits and risks involved in investing in the
Titania 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 Titania Units being issued. Bidders are also advised
to read “Risk Factors” from page 41 to 54 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 Property Share Investment 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 Property Share Investment Trust, together with PropShare Titania and the Titania SPV.
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 Titania 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 Titania 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 Property Share Investment Trust and the terms of the Issue, including the merits and risks involved. The
Titania 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 Titania 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 Titania 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 Titania 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 Titania 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,
7provided that no such offer of the Titania Units shall require the Property Share Investment Trust or any 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 an “offer to the public” in relation to the Titania 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
Titania Units to be offered so as to enable an investor to decide to purchase or subscribe for any Titania Units, and the expression
“EU Prospectus Regulation” means Regulation (EU) 2017/1129.
THE PROPERTY SHARE INVESTMENT 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 PROPERTY SHARE INVESTMENT TRUST WILL BE THE
INVESTMENT MANAGER.
TITANIA 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 TITANIA 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 PROPERTY SHARE
INVESTMENT 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 TITANIA UNITS, THEN THE PROPERTY SHARE INVESTMENT 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 Titania 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 Titania 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 Titania 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 Titania Units shall require the Property Share Investment 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.
In 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
8trustees 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 Titania 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 Titania Units to be
offered so as to enable an investor to decide to purchase or subscribe for any Titania 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 Titania 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” from page 176 to 193.
In particular, no action has been taken by the Investment Manager or the Lead Manager which would permit an Issue of the
Titania 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 Titania 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 Titania Units
may be distributed or published in or from any country or jurisdiction that would require registration of the Titania Units in
such country or jurisdiction.
Disclaimer
Any person or entity investing in such issue, transaction, invitation, offer, or sale of securities by Property Share Investment
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
Property Share Investment Trust.
SEBI Disclaimer
It is to be distinctly understood that submission of this 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 Key Information of the Scheme.
BSE Disclaimer
BSE Limited (the “Exchange”) has given vide its letter dated May 20, 2025, 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 scrutinised 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: -
a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b) warrant that this Trust Units will be listed or will continue to be listed on the Exchange; or
c) take any responsibility for the financial or other soundness of this Trust, its Investment Manager, its Trustee or Project
Manager(s);
and it should not for any reason be deemed or construed that this offer document has been cleated 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 ay 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.
9DEFINITIONS 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, 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 2, “Taxation”, “Industry
Overview” and “Legal and other Information” on page 169, from 63 to 120 and from 161 to 163, 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 Titania and Titania SPV (as the context requires), collectively. For the sole purpose of the Special Purpose
Combined Financial Statements, reference to “we”, “us” and “our” refers to the Trust and the Titania SPV on a combined
basis.
General Terms, Definitions and Abbreviations
Term Description
PropShare Titania Related Terms
Associate Associate shall have the meaning set forth in Regulation 2(1)(b) of the REIT Regulations.
Auditor/ Statutory Auditor ASA & Associates LLP, Chartered Accountants and statutory auditors of the PropShare Titania.
Business Day All days when banks are open (excluding Saturday and Sunday) and working in their regular course of
business in Singapore, and Mumbai, India.
CCD Purchase Agreement The securities purchase agreement dated July 11, 2025 for the transfer of compulsorily convertible
debentures of the Titania SPV to Proxima Nova Private Limited executed between Proxima Nova
Private Limited, Titania SPV and the debenture holders, GOF I (Master A) Pte. Ltd. and Anamudi Real
Estates LLP.
Draft Key Information of the The draft key information of the scheme of PropShare Titania dated May 5, 2025, in relation to this
Scheme Issue, filed with SEBI 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 Titania Units
will be Allotted and the Issue Size.
Draft Key Information of the The draft document related to details of the Property Share Investment Trust dated May 5, 2025, filed
Trust with SEBI and the Stock Exchange, and issued in accordance with the REIT Regulations.
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 Property Share Investment Trust under the Indian Trusts Act, 1882, its registration
as a small and medium real estate investment trust with SEBI, following the settlement of PropShare
Titania as the second scheme of the Property Share Investment Trust and thereafter the transfer of the
Titania SPV to PropShare Titania, in accordance with the REIT Regulations.
G Corp Tech Park IT Park and commercial office having a leasable area of 8,67,969 sf situated on land admeasuring
19,523.95 square meters at Thane-Ghodbunder Road in Village of Wadhavli, Taluka and District Thane
in the Registration District and Sub-District of Thane, MMR, Maharashtra.
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 and
February 21, 2025.
Investment Manager or IM PropShare Investment Manager Private Limited
JLL Report The industry report dated June 27, 2025 issued by JLL.
Key Information of the Scheme The key information of the scheme dated July 11, 2025, issued in relation to this Issue, filed with SEBI
and the Stock Exchange, and issued in accordance with the provisions of the REIT Regulations and the
REIT Master Circular, which does not have the complete particulars of the Price Band of the Issue Price
at which the Titania Units will be issued, and the Issue Size, including any addenda or corrigenda
thereto.
10Term Description
Key Information of the Trust The key information document related to details of the Property Share Investment Trust dated July 11,
2025, filed with SEBI and the Stock Exchange, and issued in accordance with the REIT Regulations.
Lead Manager Kotak Mahindra Capital Company Limited
Project Titania or SM REIT Asset Office premises on the 5th (part), 7th, 9th , 11th , 12th and 13th floors in G Corp Tech Park, the total property
has a leasable area of 4,37,973 sf.
PropShare Titania Second scheme of Property Share Investment Trust launched under the REIT Regulations for owning
of real estate assets or properties.
Registrar to the Issue KFin Technologies Limited
Share Purchase Agreement or The share purchase agreement dated July 11, 2025, read with the side-letter dated July 11, 2025, for the
SPA transfer of issued and paid-up equity share capital of the Titania SPV to PropShare Titania executed
between the Investment Manager, Trust and Trustee (acting on behalf of the Trust and PropShare
Titania), with Titania SPV and the shareholders, GOF I (Master A) Pte. Ltd. and Anamudi Real Estates
LLP.
Special Purpose Combined The Special Purpose Combined Financial Statements of PropShare Titania (a second scheme of the
Financial Statements Trust, the “Scheme”) and Eranthus Developers Private Limited which excludes the carved out portions
of the assets constituting three floors with a total area of 1,70,183 sf, which is not proposed to form part
of the Scheme (the “Titania SPV”) (the Scheme and Titania SPV together referred to as the "Titania
Group”); which comprises the Combined Balance Sheet as at March 31, 2025, March 31, 2024 and
March 31, 2023; Combined Statement of profit and loss (including other comprehensive income); the
Combined Statement of Changes in Equity, the Combined Statement of Cash Flow for the years ended
March 31, 2025, March 31, 2024 and March 31, 2023; the Statement of Net Assets at Fair Value as at
March 31, 2025; the Statement of Total Returns at Fair Value for the years ended March 31, 2025 and
March 31, 2024 and a summary of material accounting policies and other additional financial disclosures
as required under REIT Regulations and REIT Master Circular.
Term Sheet The binding term sheet dated March 28, 2025, for the transfer of issued and paid-up equity share capital
of the Titania SPV to PropShare Titania executed between the Investment Manager (acting on behalf of
PropShare Titania) with the Titania SPV and the shareholders, GOF I (Master A) Pte. Ltd. and Anamudi
Real Estates LLP.
Titania SPV/ SPV Eranthus Developers Private Limited
Titania Unit(s) An undivided beneficial interest in the PropShare Titania, and all issued and allotted Units together
represent the entire beneficial interest in the PropShare Titania issued by the Trust.
Titania Unitholder(s) Any person who owns any unit in the PropShare Titania issued by PropShare Titania.
Trust Deed The trust deed dated June 27, 2024 as amended on July 19, 2024 and February 21, 2025, entered into
amongst the PropShare Investment Manager Private Limited and the Trustee.
Trust or SM REIT 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 Titania Units to Bidders on the basis of the Application Form submitted by
the Bidder.
Allot or Allotment or Allotted Unless the context otherwise requires, the issue, transfer, and allotment of Titania 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.
Allottees The successful Bidders to whom Titania 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
11Term Description
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 the 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
Basis of Allotment The basis on which Titania Units will be Allotted to successful Bidders under the Issue and which is
described in “Issue Information” from page 176 to 193.
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 Titania 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 Titania Units of the Property Share Investment 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 edition 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 edition 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 the 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 Titania Unit, above which
the Issue Price will not be finalized and above which no Bids will be accepted.
Cash Escrow Agreement Agreement dated July 11, 2025 entered into amongst the Trustee (on behalf of the Trust for PropShare
Titania), the Investment Manager, the Registrar to the Issue, the Escrow Collection Bank, the Public
Issue Bank, the Refund Bank, the Syndicate Member, and the Lead Manager, for, inter alia, collection
of the Bid Amounts and processing refunds, if any, of the amounts collected, to/ from 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.
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 Account and/ or the instructions are issued to
SCSBs are transferred from the ASBA Accounts, as the case may be, to the Public Issue Account(s) or
the Refund Account, as appropriate.
12Term Description
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 the Key Information of the Scheme will constitute
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 and Investment Manager’s Contribution.
Escrow Collection Bank Bank which is a clearing member and registered with SEBI as banker(s) 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 Kotak Mahindra 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 [●] Titania Units aggregating up to ₹ 4,730 million by PropShare Titania of the
Property Share Investment Trust.
Institutional Investor Portion Portion of the Issue being not more than 75% of the Net Issue, comprising not more than [●] Titania
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.
Investment Manager’s The amount of ₹ [●] million towards subscription of [●] of Titania Units (subject to finalization of Basis
Contribution 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 Titania Units of
the PropShare Titania on a post-Issue basis.
Issue Price ₹ [●] per Titania Unit, being the final price at which Titania Units will be Allotted to successful Bidders,
in terms of the 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 ₹ 4,730 million.
Listing Date The date on which the Titania Units of the Property Share Investment Trust will be listed on the Stock
Exchange.
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” from page 153 to 160.
Non-Institutional Investors All Bidders, that are not QIBs, who have Bid for Titania 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 Property Share Investment Trust, the Investment
13Term Description
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 ‘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.
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 has been opened for
collection of Bid Amounts from the Escrow Account and ASBA Accounts on the Designated Date, in
this case being Kotak Mahindra Bank Limited.
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 Kotak Mahindra 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-1/P/CIR/2024/110, ‘Master circular for stock brokers’, dated August 9,
2024 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/POD-1/P/CIR/2024/37
dated May 7, 2024 issued by SEBI.
Revision Form Form used by the Bidders to modify the quantity of the Titania 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 Titania 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 Agreement dated July 11, 2025 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 Intermediary (other than the Lead Manager) registered with SEBI who is permitted to accept bids,
applications and place order with respect to the Issue and carry out activities as an underwriter, namely,
Kotak Securities Limited.
Syndicate or Member of the The Lead Manager and the Syndicate Member.
Syndicate
Underwriters [●]
Underwriting Agreement Agreement to be entered into between the Trustee (on behalf of the Trust and PropShare Titania),
Investment Manager and the Underwriters.
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
BSE BSE Limited
14Term Description
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
CCDs Compulsorily Convertible Debentures
CDSL Central Depository Services (India) Limited
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 July 07, 2025, and as amended from time to time.
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
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.
L&L Leave and License Agreement(s)
Leasable Area The leasable area of Project Titania for which occupancy certificate has been received from the relevant
authorities.
LLP Limited Liability Partnership
MCA Ministry of Corporate Affairs
MMR Mumbai Metropolitan Region
Mn/ mn million
msf Million square feet
NA Not Applicable
NDCF Net Distributable Cash Flow
NOI Margin (%) NOI (as defined below)
Revenue from Operations
15Term Description
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
O&M Operations and Maintenance
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 L&L agreements as on a specific time.
OCD Optionally convertible debentures
PAN Permanent Account Number
Projections Projections of PropShare Titania and Titania SPV for FY26, FY27, FY28, and FY29 prepared in
accordance with the REIT Regulations and SEBI Guidelines.
Projections Period The four fiscal years commencing April 01, 2025 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
REIT Real Estate Investment Trust
REIT Master Circular Master Circular for Real Estate Investment Trusts dated July 11, 2025, as amended.
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 Square feet
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 June 30, 2025 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 Gross Rentals)
16PRESENTATION 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
The FY for PropShare Titania and the Investment Manager commences on April 1 and ends on March 31 of the next year.
Accordingly, all references to a particular FY, are to the 12 months commencing on April 1 of the immediately preceding
calendar year and ending on March 31 of that calendar year.
Unless stated otherwise or unless the context requires otherwise, the financial information included in this Key Information of
the Scheme in relation to the PropShare Titania is derived from the Special Purpose Combined Financial Statements which
have been prepared in accordance with the Guidance Note on Combined and Carve Out Financial Statements, Guidance Note
on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”) (the
“Guidance Notes”), to the extent not inconsistent with the REIT Regulations, REIT Master Circular and SEBI Guidelines, and
using the recognition and measurement principles of Indian Accounting Standards as defined in Rule 2(1)(a) of the Companies
(Indian Accounting Standards) Rules, 2015 (as amended) prescribed under Section 133 of the Companies Act, 2013 (“Ind AS”)
read with the REIT Regulations for the purposes of this Issue. For details, see “Summary Financial Information of PropShare
Titania” from page 126 to 127.
This Key Information of the Scheme also includes summary financial statements of the Investment Manager, as of and for the
financial years ended March 31, 2025, derived from the audited financial statements of the Investment Manager, prepared in
accordance with Ind AS notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to time, and other relevant provisions of the Companies Act, 2013 including
the presentation requirements of Division II of Schedule III to the Companies Act, 2013. The Investment Manager was
incorporated on April 02, 2024. Accordingly, the statement of profit and loss is from April 02, 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. For details, see “Summary Financial Information of the Investment Manager” on page 124.
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” on Annexure 2. 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.”
from page 43 to 44.
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
17financial 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. For additional information with respect to non-GAAP financial measures, please see “Risk
Factors – Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which
may be material to your assessment of our financial condition, results of operations and cash flows” and “Management’s
Discussion and Analysis of Factors Affecting Financial Condition and Results of Operations – Non-GAAP Measures” on page
52 and from page 128 to 146, respectively.
Earnings before finance costs, depreciation, amortisation, exceptional items and tax (“EBITDA”) and EBITDA Margin
We present EBITDA and EBITDA Margin for both historical and projections periods in this Key Information of the Scheme.
For historical periods, we have elected to present EBITDA as a separate line item on the face of our combined statement of
profit and loss, which forms a part of our Special Purpose Combined Financial Statements. In its measurement, we do not
include finance costs, depreciation and amortisation expenses, exceptional items and tax expense.
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” from page 10 to 16.
EBITDA and EBITDA Margin for the Projections Period have been calculated on the same basis as historical EBITDA and
EBITDA Margin, subject to the inherent limitations generally involved in presenting Projections figures, as well as the
assumptions set forth therein. Such assumptions and inherent limitations may distort comparability across historical and the
Projections Period. 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” on Annexure 2.
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 (for a detailed calculation, please
see “Management’s Discussion and Analysis of Factors Affecting Financial Condition and Results of Operations—Non-GAAP
Measures—Net operating income (“NOI”) and NOI Margin” from page 143 to 144).
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
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 “Management’s Discussion
and Analysis of Factors Affecting Financial Condition and Results of Operations—Net operating income (“NOI”) and NOI
Margin” and “Projections” from page 143 to 144 and Annexure 2, respectively.
Net Distributable Cash Flow (“NDCF”)
We present NDCF in this Key Information of the Scheme. We calculate NDCF in the manner specified in “Distributions” from
page 121 to 123. 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 Titania’s expected ability to provide a cash return on
18investment. 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” on Annexure 2.
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$” are to United States Dollar, the official currency of the United States.
Exchange Rates
This Key Information of the Scheme contains conversion of certain other currency amounts into Indian Rupees. These
conversions should not be construed as a representation that these currency amounts could have been, or can be converted into
Indian Rupees, at any particular rate.
The following table sets forth, for the dates indicated, information with respect to the exchange rate between the Rupee and the
US$ (in Rupees per US$):
Currency Exchange rate as at
March 31, 2025 March 31, 2024 March 31, 2023
1 USD 85.58** 83.37* 82.22
Source: https://www.fbil.org.in/
** Since March 31, 2025 was a public holiday on account of Id-ul-Fitr, 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 Titania dated June 27, 2025 issued by JLL, which have
been paid for and commissioned by our Investment Manager (in its capacity as the Investment Manager of the Property Share
Investment Trust) for an agreed fee. Further, the industry related data, market intelligence and other data pertaining to the
Titania SPV have 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 engagement letter dated January 30, 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 Due Diligence Report and the Valuation Report which the Investment Manager has commissioned
on our behalf” on page 45. 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 Property Share Investment 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.
19Notwithstanding 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 Issue.
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.
Valuation data
Unless stated otherwise, the valuation included in this Key Information of the Scheme is from the “Valuation Report” dated
June 30, 2025 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” on Annexure 3.
The valuation has been undertaken to ascertain the market value of Project Titania 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 Titania 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 SM REIT Asset, please see “Valuation Report -
Approach and Method Adopted for Estimating Market Value of the Subject Asset” on Annexure 3
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 Project Titania is only indicative in nature as it is based on various assumptions and may not be
indicative of the true value of Project Titania” on page 44. 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, the SPV
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, see “General Information” from page 37 to 40.
20FORWARD-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
schemes 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 Property
Share Investment Trust and the PropShare Titania including the Projections (projections related to the PropShare Titania and
Titania SPV 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, projected net operating income and profitability (including, without limitation, any financial or
operating data, projections or forecasts), new business and other matters in relation to the PropShare Titania discussed in this
Key Information of the Scheme and the Key Information of the Trust that are not historical facts.
The Valuation Report in relation to the Project Titania 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, the Investment Manager’s ability to successfully
implement the acquisition of the Titania SPV, 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 Property Share Investment Trust to differ materially
include, but are not limited to, those discussed under “Risk Factors” and “Industry Overview”, from page 41 to 54 and 63 to
120, 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 Titania, and the Property Share
Investment Trust to differ materially from those in the forward-looking statements and financial information include, but are
not limited to, the following:
1. While we have executed the definitive agreements with respect to the Formation Transactions, the closing of these is
subject to fulfilment of certain conditions. Therefore, our ability to consummate these transactions will impact the
ability of the Investment Manager to complete this Issue.
2. The outstanding tax litigations of Titania SPV involve a substantial disputed amount of ₹ 710.11 million which could
potentially have adverse effect on our business, financial condition, results of operations and cash flows.
3. 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 Thane, MMR region, and in turn, our ability to lease the SM REIT Asset to tenants on
favourable terms.
4. A significant portion of our revenues is derived from a limited number of large lessees and from a single sub-market.
Any conditions that impact these lessees, or submarkets may adversely affect our business, revenue from operations
and financial condition.
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
by the Investment Manager and examined by the Auditors for PropShare Titania are 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
21that 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 Property Share Investment Trust, 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 Property Share Investment Trust and the PropShare Titania could differ materially from that described herein as
anticipated, believed, estimated or expected. All subsequent forward-looking statements attributable to Property Share
Investment Trust and the PropShare Titania are expressly qualified in their entirety by reference to these cautionary statements.
22OUR BUSINESS AND PROPERTY
The following description of our business should be read together with the Special Purpose Combined Financial Statements,
which appear elsewhere in 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 “Projections”, “Risk Factors” and “Forward Looking Statements” on Annexure 2, from page
41 to 54, and from page 21 to 22, 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 Property Share Investment Trust, together with the PropShare Titania.
The financial information and operational data presented in this section is subject to following sections, “Presentation of
Financial Data and Other Information” on page 17 to 20 and “Risk Factors” from page 41 to 54.
Unless otherwise specified, in this section, (i) references to area or square footage of the Project Titania is to Leasable Area;
and (ii) all operational data of the Project Titania is presented as of March 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” from page 63 to 120 and “Presentation of Financial Data and
Other Information—Valuation Data” on page 20. For further details and risks in relation to commissioned report, see “Risk
Factors” from page 41 to 54.
Unless the context requires otherwise or otherwise stated, the financial information used in this section is derived from
“Financial Information of PropShare Titania” at Annexure 1. For purposes of this section, unless the context requires
otherwise, references to “FY2025”, “FY2024”, and “FY2023” are to the financial year ended March 31 of the relevant year.
References to “CY” or “calendar year” are to the relevant calendar year period.
Overview
PropShare Titania is the second 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. PropShare Titania offers investors an opportunity
to invest in various office premises across six floors of G Corp Tech Park, a Grade A+ commercial office building, located in
Thane, Mumbai Metropolitan Region. PropShare Titania has a leasable area of 4,37,973 sf. PropShare Titania is fully leased to
a mix of Fortune 500 companies, multinational companies (“MNCs”) and bluechip tenants, including Aditya Birla Capital
(including its subsidiaries and group companies) – an Indian MNC conglomerate operating in the BFSI sector (“Aditya Birla
Capital”), Convergys India Services Private Limited (acquired by Concentrix) (“Concentrix”), a Fortune 500 Healthcare
Company and a Japanese MNC Conglomerate. (Source: JLL Report) Further, according to the JLL Report, Thane, MMR with
its strategic location and connectivity, competitive office rentals and quality standard of living has evolved to become a key
office destination. (Source: JLL Report)
PropShare Titania offers a projected distribution yield of 9.0% for the financial year 2026, 9.0% for the financial year 2027,
9.0% for the financial year 2028, and 8.7% for the financial year 2029. For further details on the projected distribution yield
and assumptions, please refer to “Projections” at Annexure 2. 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 July 07, 2025 and certified by the Auditors. For details
on the risks relating to distribution, please see the section titled “Risk Factors - The Investment Manager may not be able to
execute our growth strategy successfully resulting in inability to offer projected yields” on page 46.
Key Operating Metrics (as on March 31, 2025)
Leasable Area No. of Occupancy In-place rent as on Security WALE(3)
(sf) Occupiers (%) March 31, 2025 Deposit (years)
(#)(1)(2) (₹/sf/month) (₹ millions)
Commercial Office
Project Titania (proposed to be purchased through acquisition of Titania SPV)
Fifth Floor (Part) 61,856 6 100% 73.5 26.0 3.0
Seventh Floor 74,175 4 100% 75.5 29.1 4.3
Ninth Floor 78,506 2 100% 72.6 34.2 4.2
Eleventh Floor 74,287 2 100% 74.4 27.4 4.2
Twelfth Floor 73,145 1 100% 75.4 27.2 0.7
Thirteenth Floor 76,004 1 100% 77.2 31.9 2.8
Total/Wtd. Avg. 4,37,973 16 100% 74.8 175.8 3.2
23(1) The leased area of the six floors has sixteen leave and license agreements (“L&Ls”), entered into with eleven tenants. Units 701-703 and 1103 have
been occupied by Concentrix as part of the same L&L. However, since they are on separate floors, they have been considered as two separate occupiers
on their respective floors.
(2) Two subsidiaries of Aditya Birla Capital have signed a single L&L agreement for 703 & 703A. They have been considered as separate occupiers.
(3) WALE: Weighted Average Lease Expiry
Our Competitive Strengths
We believe PropShare Titania has the following competitive strengths:
1. Project Titania, which is part of the G Corp Tech Park, is a Grade A+ campus style development, with LEED Platinum
(O&M), WELL Health & Safety and BEE 5-star certifications.
2. Sound business model with embedded rental growth, stable cash flows and mark-to-market opportunity.
3. 100% occupancy by a diversified underlying tenant portfolio comprising of Fortune 500 companies, MNCs and blue-
chip tenants including Aditya Birla Capital and Concentrix.
4. Low vacancy and projected 5-year rent CAGR of 5.6% from CY2024 in Thane, MMR for Grade A+ commercial
assets. (Source: JLL Report).
5. ~300 meters from the metro station providing access to the upcoming Kasarvadavali station on the upcoming metro
line 4 connecting Wadala, to Gaimukh, Thane, MMR. (Source: JLL Report).
6. Experienced investment and asset management team with oversight and strong corporate governance through an
experienced Board and marquee investors.
241. Project Titania, which is part of the G Corp Tech Park, is a Grade A+ campus style development with LEED
Platinum (O&M), WELL Health & Safety and BEE 5-star certifications
G Corp Tech Park is a Grade A+ commercial office development on the main Ghodbunder Road in Thane, MMR of
which PropShare Titania is spread across six floors and has a leasable area of 4,37,973 square feet.
As of March 31, 2025, PropShare Titania is fully leased to a mix of Fortune 500 companies, multinational companies
and bluechip tenants, including Aditya Birla Capital (and its subsidiaries) – an Indian MNC conglomerate operating
in the BFSI sector, Concentrix – an American Fortune 500 MNC operating in the technology sector, a Fortune 500
Healthcare company operating in the healthcare and life sciences sector and a Japanese MNC conglomerate, operating
in the technology sector. (Source: JLL Report)
Figure 1: G Corp Tech Park; Source: JLL Report
G Corp Tech Park has also been certified with ESG certifications, including LEED Platinum (O&M), WELL Health
and Safety rating and BEE 5 Star certification. As per JLL Report, Sustainability has become a top priority for
businesses worldwide, with particular emphasis on achieving net zero carbon (NZC) commitments. We believe these
certifications demonstrate the property’s adherence to recognized sustainability standards.
Figure 2: Certifications
The premises of G Corp Tech Park has ample open spaces with campus style features including work pods, social
spaces, collaboration zones, food kiosks, open amphitheatre, gym and more. (Source: JLL Report)
Figure 3: Biophilic collaboration spaces and landscaped gardens; Source: JLL Report
G Corp Tech Park has been future-proofed with recent enhancements including façade upliftment, premium entry
experience, lobby & elevator upgrades and more (Source: JLL Report).
25Figure 4: Arrival experience – Before vs After Source: JLL Report
Figure 5: Dropoff point – Before vs After; Source: JLL Report
Figure 6: Entrance lobby – Before vs After; Source: JLL Report
Figure 7: Forest area & amphitheatre – Before vs After; Source: JLL Report
2. Sound business model with embedded rental growth, stable cash flows and mark-to-market opportunity.
All the leave and license agreements (“L&Ls”) entered by the Titania SPV in respect of Project Titania provide for a
license fee escalation of 5% annually. Further, the WALE of Project Titania is 3.2 years as of March 31, 2025.
The expiry profile of PropShare Titania’s existing contractual arrangements are well-staggered as 61.6% of the L&Ls
(by total gross income) of Project Titania will expire after FY28. Conversely, 38.4% of the L&Ls which are expected
to expire by FY28 have an embedded mark-to-market potential. We believe, this provides a good balance between
stability for Project Titania and allowing for mark-to-market opportunities for the rental growth
26Figure 8: Lease expiry profile and mark-to-market potential
Notes:
(1) Expiring rent refers to the weighted average contractual rent for all L&Ls expiring in the corresponding period.
(2) Mark-to-market potential has been calculated as the difference between the projected market rent (sourced from JLL Report) and the expiring
rent as a percentage of the expiring rent. The JLL Report presents data as of December 31 of each calendar year, while expiring rents are
recorded as of March 31 of the following year. To account for this timing gap, the Investment Manager has compared the fiscal year-end data
with the prior calendar year-end data, assuming no rent growth/degrowth occurred during the January to March quarter. FY27 mark -to-
market potential is N/A since there are no L&Ls due for expiry in FY27.
3. 100% occupancy by a diversified underlying tenant portfolio comprising of Fortune 500 companies, MNCs and
blue-chip tenants including Aditya Birla Capital and Concentrix
PropShare Titania is proposing to acquire 4,37,973 sf spread across six floors of the G Corp Tech Park. As of March
31, 2025, 100% of the leasable area is occupied by a mix of Fortune 500 companies, MNCs and bluechip tenants
(Source: JLL Report). As per the JLL Report, G Corp Tech Park has seen very stabilised occupancy since 2016 with
a similar tenant base for the past decade or so. Nearly all existing tenants have continued to renew while Aditya Birla
Capital and Concentrix have even grown within the same tech park, exhibiting tenant stickiness for this quality.
(Source: JLL Report)
Portfolio Highlights Tenant Portfolio Sector Split
(% of Gross Rentals)
₹74.8 3.2 years
Healthcare &
Lifesciences
In-Place Rent Weighted Average 16.8%
(per sf per month) Lease Expiry (WALE)
BFSI
52.0%
5% 100%
Technology
31.2%
Contracted annual Occupancy
escalations for all L&Ls
11
Number of unique
occupiers BFSI Occupier Technology Occupier
27Figure 9: Occupier profile (as of March 31, 2025)
Our largest tenants are Aditya Birla Capital and Concentrix which together contribute to 72.2% of the total gross
income as on March 31, 2025.
Case Study: Expansion by the largest occupier in G Corp Tech Park
As on March 31, 2025, the largest occupier in G Corp Tech Park has consistently expanded their presence (including
through its subsidiaries) occupying approximately 42.4% of the G Corp Tech Park’s total leasable area (as compared
to 14.5% in FY20).
Figure 10:Area Expansion by largest occupier
4. Low vacancy and projected 5-year rent CAGR of 5.6% from CY2024 in Thane, MMR for Grade A+ commercial
assets.
As per the JLL Report, Thane, MMR has evolved from an industrial town to a thriving satellite city that offers better
planned developments, robust social infrastructure and a rapidly growing residential market. (Source: JLL Report)
• With 10.5 mn sq ft Grade A office stock currently, Thane, MMR has seen its stock double over the past
decade. Around 16% of the current stock is currently of a Built-to-Suit to lease type and is 100% leased.
(Source: JLL Report)
• Thane, MMR during last 3 years (CY2022-CY2024) has an average share of 20% (average annual sales of
~12,000 units in Thane, MMR) in overall residential sales in Mumbai (including Mumbai Municipal limits,
Navi Mumbai and Thane, MMR) and a similar 20% share in launches (average annual launches of ~14,000
units in Thane, MMR). (Source: JLL Report)
28• The residential market in Thane, MMR offers well-planned integrated residential communities along with
standalone developments with the presence of large national developers, with prices which are lower by 20-
22% from the eastern suburbs and 35-40% compared to western suburbs. (Source: JLL Report)
• Thane, MMR also has an organized retail stock of 1.8 mn sq ft ~14% share in Mumbai’s retail mall stock.
(Source: JLL Report)
We believe Thane’s office market has the following advantages over other regions in MMR:
Lower office rentals versus the rest of MMR
Thane, MMR offers cost conscious occupiers an advantage with rentals at a discount of approximately 50% compared
to other suburban office clusters (includes Western Suburbs, Eastern Suburbs and Secondary Business District
(“SBD”) North micro-market) in the MMR office market. (Source: JLL Report).
Figure 11: Rent comparison: Thane vs rest of MMR as of December 31, 2024, Source: JLL Report
Consistent rent growth versus the rest of Mumbai, Maharashtra
As per the JLL Report, Grade A+ rents in Thane have grown at a rate of 4.8% CAGR, since 2022 till December 31,
2024 which is the 3rd highest among all Mumbai office micro markets. (Source: JLL Report).
CAGR % Central SBD SBD BKC SBD North Western Eastern Thane Navi
2022-2024 Business Central Suburbs Suburbs Mumbai
District
(“CBD”)
Grade A+ 2.5% 5.9% 5.2% 4.7% 5.2% 3.1% 4.8% 3.6%
Overall 0.2% 4.4% 2.7% 2.5% 5.7% 2.7% 2.4% 3.6%
Figure 12: Historic rent growth comparison: Thane vs rest of MMR as of December 31, 2024, Source: JLL Report
Strong residential catchment with rich social infrastructure
Thane, MMR has a large residential catchment making commute times for employees shorter and providing them with
multiple accommodation options depending on their budget. Some prominent residential areas with strong connectivity
to G Corp Tech Park include Thane itself which has both affordable and upscale options including the Hiranandani
township, Powai-Bhandup-Mulund-Vikhroli belt towards the Mumbai city, Airoli towards Navi Mumbai and more
affordable locations further away including Bhiwandi, Dombivli and Palava. (Source: JLL Report)
Additionally, Thane being a well-established residential and office market, has strong social infrastructure with
shopping malls, restaurants and bars. The prominent malls include R-Mall and Viviana Mall which are well accessible
from G Corp Tech Park. (Source: JLL Report)
2.4% Grade A+ vacancy in Thane – 3rd lowest in MMR, as of December 31, 2024
As of CY2024, Thane, MMR has a low Grade A+ vacancy of only 2.4% and only 1.9 mn sq. ft. of new Grade A+
supply is expected to be available in the market till CY2027 (compared to 16.3 million square feet across MMR), thus,
further improving the likelihood of rent growth. (Source: JLL Report)
As per the JLL Report, Grade A+ vacancy in Thane is approximately 630-1,560 bps lower compared to other suburban
office clusters (includes Western Suburbs, Eastern Suburbs and SBD North micro-markets) in Mumbai office market.
29Figure 13: Vacancy comparison: Thane vs rest of Mumbai as of December 31, 2024; Source: JLL Report
5. ~300 meters from the metro station providing access to the upcoming metro line 4 connecting Wadala, to Gaimukh,
Thane, MMR. (Source: JLL Report)
G Corp Tech Park will be at a walking distance (~300 meters) from the upcoming Kasarvadavali Station on the
upcoming metro line 4, which will provide eastern connectivity within MMR between Wadala and Gaimukh, Thane
Further with the existing Eastern Express Highway, central railway, monorail and the ongoing works on metro lines
2B, 5 and 6. (Source: JLL Report)
Figure 14:Direct connectivity via Ghodbunder Road and the upcoming metro line 4; Source: JLL Report
According to the JLL Report, Thane, MMR is also undergoing a significant number of infrastructure upgrades such
as 4 metro lines, coming up in Thane, MMR which will further improve the connectivity of our asset.
Figure 15:Upcoming infrastructure upgrades in Thane; Source: JLL Report
F
i
g
u
r
e
30
S
E
QFigure16: Metro progress outside G Corp Tech Park; Source: JLL Report
6. 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 45
members as on March 31, 2025. The 11-member senior investing team comes with a cumulative experience of 63
years in commercial real estate in India. AltInvest Online Platform Private Limited (the parent company of the
Investment Manager) was founded by Kunal Moktan and Hashim Khan. Kunal Moktan 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 IITs and IIMs as well as diverse work experience among reputed
developers and real estate funds including the Blackstone Group, Kotak Mahindra Investments (Real Estate), SBI Real
Estate Fund and Piramal Capital.
A brief break-up of the team of the Investment Manager is given below:
Team (as on March 31, 2025) No. of employees
Chief executive officer & Chief financial officer 2
Investments & Asset Management 3
Strategic Initiatives 2
Sales & Investor Relations 2
Finance 6
Marketing 4
Operations 2
Legal & Compliance 2
Product & Technology 17
HR & Admin 5
Total 45
Track Record
The Investment Manager successfully listed India’s first SM REIT scheme – PropShare Platina on the BSE Limited
on December 10, 2024. The first scheme of the Property Share Investment Trust, i.e., 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.
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 March 31, 2025, AltInvest Online Platform
Private Limited has:
• distributed c. ₹4,366.1 million through rent distributions and sale proceeds
• acquired c.1.48 million sf of commercial real estate with a total value of c. ₹17,080 million across different
asset classes including office spaces, retail centres and warehouses across India as well as the United
Kingdom
• leased over c. 9,95,700 sf across its portfolio.
• exited c. ₹2,084 million worth of assets spread across c. 1,81,392 sf providing successful exits to investors
311,860.1
1,289.6
521.9
338.9
208.6
119.7
2.5 24.9
FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Distributions Sale Proceeds Values in ₹millions
Figure 17: AltInvest’s track record of distributions and sale proceeds (as of March 31,, 2025)
AltInvest Online Platform Private Limited (the parent company of the Investment Manager) is backed by alternative
institutional investors including Westbridge Capital, Lightspeed India, BEENEXT and Pravega Ventures.
Figure 18: Investors invested in AltInvest Online Platform Private Limited
Investment Strategy
PropShare Titania proposes to invest in a single identified real estate asset located in the micro market of Thane, MMR.
The investment strategy of the PropShare Titania is to generate stable rental income by maintaining high occupancy
levels, optimizing lease structures, and capitalizing on potential market rent growth, with the objective of delivering
returns to the Titania Unitholders.
1. Category and Type of Real Estate Asset
The SM REIT Asset falls under the commercial real estate category, more specifically office asset. As of the
date of filing this Key Information of the Scheme, it is a completed, revenue-generating property and 100%
occupied with existing L&Ls in place with multiple tenants.
2. Location
The SM REIT Asset is situated in Thane, a key micro market within the MMR. Thane has evolved from an
industrial town to a thriving satellite city that offers better planned developments, robust social infrastructure
and a rapidly growing residential market as per JLL Report.
3. Allocation
PropShare Titania will allocate 100% of its investment to the identified commercial office asset in Thane,
MMR. There are no plans for future acquisitions under the PropShare Titania, and it shall not invest in any
other asset class or location beyond the scope of the present investment objective.
Business and Growth Strategies
We will endeavour to provide regular and stable income to Titania Unitholders through regular distributions through
active asset management of the underlying property. We intend to achieve this through the following strategies:
321. Capitalizing on embedded mark-to-market potential
Given Thane, MMR’s, consistent market rent growth of 4.8% CAGR since 2022 till December 31, 2024 and
the projected 5-year CAGR from CY2024 of 5.6% for Grade A+ assets, as per JLL Report, we expect to
benefit from PropShare Titania’s mark-to-market opportunity of 10.3% in FY2029.
2. 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
and WELL certified health and safety norms.
3. Leasing strategy
PropShare Titania is 100% occupied as of March 31, 2025 with a WALE of 3.2 years. Our strategy will
primarily be focused on tenant retention. As per JLL Report, G Corp Tech Park has seen very stabilised
occupancy since 2016 with a similar tenant base for the past decade or so. Nearly all existing tenants have
continued to renew in G Corp Tech Park, while Aditya Birla Capital and Concentrix have even grown within
the same tech park, exhibiting tenant stickiness for asset of this quality. 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.
4. Exit strategy
The Investment Manager aims to provide capital appreciation to investors through an exit to Titania
Unitholders, either through the sale of Project Titania or through the sale of Titania SPV or through any such
other opportunity which may arise, subject to Titania Unitholder approval and in accordance with the listing
agreement, the REIT Regulations and Applicable Laws.
Capital and Risk Management Strategy
The Investment Manager has adopted the capital and risk management strategy that is consistent with its objective of
maximizing distributions to unitholders of PropShare Titania. For further details of the capital and risk management
strategy, please refer to the section titled “Business Overview – Capital and Risk Management Strategy” of the Key
Information of the Trust.
33PROPSHARE TITANIA – THANE, MMR
Key Asset Information
Titania SPV Eranthus Developers Private Limited
Proposed Ownership (%) 100.0%
Year of Completion 2010
Year of Proposed Transaction 2025
Asset Type Commercial office building
Submarket Thane, MMR
Undivided Share in Land (sq m) 9,653
Land Title Freehold
Leasable Area (sf) 4,37,973 sf
Occupancy (%) (as on March 31, 2025) 100.0%
Number of Tenants 11
Level of furnishing of properties Warm-shell
Market Value (₹ millions) 4,939.15 (as on March 31, 2025)
Tenant Profile
As on March 31, 2025, PropShare Titania is fully leased to 11 tenants. The details of our top 10 tenants are given below:
Sr. No. Name of Tenant Sector Rental income as a
percentage of total gross
income
1 Concentrix Technology 20.2%
2 Aditya Birla Finance Limited BFSI 17.8%
3 Fortune 500 Healthcare Company Healthcare & Lifesciences 16.8%
4 Japanese MNC Conglomerate Technology 11.0%
5 Aditya Birla Health Insurance Company Ltd. BFSI 10.6%
6 Aditya Birla Capital Digital Limited BFSI 9.4%
7 Aditya Birla Financial Shared Services Ltd. BFSI 5.6%
8 Aditya Birla Sun Life Insurance Co. Ltd. BFSI 3.4%
9 Aditya Birla Sun Life AMC Ltd BFSI 2.2%
10 Aditya Birla Housing Finance Limited BFSI 1.8%
Total 98.8%
Existing Monthly Rental Income before Tax from the Property
As on March 31, 2025, the existing monthly rental income before tax from the property is shown in the table below:
Particulars ₹ per sf Monthly Rent in ₹ (in millions)
Monthly rental income 74.77 32.75
Common area maintenance income 10.02 4.39
Common area maintenance expense (8.35) (3.66)
Monthly Rental Income before Tax 76.44 33.48
A brief description of outgoings from the rent is given below:
Common area maintenance expense: Common area maintenance expense typically includes proportionate share of costs,
charges and expenses for common facilities, electricity for common areas, air conditioning for common areas, façade cleaning
and lighting landscaping and common lighting, signage, other common areas, facilities and equipment, housekeeping and
cleaning, security and other personnel, insurance premium, and also includes salaries and wages of staff, property management
34fees paid to property managers, all as worked out by the Licensor and/or the property manager and payable by all
occupants/owners of the various premises of G Corp Tech Park.
Rental Comparison with Market
The average in-place rent in PropShare Titania is ₹ 74.8 per sf as on March 31, 2025. The estimated current monthly market
rental obtainable for Grade A+ office stock in Thane, MMR is ₹ 75.8 per sf as on December 31, 2024.(1) (Source: Valuation
Report)
Note:
(1) The Valuation Report presents data as of December 31 of each calendar year, while in-place rent figures are recorded as of March 31, 2025. Hence, the
data has been compared with the market rent of the previous calendar year, i.e., December 31, 2024. The Investment Manager believes that there have been
no material changes in rent in the January 2025 - March 2025 period.
For comparable lease rental income of similar properties in the vicinity of Thane, MMR, please refer to “Industry Overview –
Annexure” from page 117 to 119.
Lease Expiry Profiles
The WALE of PropShare Titania is 3.2 years period, as on March 31, 2025. The percentage of leasable area expiring between
FY2026 and FY2030 is shown in the table below:
Year FY2026 FY2027 FY2028 FY2029 FY2030
Lease Expiry % of Total Gross Income 16.8% 0.0% 21.5% 20.8% 40.8%
Re-leasing Spread & Mark-To-Market (“MTM”) potential
PropShare Titania offers opportunities for re-leasing spreads and mark-to-market potential between FY2026 and FY2029 as
shown in the table below:
Year FY2026 FY2027 FY2028 FY2029
Expiring rent (per sf)(1) ₹75.4 N/A ₹85.1 ₹85.1
Projected re-leasing spread(2) 6.2% N/A 5.0% 5.0%
Mark-to-market potential(3) 5.7% N/A 4.2% 10.3%
(1) Expiring rent refers to the weighted average contractual rent for all the leave and license agreements expiring in the corresponding period.
(2) Projected re-leasing spread is calculated as a percentage of the difference between the re-leasing rent assumed as per the Projections and the in-place
rent for a specified period divided by the in-place rent for that specified period. FY27 re-leasing spread is N/A since there are no expiring L&Ls in FY27.
(3) Mark-to-market Potential has been calculated as the difference between the projected market rent (sourced from JLL Report) and the expiring rent as a
percentage of the expiring rent. The JLL Report presents data as of December 31 of each calendar year, while expiring rents are recorded as of March
31 of the following year. To account for this timing gap, the Investment Manager has compared the fiscal year-end data with the prior calendar year-
end data, assuming no rent growth/degrowth occurred during the January to March quarter. FY27 mark -to-market potential is N/A since there are no
leave and license agreements due for expiry in FY27.
Insurance
We have in place insurance coverage for any damage to the property, including office premises of our SM REIT Asset which,
in the opinion of the Investment Manager and the Trustee, is adequate in relation to the properties and consistent with industry
practice in India.
Leave and license agreements
The L&Ls that we enter into with our licensees contain terms and conditions in relation to, amongst others, the licensed area,
term of the leave and license, lock-in period, details with respect to security deposit and events of defaults. Certain L&Ls also
contain clauses which provide rent-free period for a particular duration to our certain licensees, which is a standard market
practice intended to provide sufficient time to the licensees for fit-outs. However, there is no additional or extended grace period
offered in lieu of higher rental values.
We typically enter into medium to long-term licenses with our licensees, typically for a tenure of 5 years. Our L&Ls also
include a security deposit, and the rent is generally payable in advance on a monthly basis. Rentals under our L&Ls are a
function of various factors, including prevailing market rentals, client specific enhancements, rent-free period, security deposits,
space availability and occupancy at the relevant asset.
Sub-licensing to the licensee’s group companies generally does not require consent would generally require a prior consent
from the licensor. However, the entity sharing the premises should be in compliance with the applicable state laws.
Our L&Ls generally contain common termination provisions such as termination upon default of the counterparty. Licenses
typically have a lock-in period during which the Licensee is not allowed to exit unless there is a breach by the Licensor of the
terms of the L&Ls. Further, certain of our agreements contain indemnity clause wherein the license will indemnify the licensor
and its officers and employees from and against liabilities, losses, damages, claims, liens, costs and expenses, including
35reasonable attorney fees, which the licensor may suffer, sustain or incur as a result of any negligent act or omission of licensee,
its officers, employees or contractors in the licensed premises.
Our L&L generally contains provision wherein the licensor inter alia is responsible for obtaining for the licensed premises,
while the licensee has the obligation to insure all improvements, assets, fixtures, installed on the said premises.
36GENERAL INFORMATION
PropShare Titania
The 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, amended on July 19,
2024 and February 21, 2025. The Property Share Investment 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 Property Share Investment Trust has been settled by the Investment Manager for an aggregate initial corpus of ₹0.02
million. The second scheme of the Trust i.e. PropShare Titania has also been settled by the Investment Manager.
PropShare Investment Manager Private Limited has been appointed as the Investment Manager to the Property Share
Investment 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 Property Share Investment Trust.
Pursuant to the PropShare Titania, the Project Titania are proposed to be held through the Titania SPV, in accordance with the
REIT Regulations.
Compliance Officer of the Property Share Investment Trust
The compliance officer of the Property Share Investment 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: prashant.kataria@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
Statutory Auditor of the Investment Manager
B S R & Co. LLP, Chartered Accountants
3rd Floor, Embassy Golflinks Business Park
Pebble Beach, ‘B’ Block, Off Intermediate Ring Road
Bangalore 560 071
Karnataka, India
Tel: +91 80 4682 3000
E-mail: ashishchadha@bsraffiliates.com
Firm Registration No.: 101248W/2-100022
Peer Review No.: 014196
The Trustee
Registered Office
Axis Trustee Services Limited
Axis House
Pandurang Budhkar Marg
37Worli, Mumbai 400 025
Maharashtra, India
Tel: +91 90 0450 3021
E-mail: corporatesecretarial@axistrustee.in
Website: www.axistrustee.in
Address 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
Anil Grover (Chief Operating Officer) is the contact person of the Trustee. His contact details are as follows:
Name: Anil Grover
Tel: +91 22 6230 0451
E-mail: debenturetrustee@axistrustee.in
Statutory Auditor of PropShare Titania
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 Titania
KZEN Valtech Private Limited (represented by its director Sachin Gulaty)
5th Floor, India Accelerator,
Iconic Corenthum, Sector 62
Noida 201 309
Uttar Pradesh, India
Email: sachin.gulaty@kzen.in
Website: www.k-zen.in
Registration No.: IBBI/RVE/05/2022/164
Lead Manager to the Property Share Investment Trust in relation to the PropShare Titania
Kotak Mahindra Capital Company Limited
1st Floor, 27 BKC, Plot No. 27
G Block, Bandra Kurla Complex, Bandra (East)
Mumbai 400 051
Maharashtra, India
Tel: +91 22 4336 0000
E-mail: propsharetitania.ipo@kotak.com
Investor grievance e-mail: kmccredressal@kotak.com
Website: https://investmentbank.kotak.com
Contact Person: Ganesh Rane
SEBI Registration No.: INM000008704
38Indian Legal Counsel to Property Share Investment Trust and the Investment Manager in relation the PropShare
Titania
Cyril Amarchand Mangaldas
6th Floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg
Mumbai 400 013
Maharashtra, India
Tel: +91 22 2496 4455
Fax: +91 22 2496 3666
Indian Legal Counsel to Lead Manager
Trilegal
DLF Cyber Park
Tower C, 1st Floor
Phase II, Udyog Vihar, Sector 20
Gurugram 122 008
Haryana, India
Tel: +91 12 4625 8598
Tax Advisers to the Property Share Investment Trust in relation to the PropShare Titania
Ernst & Young LLP
4th Floor, Divyasree Chambers
‘A’ Wing, #11, O’Shaughnessy Road
Langford Gardens
Bangalore – 560 025
Karnataka, India
Tel: +91 80 6727 5000
Fax: +91 80 2222 9914
Website: www.ey.com
Technical Due Diligence Consultant
Colliers International (India) Property Services Private Limited
Unit 601, 6th Floor, A Wing
One BKC, Plot C-66
Bandra East
Mumbai 400 051
Maharashtra, India
Tel: +91 22 3512 1040
Website: colliers.com/India
Title Lawyer
Trilegal
7th floor, Mark Square
No. 61, St. Marks Road
Bangalore 560 001
Karnataka, India
Tel: +91 80 4343 4646
Syndicate Member
Kotak Securities Limited
4th Floor, 12 BKC, G Block
Bandra Kurla Complex
Bandra (East)
Mumbai 400 051
Maharashtra, India
Tel: +91 22 6218 5410
Email: umesh.gupta@kotak.com
Website: www.kotak.com
Contact Person: Umesh Gupta
SEBI Registration No.: INZ000200137
39Banker to the Issue
Kotak Mahindra Bank Limited
Intellion Square, 501, 5th Floor, A Wing
Infinity IT Park, Gen. A.K. Vaidya Marg
Malad East
Mumbai 400 097
Tel: +91 22 6941 0636
Email: cmsipo@kotak.com
Website: www.kotak.com
Contact Person: Mr. Siddhesh Shirodkar
SEBI Registration No.: INBI00000927
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/Markets/PublicIssues/brokercentres_new.aspx? and
www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, 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
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, 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/Markets/PublicIssues/RtaDp.aspx? and on the
website of NSE at www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.
40RISK FACTORS
An investment in the Titania 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
Titania 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 Titania 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 Titania 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”, “Industry Overview”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Summary Financial Information of PropShare Titania” from
page 23 to 36, from page 63 to 120, from page 128 to 146 and, page 126 to 127, 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” from page 21 to 22.
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” from page 63 to 120. For further details, see “Presentation of
Financial Data and Other Information—Valuation Data” on page 20. 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 Due
Diligence Report and the Valuation Report which the Investment Manager has commissioned on our behalf.” on page 45.
Any potential investor in the Titania Units should pay particular attention to the fact that the Trust 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 Titania Units.
For the definitions of technical terms, please see “Definitions and Abbreviations” from page 10 to 16.
1. While we have executed the definitive agreements with respect to the Formation Transactions, the closing of these
is subject to fulfilment of certain conditions. Therefore, our ability to consummate these transactions will impact
the ability of the Investment Manager to complete this Issue.
While the definitive agreements in respect of the Formation Transactions have been executed between the relevant
parties, the effect will only be given to the transaction after Bid/ Issue Closing Date and on fulfilment of the various
conditions stipulated under the definitive agreements. For instance, while we have executed a share purchase
agreement dated July 11, 2025 read with the side-letter dated July 11, 2025, for the transfer of issued and paid-up
equity share capital of the Titania SPV to PropShare Titania , the consummation of the same will only occur on the
happening of certain events and fulfilment of the conditions enumerated under the SPA, such as (i) providing
confirmation that the existing leave and license agreements of the Titania SPV are valid and subsisting in nature, and
no notice to vacate have been received; (ii) providing of all relevant documents and information required to file the
necessary form filings to effect the transfer of the equity shares; and (iii) satisfaction of the conditions precedent under
the CCD Purchase Agreement (the conditions of the CCD Purchase Agreement include, amongst others,
dematerialisation of the existing CCDs, and providing of all relevant documents and information by the Sellers,
necessary to complete the form filings to effect the transfer of CCDs). For key terms of the SPA, see “Use of Proceeds
– Acquisition of the entire issued and paid-up equity share capital of the Titania SPV as per the Share Purchase
Agreement” from page 153 to 157 .
Further, Titania SPV has issued CCDs, terms of which are proposed to be varied such that the CCDs are cancelled,
and OCDs are issued against them, and be redeemed post Bid/ Issue Closing and prior to filing the Final Key
Information of the Scheme. While the CCD Purchase Agreement has been executed to give effect to the proposed
transaction, the consummation of the agreement, and the consequent redemption of the debenture liability is subject
to certain conditions, such as satisfaction of the conditions precedent under the SPA (for key terms of the SPA, please
see “Use of Proceeds – Acquisition of the entire issued and paid-up equity share capital of the Titania SPV as per the
Share Purchase Agreement” from page 153 to 157), dematerialisation of the existing CCDs, and providing of all
relevant documents and information required to file the necessary form filings to effect the transfer of CCDs. For
further details, please see “Risk Factors - A portion of the Issue proceeds are going to be utilised to redeem the
Optionally Convertible Debentures, which are not in existence as on the date of filing of this Key Information of the
Scheme” at page 45, “Financial Indebtedness” from page 147 to 149 and “Use of Proceeds” from page 153 to 160.
41Under the REIT Regulations, we are prohibited from making an initial public offer of Titania Units unless the
aggregate value of the assets held by PropShare Titania prior to the Allotment of Titania Units in the Issue equals or
exceeds ₹500 million and does not exceed ₹5,000 million. If we are unable to complete the Formation Transactions,
as contemplated herein, the Investment Manager, in consultation with the Lead Manager may decide not to proceed
with the Issue or to withdraw or modify the size of the Issue, subject to any conditions imposed by the SEBI or any
other regulators. Any inability to consummate any or all the Formation Transactions in the manner described in this
Key Information of the Scheme may result in regulatory non-compliance and materially and adversely impact our
ability to complete the Issue within the anticipated time frame or at all. Additionally, PropShare Titania will not be
able to acquire the Project Titania if it fails to consummate the Issue and all the Formation Transaction agreements.
Further, to acquire the Project Titania, the Issue and listing of the Titania Units must be completed within the timelines
prescribed under the SPA. Therefore, if these timelines are exceeded, the Sellers at their discretion can terminate the
transaction.
The terms of the SPA contain limited representations and warranties, which are qualified by any disclosure in this Key
Information of the Scheme as well as by the respective Sellers’ knowledge and are limited as to time. There are also
indemnities, which are limited on account of monetary and time limits among other contractual limitations, which will
limit our recourse under these agreements and our ability to recover potential losses. Any losses or liabilities suffered
by us in relation to Titania SPV for which we are unable to recover under these agreements will materially and
adversely impact our results of operations, profitability, cash flows, the trading price of Titania Units and our ability
to make distributions to Titania Unitholders.
2. The outstanding tax litigations of Titania SPV involve a substantial disputed amount of ₹ 710.11 million which
could potentially have adverse effect on our business, financial condition, results of operations and cash flows.
We note that the aggregate cash and other bank balances, as reported in the Special Purpose Combined Financial
Statement, amount to ₹ 180.97 million as at March 31, 2025. In contrast, the ongoing tax litigations involve a
substantial disputed amount of ₹ 710.11 million. If these cases not decided in favour of Titania SPV, the financial
impact on the Titania SPV, could be significant, particularly given that its existing cash reserves and anticipated
revenue streams may not be sufficient to cover the potential liability. Any adverse ruling could lead to liquidity
constraints, potential disruptions in operations, and an adverse impact on Titania SPV’s financial position. While we
have taken specific indemnities from the seller(s) under the Share Purchase Agreement to fulfil the tax demand
(including the applicable interest and other charges), the ongoing tax proceedings, although not likely to be sustained
(in the opinion of the current management of the SPV and the Investment Manager), still bear a considerable risk on
the functioning of Titania SPV. Additionally, there may be execution risks associated with the enforceability and
timing of the indemnity, which could further affect the SPV’s ability to meet its obligations in a timely manner. For
further details regarding the dispute, please see “Legal and Other Information – Material litigation and regulatory
action pending against the Titania SPV under the PropShare Titania” from page 162 to 163.
The table below sets forth our contingent liabilities as per Ind AS 37 ‘Provisions, Contingent Liabilities and Contingent
Assets’ as at the years/period end indicated below:
Particulars As on date of filing of Year ended March 31,
this Key Information 2025 2024 2023
of the Scheme (₹ in millions)
In respect of Income- 710.11 710.11 629.61 629.61
Tax matters (1,2,3)
Note:
(1) Titania SPV had received assessment order under Section 143(3) of the Income Tax Act, 1961 raising demand of ₹221.78 millions for AY
2017 - 18. The Assessing Officer has passed assessment order disallowing interest expenses relating to utilisation of borrowed funds for
payment to shareholders on capital reduction and interest is to be treated as capital expenditure in nature. Titania SPV has filed appeal before
the Commissioner of Income tax Appeals on this issue. The management of the Titania SPV believes that the amount demanded will not be
sustained and accordingly no provision is recognised in the financial statements.
(2) Titania SPV has received an order under Section 201(1) of the Income tax Act, 1961 raising a demand of ₹407.83 millions for AY 2018-19
for failure to withhold taxes on sale consideration paid to NVD Holdings, Mauritius, for the transfer of shares of N V Developers Private
Limited. The SPV has filed appeal before the Commissioner of Income tax Appeals on this issue. The management of the Titania SPV believes
that the amount demanded will not be sustained and accordingly no provision is recognised in the financial statements.
(3) Titania SPV has also received a draft order dated March 26, 2025, under Section 144C(1) of the Income-tax Act, 1961, from the Income Tax
Department, wherein the variation in total transfer pricing on international transactions is computed at ₹ 80.50 million. Titania SPV has filed
its objection with the Dispute Resolution Panel on April 24, 2025. The management of the Titania SPV believes that the amount demanded
will not be sustained and accordingly no provision is recognised in the financial statements.
If any of our contingent liabilities materialize, it could have an adverse effect on our financial condition, results of
operations and cash flows. For further details on contingent liabilities as at March 31, 2025, as per Ind AS 37, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Off-Balance Sheet
Arrangements and Contingent Liabilities” on page 143 and “Financial Information of the PropShare Titania” on
Annexure 1, respectively.
3. 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
42market in India, specifically in Thane, MMR region, and in turn, our ability to lease the SM REIT Asset to tenants
on favourable terms.
We propose to derive most of our revenue from rentals from leasing of the SM REIT Asset. The table below presents
a breakdown of the revenue from lease rentals and revenue from contracts with customers for the Financial Years
ended March 31, 2025, 2024, and 2023.
Particulars Years ended March 31,
2025 2024 2023
(₹ in % of (₹ in % of (₹ in % of
millions) revenue millions) revenue millions) revenue
from from from
operations operations operations
Revenue from Lease Rentals
Lease rentals 309.45 78.32% 254.63 74.94% 269.11 87.84%
Lease equalisation income 28.32 7.17% 30.40 8.95% (4.63) (1.51%)
Rental income on discounting of Lease
deposits received 8.19 2.07% 14.22 4.19% 7.27 2.37%
Total revenue from leases (A) 345.96 87.56% 299.25 88.07% 271.75 88.71%
Revenue from contracts with customers
Maintenance Services 49.13 12.44% 40.55 11.93% 34.60 11.29%
Total revenue from contracts with
customers (B) 49.13 12.44% 40.55 11.93% 34.60 11.29%
Revenue from Operations (A+B) 395.09 100.00% 339.80 100.00% 306.35 100.00%
Accordingly, the success of the SM REIT Asset is highly dependent on the performance of the commercial real estate
market in Thane, MMR 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 SM REIT Asset are concentrated,
such as the BFSI, technology and healthcare sectors. For risk related to concentration in tenants please refer to “Risk
Factor – A significant portion of our revenues is derived from a limited number of large tenants in the banking,
financial services and insurance (“BFSI”), Healthcare and Lifesciences and technology sectors. Any conditions that
impact these tenants or the respective sectors or cities in which they operate may adversely affect our business, results
and financial condition” from page 44 to 45. 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 and increased operating costs, 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 SM REIT Asset. Additionally, sustained negative market
conditions may impact our ability to attract and retain high-quality tenants, thereby affecting occupancy rates and cash
flows.
4. A significant portion of our revenues is derived from a limited number of large lessees and from a single sub-
market. Any conditions that impact these lessees, or submarkets may adversely affect our business, revenue from
operations and financial condition.
Our revenues from operations are concentrated in a few large lessees from the BFSI sector. As of March 31, 2025, we
had 11 (eleven) tenants occupying the entirety of Project Titania. We expect that, in the future, a limited number of
large lessees will continue to comprise a large percentage of our revenue from operations. Accordingly, our financial
condition, results of operations and ability to make distributions to Titania Unitholders may be materially and
adversely affected by the downturn in the businesses of one or more of these lessees, non-renewal or early termination
of leases for any reason, economic and other factors that lead to a downturn in the submarkets in which we are located.
If we are unable to diversify our lessee base, or diversify into new submarkets, we may experience material fluctuations
or decline in our revenue, because of which our financial condition and operations could be materially and adversely
affected.
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, NOI, NOI Margin (%), EBITDA, EBITDA Margin (%), cash flow from
operating activities and NDCF for the Projections Period set out in the section titled “Projections” on Annexure 2 as
per the REIT Regulations. The revenue from operations, NOI, NOI Margin (%), EBITDA, EBITDA Margin (%), cash
flow from operating activities and NDCF projections are only estimates, based on certain assumptions of possible
43future 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. For instance, we have assumed that the terms of existing CCDs have been varied
such that the CCDs are cancelled, and OCDs have been issued against them, prior to receipt of the listing and trading
approval for the Issue. For more details, please see “Formation Transaction in relation to PropShare Titania” from
page 61 to 62. We have also assumed an expected amount of proceeds to be raised from the Issue.
Further, the revenue from operations, NOI, NOI Margin (%), EBITDA, EBITDA Margin (%), 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” on Annexure 2. 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 Valuation Report obtained for Project Titania is only indicative in nature as it is based on various assumptions
and may not be indicative of the true value of Project Titania.
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 Titania as of March 31, 2025. For details on the assumptions, disclaimers and methodology
used in the Valuation Report, see “Valuation Report” on Annexure 3 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 Titania or an investment in the Titania 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 Titania.
Further, in the event that the Valuer does not continue to value the Project Titania subsequent to the listing of PropShare
Titania, 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 Titania Units.
7. A significant portion of our revenues is derived from a limited number of large tenants in the banking, financial
services and insurance (“BFSI”), Healthcare and Lifesciences and technology sectors. Any conditions that impact
these tenants or the respective sectors or cities in which they operate may adversely affect our business, results and
financial condition.
As on March 31, 2025, PropShare Titania is fully leased to 11 tenants. The details of our top 10 tenants are given
below:
44Sr. Name of Tenant Sector Rental income as a
No. percentage of total gross
income
1 Concentrix Technology 20.2%
2 Aditya Birla Finance Limited BFSI 17.8%
3 Fortune 500 Healthcare Company Healthcare & Lifesciences 16.8%
4 Japanese MNC Conglomerate Technology 11.0%
5 Aditya Birla Health Insurance Company Ltd. BFSI 10.6%
6 Aditya Birla Capital Digital Limited BFSI 9.4%
7 Aditya Birla Financial Shared Services Ltd. BFSI 5.6%
8 Aditya Birla Sun Life Insurance Co. Ltd. BFSI 3.4%
9 Aditya Birla Sun Life AMC Ltd BFSI 2.2%
10 Aditya Birla Housing Finance Limited BFSI 1.8%
Total 98.8%
There is no assurance that demand for real estate by such tenants will not be adversely affected by changes in the
global economic conditions or other factors beyond our control, which could affect their ability to service their lease
agreements, expand their existing office spaces they have leased with us or renew their lease agreements. Furthermore,
we also face concentration risk with respect to tenants in the technology and BFSI sectors. Please see “Risk Factors -
A significant portion of our revenues is derived from a limited number of large lessees and from a single sub-market.
Any conditions that impact these lessees, or submarkets may adversely affect our business, revenue from operations
and financial condition” on page 43. If we are unable to diversify our tenant base, or expand into new cities, we may
experience material fluctuations or decline in our revenue, as a result of which our business, financial condition, results
of operations and cash flows could be materially and adversely affected.
8. This Key Information of the Scheme contains information from the JLL Report, the Technical Due Diligence
Report and the Valuation Report which the Investment Manager has commissioned on our behalf.
The information in the section titled “Industry Overview” from page 63 to 120 and in other sections in this Key
Information of the Scheme is based on the JLL Report dated June 27, 2025, the Technical Due Diligence Report dated
May 5, 2025, and the Valuation Report dated June 30, 2025. Industry-related data, market intelligence and other data
pertaining to the Project Titania 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.
9. A portion of the Issue proceeds are going to be utilised to redeem the Optionally Convertible Debentures, which are
not in existence as on the date of filing of this Key Information of the Scheme.
In accordance with the Term Sheet, an identified third party shall enter into relevant definitive documentations for the
purchase of the CCDs held by the existing CCD Holders. Further to the above, Proxima Nova Private Limited
(“Identified Third Party”) has executed the securities purchase agreement dated July 11, 2025 for the purchase of
the CCDs held by the CCD Holders (“CCD Purchase Agreement”). As per the terms of the CCD Purchase
Agreement, the consideration payable to GOF I (Master A) Pte. Ltd shall be paid by the Identified Third Party post
Bid/ Issue Closing Date and prior to filing the Final Key Information of the Scheme and the consideration payable to
Anamudi Real Estate LLP shall be paid on listing of Titania Units. The Titania SPV, post the transfer of CCDs to the
Identified Third Party, shall take necessary actions to vary the terms existing CCDs such that the CCDs are cancelled,
and OCDs are issued against them, and a redemption request shall be made by the Identified Third Party to Titania
SPV. Thereafter, on receipt of listing and trading approval, the Titania SPV will utilise an estimated aggregate amount
of up to ₹ 2,329.40 million (infused by way of the Scheme Loan Agreement) for redemption of such OCDs (including
accrued interest of ₹ 159.40 million). For further information, please see “Use of Proceeds” from page 153 to 160.
Thus, the redemption of OCDs is contingent on (i) the consummation of the CCD Purchase Agreement entered between
the Identified Third Party and the CCD Holders; (ii) payment of the consideration payable; (iii) successful transfer of
the CCDs to the Identified Third Party thereof; and (iv) successful variance in terms of the CCDs to result in OCDs.
Until these steps are completed there is no certainty that the OCDs will come into existence, and consequently,
PropShare Titania’s objective of redeeming such OCDs might not materialise. Any failure or delay in the
consummation of such transaction will adversely affect the implementation of PropShare Titania.
4510. Tenant leases across our SM REIT Asset 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 a significant portion of our revenue from lease income and ancillary services in connection with the leasing
of Project Titania. L&Ls with tenants across the SM REIT Asset 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
L&Ls 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.
Tenants with a presence across multiple rented units in our SM REIT Asset may also decide to move out of some or
all of their rented units. For the details of our tenant concentration, see “Risk Factors - A significant portion of
our revenues is derived from a limited number of large tenants in the banking, financial services and insurance
(“BFSI”), healthcare & life sciences and technology sectors. Any conditions that impact these tenants or the respective
sectors or cities in which they operate may adversely affect our business, results and financial condition” on page
44. 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. For instance, in FY 24, two tenants terminated their lease agreements post
lock-in but before their scheduled expiry due to the impact of COVID-19. Further, certain tenants may seek
renegotiations, rental concessions, or rent deferrals, particularly during economic downturns or unforeseen disruptions.
11. 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 Titania SPV under the scheme in a timely
and cost-effective manner. If the Investment Manager determines that the expenses required for the operation of the
Titania SPV 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 Titania Units.
Further, our ability to make distributions to Titania Unitholders could be adversely affected if direct expenses and
other operating expenses increase due to various factors including, without limitation, increases in property tax,
changes in tax policies and other regulatory requirements and increase in repair and maintenance costs, betterment
charges and energy and utility cost escalations. As Titania SPV 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 Titania SPV 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 from March 31, 2022, till the date of this Key Information
of the Scheme, any physical damage to the Titania SPV from an earthquake, fire or other causes may also lead to a
significant disruption to the business and operation of the affected Titania SPV 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 Titania Unitholders.
12. The title and development rights or other interests over land where our SM REIT Asset 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 SM REIT Asset. To the extent that such third parties miscalculate or fail to identify risks and liabilities associated
with the asset in question, the relevant SM REIT Asset may be affected by defects in title, or the valuation may not be
an accurate in nature. Further, there may be certain legal defects and irregularities in the title to the lands or other
interests relating to our SM REIT Asset 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 SM REIT Asset 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 SM REIT Asset) 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”
from page 161 to 163.
46The rights or title in respect of the land and building where our SM REIT Asset 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
land in favour of the Titania SPV, 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. For instance, there are certain historic title
documents in respect of the larger piece of land (of which, a portion forms the underlying land where our SM REIT
Asset has been constructed) where a conclusive assessment regarding the total area cannot be arrived at. Further, the
scheme of arrangement(s) approved by the appropriate judicial authorities in respect of the historical landowners have
not been adequately stamped and registered, which may lead to the rights or title of our Titania SPV to be adversely
affected. For further details, see “Legal and Other Information” from page 161 to 163.
The SM REIT Asset is located on land acquired from various 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” from page 161
to 163. 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 Titania SPV 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 SM REIT Asset. 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.
13. The Titania Units have never been publicly traded and the listing of the Titania Units on the Stock Exchanges may
not result in an active or liquid market for the Titania Units. The Titania Units may also experience price and
volume fluctuations.
There is no public market for the Titania Units prior to the Issue and an active public market for the Titania Units may
not develop or be sustained after the Issue. Listing and quotation does not guarantee that a trading market for the
Titania Units will develop or, if a market does develop, that there will be liquidity of that market for the Titania Units.
If an active trading market does not develop, you may have difficulty selling your Titania Units, and the value of your
Titania Units may be impacted by limited price discovery, lack of sufficient market depth, or low trading volumes.
Accordingly, prospective Titania Unitholders should view the Titania Units as illiquid and must be prepared to hold
their Titania Units for an indefinite period.
The Issue Price may not be indicative of the market price of the Titania Units upon listing. The price of the Titania
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 scheme of the
Property Share Investment Trust, namely PropShare Platina), 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 Titania 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 Titania Units declines significantly, investors may face difficulties and/or be unable
to exit their investment in Titania Units at or above their purchase price, if at all. There can be no assurance that the
market price of the Titania Units will not be volatile, nor that it will not decline significantly in the future.
14. The price of the Titania 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 Titania Units upon completion of the Issue. The market price of the
Titania 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;
47• changes in research analysts’ recommendations or earnings projections;
• changes in broader economic or market conditions;
• the market value of PropShare Titania;
• the perceived attractiveness of the Titania Units against those of other business trusts, equity or debt
securities;
• the balance of buyers and sellers of the Titania 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 Titania 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 Titania Units.
In addition, the Titania Units are subject to market risks and are not capital-safe or fixed income products and there is
no guarantee that Titania 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 Titania Units.
15. 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 Titania 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 Titania 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.
We cannot assure you that all compliances or periodic filings which are required to be made in relation to the SM
REIT Asset 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.
4816. We have incurred losses in the past and may continue to experience losses in the future which could result in an
adverse effect on our business, cash flows and financial condition.
We have incurred losses in the past and may continue to experience losses in the future. Our revenues, results of
operations, cash flows and financial condition may be adversely affected by low occupancy and rental levels across
our asset portfolio. We may also face challenges in securing or renewing lease agreements on favourable terms or
within anticipated timeframes, including delays in identifying and finalising arrangements with suitable tenants, which
could also have an adverse impact on our revenue. Further, market-driven factors such as tenant defaults, early
terminations, downward pressure on rentals, or a general decline in demand for commercial spaces in the markets in
which we operate may exacerbate these risks. Any failure to increase our revenues sufficiently to keep pace with our
expenses and investments could prevent us from achieving profitability or maintaining a positive cash flow on a
consistent basis, which in turn could adversely affect our ability to, meet operating costs, when due or finance proposed
business expansions, asset improvements or capital expenditures. Any of the foregoing could adversely affect our
business, results of operations, cash flows, financial condition, and could also impact our ability to make timely
distributions to our Titania Unitholders.
17. 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 SM REIT Asset. 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 SM REIT Asset. 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.
18. 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” from page 153 to
160. 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.
19. We have limited 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.
While the Titania SPV has an operating history of seven 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,
and February 21, 2025. PropShare Titania is the second scheme of the Trust after the first scheme PropShare Platina
which was listed with the Stock Exchange on December 10, 2024, and has 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 successfully or maintain
stable occupancy rates or generate targeted returns for the Titania 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.
20. The audit report of our Statutory Auditor contains certain emphasis of matters.
49The audit report to our Special Purpose Combined Financial Statements contains an emphasis of matter paragraph,
describing that the Special Purpose Combined Financial Statements have been prepared by the Investment Manager
in accordance with basis of preparation as stated therein for inclusion in the draft key information of the scheme, this
key information of the scheme and the final key information of the scheme in connection with the proposed initial
public offering of the Titania units of the Titania Scheme. As a result, the Special Purpose Combined Financial
Statements may not be suitable for another purpose. For further details please see “Financial Information of PropShare
Titania” on Annexure 1.
While such emphasis of matter did not have an adverse effect on our financial condition, we cannot assure that our
financial information for future periods will not contain emphasis of matters or qualifications of a nature which may
require us to make provisions in our financial statements if adversely determined, or otherwise result in a material
adverse effect on our business, financial condition, results of operations, cash flows and prospects. Investors should
consider such emphasis of matters while evaluating our financial position, results of operations and cash flows.
Risks Related to the Ownership of the Titania Units
21. PropShare Titania may be dissolved, and the proceeds from the dissolution thereof may be less than the amount
invested by the Titania Unitholders.
PropShare Titania has been settled by the Investment Manager as the second 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
Titania can only be extinguished: (i) upon the liquidation of the assets of the PropShare Titania; (ii) if there are no
projects or assets remaining under the PropShare Titania and it does not invest in any project for six months thereafter;
(iii) if the PropShare Titania fails to maintain the minimum public holding for the Titania 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 Titania 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 Titania 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.
22. 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 Titania
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.
Accordingly, the ongoing disclosures made to Titania 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
Titania 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 Titania 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 Titania
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. Titania Unitholders of PropShare Titania
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 Titania Unitholders. Titania Unitholders’ rights and disclosure standards under
Indian law may also differ from the laws of other countries or jurisdictions. See “Rights of Titania Unitholders” from
page 196 to 198.
5023. 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 Titania 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 Titania Units. Such fluctuations will also affect the amount that holders of
the Titania Units will receive in foreign currency upon conversion of any cash distributions or other distributions paid
in Indian Rupees by us on the Titania Units, and any proceeds paid in Indian Rupees from any sale of the Titania Units
in the secondary trading market. Changes in monetary policies, inflation rates and global economic conditions may
further exacerbate foreign exchange volatility.
24. Any future issuance of Titania Units by us or sale of Titania Units by any of the significant Titania Unitholders
may materially and adversely affect the trading price of the Titania Units.
Any future issuance of Titania Units by us could dilute existing investors’ holdings of Titania Units. Any such future
issuance of Titania Units may also materially and adversely affect the trading price of the Titania Units and could
impact our ability to raise further capital through an offering of our Titania Units. There can be no assurance that we
will not issue further Titania Units. In addition, any perception by investors that such issuances by us or sales by any
significant Titania Unitholders might occur could also adversely affect the trading price of the Titania Units. Similarly,
if significant Titania Unitholders dispose of large volumes of Titania Units in the market, the increased supply may
negatively impact trading prices.
Upon completion of the Issue, 5% of the total number of Titania Units will be held by the Investment Manager. Please
see “Information Concerning the Units – Investment Manager lock-in” on page 175. The Titania 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 Titania Units held by them, which portion may be substantial and which sale could increase the aggregate
number of Titania Units available for active trading on the Stock Exchanges. Any sale of the Titania Units by the
Investment Manager may also impact trading prices. A secondary offering of the Titania Units by us, if undertaken,
may also increase the aggregate number of Titania Units being traded, which could have an adverse impact on the
market price for the Titania Units. These sales may also make it more difficult for us to raise capital through the issue
of new Titania Units at a time and at a price we deem appropriate.
25. No investors are permitted to withdraw or lower their Bids (in terms of quantity of Titania 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
Titania 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.
26. Our rights and the rights of the Titania 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 Titania 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 applicable 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 Titania Unitholders may not be able to recover claims against the Trustee
or the Investment Manager, including claims with respect to this Key Information of the Schemes relating to the Issue.
51Further, 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 Titania may not be sufficient
to recover claims, including claims with respect to this Key Information of the Scheme in relation to the Issue.
27. Net asset value per Titania Unit may be diluted if further issues are priced below the current Net asset value per
Titania Unit.
We may make fresh issuances of Titania Units in the future, the offering price for which may be above, at or below
the then current NAV per Titania Unit. The distribution per Titania Unit may be diluted if new Titania Units are issued
and the use of proceeds from such issue of Titania Units generates insufficient cash flow to cover the dilution. Where
new Titania Units are issued at less than the NAV per Titania Unit, the then current NAV of each existing Titania Unit
may be diluted.
28. We may not be able to maintain adequate insurance to cover all losses we may incur in our business operations.
We maintain insurance on property, including office premises in amounts believed to be consistent with industry
practices and our insurance policies cover physical loss or damage to our property. Despite the insurance coverage that
we carry, we may not be fully insured against some business risks and the occurrence of accidents that cause losses in
excess of limits specified under our policies, or losses arising from events not covered by our insurance policies, which
could materially and adversely affect our financial condition, results of operations and cash flows. For instance, our
existing insurance policies 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 we have industry standard insurance for our SM REIT Asset, if a fire or natural disaster
substantially damages or destroys some or all of our SM REIT Asset, the proceeds of any insurance claim may be
insufficient to cover rebuilding costs.
While we have not made any insurance claims in the last three Financial Years, there can be no assurance that any
future claim under our insurance policies will be honoured fully, on time, or at all, or that we have taken out sufficient
insurance to cover all of our losses. In addition, our 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.
29. Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which
may be material to your assessment of our financial condition, results of operations and cash flows.
The Special Purpose Combined Financial Statements have been prepared in accordance with the Guidance Note on
Combined and Carve-Out Financial Statements, Guidance note on Reports in Company Prospectuses (Revised 2019)
issued by the Institute of Chartered Accountants of India (the “ICAI”) (the “Guidance Notes”), to the extent not
inconsistent with REIT Regulations, REIT Master Circular and the SEBI Guidelines, as amended, and using the
recognition and measurement principles of Indian Accounting Standards as defined in Rule 2 (1) (a) of the Companies
(Indian Accounting Standards) Rules, 2015 (as amended) prescribed under Section 133 of the Companies Act, 2013
(“Ind AS”) read with the REIT Regulations, consistently applied during the periods stated in those reports, except as
otherwise provided therein, and no attempt has been made to reconcile any of the information given in this Key
Information of the Scheme to any other accounting principles or to base the information on any other accounting
standards. Ind AS differs from accounting principles with which persons from other countries may be familiar, such
as IFRS, Indian GAAP and U.S. GAAP. Accordingly, the degree to which the Special Purpose Combined Financial
Statements included in this Key Information of the Scheme provide meaningful information is entirely dependent on
your level of familiarity with Indian accounting practices.
Ind AS differs from accounting principles with which persons from other countries may be familiar, such as IFRS and
U.S. GAAP. Accordingly, the degree to which the Special Purpose Combined Financial Statements included in this
Key Information of the Scheme provide meaningful information is entirely dependent on your level of familiarity with
Indian accounting practices.
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
52realized 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, Titania 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.
We 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 and not less than two years’ experience in the real
estate industry or real estate fund management, (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 Titania 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 Titania 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 Titania 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
Titania 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 Titania.
34. Titania 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
53enforceable, 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 Titania 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.
54OVERVIEW OF THE PROPSHARE TITANIA
The PropShare Titania
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
and February 21, 2025, entered into amongst the PropShare Investment Manager Private Limited and the Trustee. The Property
Share Investment 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 Property Share
Investment Trust has been settled by the Investment Manager for an aggregate initial corpus of ₹ 0.02 million. Also, the second
scheme of the Trust i.e. PropShare Titania has been settled by the Investment Manager. The principal place of business of the
Property Share Investment Trust is situated at 16th Floor, SKAV Seethalakshmi, 21/22, Kasturba Road, Bangalore 560001,
India.
PropShare Titania, the second scheme of the Trust, is proposing to have an SPV under its structure (“Titania SPV”), in
accordance with the REIT Regulations. PropShare Titania is in the process of purchasing of entire shareholding from the
existing shareholders of the Titania SPV. Further, the current shareholders of the Titania SPV (as disclosed below) are not
related parties or associates of the SM REIT, as per the definition under REIT Regulations.
The details of the Titania SPV as of the date of this Key Information of the Scheme are provided below:
Details of the Titania SPV
The Titania SPV was incorporated on September 29, 2017, as a private company limited by shares under the name of “Eranthus
Developers Private Limited” under the Companies Act, 2013 at Godrej One, Pirojshanagar, Eastern Express Highway, Vikhroli
(East), Mumbai, Maharashtra – 400 079.
Capital Structure of Titania SPV as on the date of this Key Information of the Scheme is as follows:
Particulars Equity/ Preference shares
Authorised capital ₹1,04,00,00,000 divided into 10,40,00,000 equity shares of ₹10 each and ₹45,00,00,000 divided into 45,00,000
preference shares of ₹100 each.
Issued capital ₹82,60,00,000 divided into 8,26,00,000 equity shares of ₹10 each
Subscribed capital ₹82,60,00,000 divided into 8,26,00,000 equity shares of ₹10 each
Paid-up capital ₹82,60,00,000 divided into 8,26,00,000 equity shares of ₹10 each
Equity shareholding pattern of Titania SPV 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)
GOF I (Master A) Pte. Ltd. 6,71,12,500 10 67,11,25,000 81.25
Anamudi Real Estates LLP 1,54,87,500 10 15,48,75,000 18.75
Total 8,26,00,000 - 82,60,00,000 100.00
Compulsory Convertible Debentures existing as on the date of this Key Information of the Scheme*:
Name of debenture holder Number of Face value Amount (in ₹) Percentage of holding
debentures (in ₹)
GOF I (Master A) Pte. Ltd. 6,71,125 1,000 67,11,25,000 81.25
Anamudi Real Estate LLP. 1,54,875 1,000 15,48,75,000 18.75
TOTAL 8,26,000 - 82,60,00,000 100.00
* The terms of the CCDs will be varied such that the CCDs are cancelled, and OCDs are issued against them post the Bid/ Issue Closing Date and prior
to filing the Final Key Information of the Scheme..
Acquisition of the Titania SPV by the Trust under PropShare Titania
The Investment Manager proposes to acquire of the entire shareholding in the Titania SPV. The Investment Manager, acting
on behalf of PropShare Titania, had executed a binding term sheet dated March 28, 2025, with Titania SPV and its shareholders.
Pursuant to the same, the Share Purchase Agreement has been executed between the Investment Manager, Trust and Trustee
(acting on behalf of the Trust and PropShare Titania) with Titania SPV and the shareholders, GOF I (Master A) Pte. Ltd.
(“GOF”) and Anamudi Real Estates LLP (“Anamudi”) holding 100% (one hundred per cent) of the issued, subscribed, and
fully paid-up share capital of Titania SPV (collectively, GOF and Anamudi are hereinafter, “Sellers”), regarding proposed
acquisition of Titania SPV and the underlying SM REIT Asset. For key terms of the SPA, see “Use of Proceeds – Acquisition
of the entire issued and paid-up equity share capital of the Titania SPV as per the Share Purchase Agreement” from page 153
to 157. While we have executed the SPA for the transfer of equity shares of the Titania SPV to the PropShare Titania, the
consummation of the same is subject to certain conditions, such as (i) providing confirmation that the existing leave and license
agreements of the Titania SPV are valid and subsisting in nature, and no notice to vacate have been received; (ii) providing of
all relevant documents and information required to file the necessary form filings to effect the transfer of the equity shares; and
55(iii) satisfaction of the conditions precedent under the CCD Purchase Agreement (the conditions of the CCD Purchase
Agreement include, amongst others, dematerialisation of the existing CCDs, and providing of all relevant documents and
information by the Sellers, necessary to complete the form filings to effect the transfer of CCDs). For further details, see “Risk
Factors – While we have executed the definitive agreements with respect to the Formation Transactions, the closing of these is
subject to fulfilment of certain conditions. Therefore, our ability to consummate these transactions will impact the ability of the
Investment Manager to complete this Issue” from page 41 to 42.
The Investment Manager has not entered into any contractual arrangements with any third party which provides it a right of
first refusal (“ROFR”) in respect of the assets under PropShare Titania.
56PARTIES INVOLVED IN PROPSHARE TITANIA
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 auditors of the PropShare Titania for the financial
year 2024-2025. The Auditor has been further appointed from the beginning of financial year 2025-2026, till the conclusion of
the annual general meeting in financial year 2028-2029, subject to the approval of the Titania Unitholders at the first annual
general meeting. For details in relation to the registered office address, correspondence address, contact person and contact
details, please see the section entitled “General Information” from page 37 to 40.
Terms of appointment and removal of the Auditor
Please note that the capitalised terms used hereunder shall have the meanings ascribed to such terms in their respective
documents.
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 Titania, 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 Titania 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 Titania Unitholders in accordance with the procedure for selection of Auditors, 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 Trust
or its Schemes 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
Titania is taken up at a meeting of the Titania Unitholders at the request of the Titania Unitholders, such removal of
the Auditor shall be approved by the Titania 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 Titania 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, Securities and Exchange Board of India (“SEBI”) or any other relevant act/ regulation;
2. The Auditor shall, to the best of its information and knowledge, ensure that the accounts and financial statements give
a true and fair view of the state of the affairs of the PropShare Titania, including profit or loss and cash flow for the
period and such other matters as may be specified;
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 Titania;
4. 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;
575. The Auditor shall have a right to require such information and explanation pertaining to activities of PropShare Titania
as it may consider necessary for the performance of its duties as auditor from the employees of PropShare Titania or
parties to the Property Share Investment Trust or the SPVs 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 Titania 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 (Valuer Registration Number:
IBBI/RV/02/2021/14284 as the valuer to the PropShare Titania. In accordance with the SEBI REIT Regulations, the Valuer
has undertaken a valuation of the SM REIT Asset which are proposed to be acquired by the PropShare Titania and has prepared
their Valuation Report in relation to such valuation as on March 31, 2025, which Valuation Report has been included in this
Key Information of the Scheme on Annexure 3.
Background of the Valuer
The Valuer is not an associate of the Investment Manager or the Trustee and has not less than five years of experience in the
valuation of real estate. The Valuer is an independent valuer under the SEBI REIT Regulations. The Valuer has carried out
valuation of SM REIT Asset of the PropShare Titania in accordance with Regulation 26ZJ and Schedule V of the SEBI 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 SEBI REIT Regulations. To arrive at a market value of the SM REIT Asset, the Valuer has carried
out an impartial, true, fair and detailed analysis of the SM REIT Asset on the basis of his independent professional judgment
and has additionally placed reliance on the market data prepared by JLL. The Valuer’s corporate office is situated at IA India
Accelerator, A-41, 5ᵗʰ Floor, The Iconic Corenthum, Tower C, Sector 62, Noida 201301, Uttar Pradesh, India.
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/Project/Client
Mindspace REIT Mumbai, Pune, Hyderabad, Chennai; K Raheja Corp. Investment Managers Private Limited
PropShare Platina SM REIT Bengaluru; PropShare Investment Managers Private Limited
Appointment of the Valuer of the PropShare Titania
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 Titania (“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 Titania Unitholders in
accordance with REIT Regulations.
3. 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 Titania Unitholders may request for removal of the Valuer and appointment
of another valuer to PropShare Titania 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.
587. 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
Titania.
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 Titania 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 Titania’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 Titania, shall not, (i) invest in
Titania Units or in the assets being valued; and (ii) sell the assets or Titania Units held prior to being appointed as the
Valuer, till the time such person is designated as Valuer of PropShare Titania and not less than six months after ceasing
to be valuer of PropShare Titania;
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 Titania 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 Titania from any
person other the Property Share Investment Trust or its authorised representative;
10. The Valuer shall before accepting any assignment, from any related party of the Property Share Investment Trust, or
PropShare Titania, disclose to PropShare Titania 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 Titania 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;
13. 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 SM REIT Asset 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 SM REIT Asset, 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
59The NAV of PropShare Titania shall be declared and disclosed to the Stock Exchange based on the latest valuation report as
on March 31st of respective financial years and upon occurrence of any material development.
60FORMATION TRANSACTION IN RELATION TO THE PROPSHARE TITANIA
The 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 and February 21, 2025. The Property Share Investment 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 Property Share Investment Trust has been settled by the Investment Manager for an aggregate initial
corpus of ₹0.02 million.
PropShare Investment Manager Private Limited has been appointed as the Investment Manager to the Property Share
Investment 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 Property Share Investment Trust.
Pursuant to the PropShare Titania, the Project Titania is proposed to be held through the Titania SPV, in accordance with the
REIT Regulations.
Presently, Titania SPV is owned and controlled by selling shareholders, i.e. GOF I (Master A) Pte. Ltd. and Anamudi Real
Estates LLP, collectively holding 100% (one hundred per cent) of the issued, subscribed, and fully paid-up share capital of
Titania SPV. For further details please refer to the section titled “Overview of the PropShare Titania” from page 55 to 56.
The following chart illustrates the relationship between the Property Share Investment Trust, PropShare Titania, the Trustee,
the Investment Manager and the Titania Unitholders on the Listing Date (proposed structure of PropShare Titania.).
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 Titania, see “Our Business and Property” from page 23 to 36.
Share Purchase Agreement
The Investment Manager proposes to acquire of the entire issued and paid-up equity shareholding in the Titania SPV. The
Investment Manager, acting on behalf of PropShare Titania, had executed a binding term sheet dated March 28, 2025, with
Titania SPV and its shareholders. Pursuant to the same, the Share Purchase Agreement has been executed between the
Investment Manager, Trust and Trustee (acting on behalf of the Trust and PropShare Titania) with Titania SPV and the
shareholders, GOF I (Master A) Pte. Ltd. (“GOF”) and Anamudi Real Estates LLP (“Anamudi”) holding 100% (one hundred
per cent) of the issued, subscribed, and fully paid-up share capital of Titania SPV (collectively, GOF and Anamudi are
hereinafter, “Sellers”), regarding proposed acquisition of Titania SPV and the underlying SM REIT Asset (“SPA”). For key
terms of the SPA, see “Use of Proceeds – Acquisition of the entire issued and paid-up equity share capital of the Titania SPV
as per the Share Purchase Agreement” from page 153 to 157. While we have executed the SPA for the transfer of equity shares
of the Titania SPV to the PropShare Titania, the consummation of the same is subject to certain conditions, such as (i) providing
confirmation that the existing leave and license agreements of the Titania SPV are valid and subsisting in nature, and no notice
to vacate have been received; (ii) providing of all relevant documents and information required to file the necessary form filings
to effect the transfer of the equity shares; and (iii) satisfaction of the conditions precedent under the CCD Purchase Agreement
(the conditions of the CCD Purchase Agreement include, amongst others, dematerialisation of the existing CCDs, and providing
of all relevant documents and information by the Sellers, necessary to complete the form filings to effect the transfer of CCDs).
61For further details, see “Risk Factor – While we have executed the definitive agreements with respect to the Formation
Transactions, the closing of these is subject to fulfilment of certain conditions. Therefore, our ability to consummate these
transactions will impact the ability of the Investment Manager to complete this Issue” from page 41 and 42.
CCD Purchase Agreement
As per the Term Sheet, GOF I (Master A) Pte. Ltd. and Anamudi Real Estate LLP (“CCD Holders”) propose to transfer their
existing CCDs to Proxima Nova Private Limited (“Identified Third Party”), terms of which would thereafter be varied such
that the CCDs are cancelled and OCDs are issued against them. Further, the Identified Third Party, which is not a related party
to the Trust or parties to the Trust, has executed the securities purchase agreement dated July 11, 2025 with the Titania SPV
and its CCD Holders, for the purchase of the CCDs held by them (“CCD Purchase Agreement”). For further details, see “Risk
Factor – While we have executed the definitive agreements with respect to the Formation Transactions, the closing of these is
subject to fulfilment of certain conditions. Therefore, our ability to consummate these transactions will impact the ability of the
Investment Manager to complete this Issue” and “Use of Proceeds - Details of Utilisation of the Issue Proceeds - Providing
loan to the Titania SPV for extinguishment and redemption of the debenture liability of the Titania SPV, by redeeming the
OCDs (including any accrued interest) ” from page 41 to 42 and 157, respectively.
Investment Manager’s Contribution
Since the loans availed by the Titania SPV are intended to be repaid immediately upon the listing of the Titania Units, there
will be no leverage in the PropShare Titania upon of listing of Titania Units on the Stock Exchange, hence the Investment
Manager will contribute [●] million* towards subscription of [●] of Titania 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 Titania Units of the PropShare Titania 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 Units prior to the Bid/ Issue Opening Date and such Titania Units shall be
allotted to the Investment Manager on the date of Allotment.
Subsequently, the Investment Manager (on behalf of the PropShare Titania) shall utilize the Investment Manager’s Contribution
towards the objects of the Issue specified in the section titled “Use of Proceeds” from page 153 to 160.
* To be updated in the Final Key Information of the Scheme
62INDUSTRY OVERVIEW
We commissioned the “Industry Report for PropShare Titania” dated June 27, 2025 (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, including the Trust and
the Schemes of the Trust’s financial statements. However, financial information relating to the Trust and the Schemes of the
Trust presented in other sections of this Key Information of the Scheme has been prepared in accordance with Ind AS and
restated in accordance with the REIT Regulations. Accordingly, the financial information of Trust and the Schemes of the Trust
in this section is not comparable with Ind AS financial information presented elsewhere in this Key Information of the Scheme.
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 Due Diligence Report and the Valuation Report which the Investment Manager has
commissioned on our behalf.” on page 45.
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. Currently, India is the world's fifth-largest
economy in terms of nominal gross domestic product (GDP). Looking to the future, it is projected that within the next four
years, India will surpass both Germany and Japan to become the world's third largest economy. This underscores the significant
growth potential and undeniable momentum of India's economy.
1 UN World Population Prospects 2022
63Figure 1.1: GDP 2024, current prices (USD bn)
3rd
US 29,185
2028
China 18,748
4th
Germany 4,659 2025
Japan 4,026
5th
2022
India 3,824
UK 3,645
6th
2019
France 3,162
Italy 2,372 7th
2015
Canada 2,241
10th
Brazil 2,171
2012
Source: IMF World Economic Outlook Database; JLL Research
India in a Global Context
The global economy is at a pivotal juncture, facing significant policy shifts and heightened uncertainty that are testing its
resilience. After a period of gradual stabilization following unprecedented shocks, major economies are now navigating a
complex landscape of trade policy changes. Recent waves of tariffs and countermeasures between major economies have
increased uncertainty to unprecedented levels. Progress on disinflation has mostly stalled, with inflation edging upward in some
cases. Recent data on real activity has been disappointing, with GDP growth trailing earlier forecasts and high-frequency
indicators pointing to slowing growth in many countries.
Given these challenges, the IMF projects global growth to moderate from an estimated 3.3% in 2024 to 2.8% in 2025, before
rebounding to 3.0% in 2026. This outlook is subject to significant downside risks, including potential escalation of trade
measures, prolonged policy uncertainty, financial market volatility, and rising long-term interest rates. The growth impact of
tariffs is expected to vary across countries, depending on trade relationships, industry compositions, policy responses, and
opportunities for trade diversification. Notably, India's growth outlook remains relatively more stable at 6.2% in 2025 and 6.3%
in 2026. This divergence from broader global trends highlights the potential for dynamic emerging markets to become engines
of global growth.
64Figure 1.2: Gross Domestic Product, constant prices; percentage change
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
The Indian economy faced significant challenges when the COVID-19 pandemic hit in 2020, leading to a 5.8% GDP
contraction in FY 2020-21. However, it demonstrated remarkable resilience in subsequent years, surpassing pre-pandemic
levels and maintaining its position as the fastest-growing major economy globally. In FY 2023-24, real GDP grew by 9.2%
year-on-year, driven by government capital expenditure and strong private consumption. In FY 2024-25, the Indian economy
continues to demonstrate resilience amid global headwinds.
The country 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 6.2% in FY 2025-26 and 6.3% in FY 2026-27. This
forecast, while positive, represents a slight moderation from the current year and is lower than previous projections due to
heightened levels of trade tensions and global uncertainty.
Figure 1.3: Real annual GDP growth
659.7%
9.2%
8.0% 8.3%
7.6%
6.8% 6.5% 6.5% 6.2% 6.3%
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
In FY 2024-25, India’s inflationary landscape has unfolded in different phases. The fiscal year began on a positive note. Retail
inflation, as measured by the Consumer Price Index (CPI) held steady at 4.8% in April and May. However, June saw a slight
uptick to 5.1%, primarily due to a sharp increase in food prices that outweighed the favourable base effects. July marked the
onset of the second phase, characterized by a statistical windfall. Despite persistent price pressures across food and core
categories, substantial favourable base effects led to a significant 1.5 percentage point reduction in headline CPI inflation,
bringing it down to 3.6%. August witnessed a marginal increase of 5 basis points, pushing inflation to ~3.7%, solely attributable
to base effects, as the overall price index remained static. The third phase began with a sharp and unexpected increase in
inflation. September saw a jump to 5.5%, followed by a further rise to 6.2% in October. This surge was primarily driven by an
unanticipated spike in food prices. Even core inflation, which had been subdued, registered an uptick in October. Since October,
inflationary pressures have continued to ease, with March 2025 marking the fifth consecutive month of decline. The headline
rate dipped to 3.3% from 3.6% in February, largely attributable to a slowdown in food price increases, particularly in the
vegetable category.
66The RBI projects CPI inflation for FY 2025-26 at 3.7%, with quarterly projections ranging from 2.9% to 4.4%. The inflation
outlook stays favourable, underpinned by subdued oil prices and abundant crop yields. Notably, recent surveys indicate a
downward shift in household inflation expectations, further reinforcing the positive trend in price stability. While the outlook
has turned decisively positive, concerns on lingering global market uncertainties and recurrence of adverse weather-related
supply disruptions pose upside risks to the inflation trajectory.
Figure 1.5: CPI inflation
6.7%
6.1%
5.5% 5.4%
4.9% 4.5% 4.8% 4.6%
3.6% 3.4% 3.7%
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26F
Source: MoSPI, RBI
Repo Rate
Headline inflation continues to follow a disinflationary trajectory, benefitting from both monetary policy actions and supply-
side developments. Having implemented a cumulative rate hike of 250 basis points between May 2022 and February 2023, the
Monetary Policy Committee (MPC) decided to keep the policy repo rate unchanged throughout 2024. In 2025, the Reserve
Bank of India's has cut the repo rate by a cumulative 100 basis points, marking a bold move in the face of global economic
headwinds. This decisive action amid global trade uncertainties signals a powerful commitment to economic revival. The move
is a clear vote of confidence in India's economic resilience, aiming to reignite consumption, investment, and improve consumer
sentiments in a challenging global landscape.
Figure 1.6: Repo Rate
9.0%
8.0%
7.7% 6.5%
7.0%
5.5%
6.0%
5.0%
4.0%
3.0%
2.0%
1.0%
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 consistent inflow of Foreign Direct Investment (FDI) in recent years. Notably, equity inflows reached a pinnacle of INR
442,569 crores in FY 2020-21. While many countries experienced declining FDI during the pandemic, India saw record-high
foreign investments in its computer services sector. The country was strategically positioned to meet the surging demand for
outsourced IT and business services from nations grappling with lockdown measures. FDI in India moderated from its peak in
FY 2022-23, primarily due to the adverse impact of the Ukraine conflict and the subsequent intensification of geoeconomic
fragmentation. However, FDI equity inflows in FY 2023-24 remained stable, mirroring the levels of the previous fiscal year.
Remarkably, FY 2024-25 saw a growth of 15% compared to 2023-24, underscoring continued investor confidence in India's
economic landscape despite external geopolitical challenges.
Figure 1.7: FDI equity inflows, INR crore
674,42,569 4,37,188
4,21,929
3,67,435 3,67,899
3,53,558
3,09,867
2,91,696 2,88,889
2,62,322
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25
Source: DPIIT
Exchange Rate
In FY 2024-25, the Indian Rupee experienced fluctuations against the US Dollar, ranging from 83.4 to 87.6 INR per USD. The
overall trend showed a depreciation bias until early March 2025, primarily due to the broad-based strengthening of the USD
amid geopolitical tensions and disruptions in global trade. However, the trend reversed in the last few weeks, with the rupee
appreciating against the dollar. This turnaround was supported by a combination of favourable global and domestic factors. A
decline in the US dollar index, signs of a weakening US economy, and sustained portfolio inflows into Indian markets
contributed to the rupee's strength.
Additionally, improved investor sentiment toward emerging markets, driven by optimism surrounding a potential easing in
trade tensions, encouraged capital inflows into India, further supporting the rupee's appreciation.
Figure 1.8: Exchange rate of the Indian Rupee vis-à-vis the USD (monthly average)
100
84.6
90
8066.4
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
p c p c p c p c p c p c p c p c p c p
A O A O A O A O A O A O A O A O A O A
- 6 - 6 - 7 - 7 - 8 - 8 - 9 - 9 - 0 - 0 - 1 - 1 - 2 - 2 - 3 - 3 - 4 - 4 - 5
1 1 1 1 1 1 1 1 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
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
Source: RBI
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 95.5 in March 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 122.4 in March 2025.
Figure 1.9: Consumer Confidence Indices
68160
140 122.4
120
100
80
95.5
60
40
20
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
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
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a
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o
- r
a
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
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
Conclusion
The global economic landscape is in flux, with recent trade tensions introducing new uncertainties and potential obstacles to
growth and inflation worldwide. Despite this, India's economic outlook remains relatively robust. The National Statistics Office
has estimated real GDP growth for FY 2024-25 at 6.5%. Domestic growth drivers have played a crucial role in supporting
economic expansion, even amid uncertain global economic conditions. Looking ahead, sustained rural demand, anticipated
urban consumption revival, increased government capital expenditure, higher capacity utilization, and healthy corporate and
bank balance sheets are expected to support growth. While merchandise exports face challenges from global uncertainties,
services exports are expected to remain resilient. However, headwinds from global trade disruptions pose downward risks.
Taking these factors into consideration, real GDP growth for 2025-26 is projected at 6.3%. Moreover, the long-term outlook of
the Indian economy remains optimistic, driven by factors such as its expanding middle class, expected growth in working-age
population, competitive unit labour costs, planned infrastructure augmentation, and healthy savings and investment rates.
Real estate has accounted for over 7% of the overall Gross Value Added (GVA) in the past decade, underscoring its integral
role in the economy. Following two challenging years of pandemic-related lockdowns and economic instability, the real estate
sector has undergone a robust recovery. Several factors have contributed to the sector's growth, including rapid urbanization,
rising income levels, enabling government reforms, a growing tech sector, and improved credit availability for developers.
Furthermore, the inflation outlook has turned decisively positive, which has afforded the RBI leeway to reduce the repo rate by
100 basis points, demonstrating a powerful commitment to economic revival. Additionally, consumer confidence has continued
to improve from its all-time low registered in July 2021. These promising indicators signal favourable conditions for the real
estate sector to thrive and expand in the coming years.
.
69CHAPTER 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. It is projected that the country’s population will reach it peak size around 2064 and then decline gradually. Notably,
India continues to maintain its status as one of the youngest nations globally, with a median age of 28.6 years and 42% of the
population below the age of 25. A young working population with high disposable incomes will play a crucial role in boosting
economic output and giving India an edge in its technology and innovation journey.
Additionally, population ageing is unfolding at a slower pace in India over an extended period. At present, the number of adults
aged 25-64 in India exceeds the number of children and youth under the age of 25 by around 20%. 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. The development and well-being of
this population holds the key to unleashing India's demographic dividend. Achieving this relies critically on investments in the
education and health of the youth. Additionally, it requires implementing policies that foster equal opportunities for women
and girls.
Figure 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. The country sees nearly 20 mn individuals migrating from rural to urban areas annually, combined with
intrinsic population growth inside urban areas.
According to the 2011 Census, the urban share of India's population stood at around 31%. Estimates for 2024 indicate an
increase to approximately 36.9%, with UNDP (United Nations Development Programme) projections suggesting that the
percentage of urban dwellers will surpass that of rural dwellers by 2046. By 2050, it is anticipated that more than 880 mn people
will reside in urban areas in India. 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
70Enabling 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
2017
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
200 201 2020
0 0
2014
2005
Securities and
2023
Exchange Board of
RE opens to FDI; SEZ
Act passed India (SEBI) Special Economic Zones
Notifies REIT (Fifth Amendment)
Guidelines 2016 Rules, 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 the country 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
71The 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 three to four years. As lease contracts expired, occupier exits piled up leading to a substantial
increase in SEZ vacancy.
Figure 2.4: IT/ITeS SEZ Vacancy Trends
Figure 2.4: IT/ITeS SEZ Vacancy Trends
17.1% 18.9%
15.6%
13.6%
10.0%
8.5%
149.7 159.7 171.6 183.4 191.9 188.5
2019 2020 2021 2022 2023 2024
SEZ Office Stock (mn sq ft) Vacancy
Source: JLL Research
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.
Already, we have seen that ~ 3 mn sq ft of operational SEZ stock has been reduced. with overall vacancy level declining to a
three-year low clearly indicating that a wider occupier base has supported faster space take-up in such assets.
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 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 public exchanges and adhere to regular reporting and governance standards. Regulatory oversight is
anticipated to inject greater market participation from retail investors, increasing liquidity in the real estate market.
Emphasis on Infrastructure Upgradation
72The 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
projects, 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, Sagarmala, and UDAN 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 2024, the real estate sector in India witnessed a significant surge in institutional investments, 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 coming 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
5,034 5,151
4,825
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
73is 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 select reputed developers, which is driving
consolidation in the market.
Figure 2.6: Distribution of institutional investments across sectors
3% 1% 1% 1% 3% 00%%
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% 45% Mixed Use
27%
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.
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 2.6: Number of STEM graduates across countries
74UK 670k Germany
13.5 mn
1.2 mn China Japan
3.6 mn
USA 970k
11.5 mn
India Philippines
Brazil 950k
1.6 mn
Australia
350k
Low talent cost High talent cost
Source: 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 journey of the Indian IT industry started with US-based companies beginning to outsource work to Indian-born tech
companies. The industry relied on cost arbitrage as its primary value proposition with organizations outsourcing back-office
functions and low-value tech development to India, driven by its low-cost talent pool. Ironically, it was during the dot com
bubble and the Y2K crisis that India’s IT industry received its biggest boost. India was able to leverage its human capital to
pitch in and ensure business continuity corporations around the globe. With increased visibility in the international arena and
improved confidence in solving complex problems, IT companies in India grew in terms of size as well as scope of services
offered. Indian firms became multinational companies with delivery centres across the globe. The resultant trust established
with companies across the globe laid the foundation for the growth of GCCs in India.
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 reach USD 254 billion in FY 2023-24, a 3.8% year-
on-year growth. Tech export revenues are poised to reach nearly USD 200 billion while the domestic technology sector is
expected to cross USD 54 billion. Despite the tough market conditions, the industry continues to be a net hirer, taking the total
employee base to 5.43 mn, a year-on-year growth of ~1%.
Figure 2.7: IT-BPM industry revenue, USD billion
245 254
227
191 196
167 177
154
143
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24E
Figure 2.8: IT-BPM Industry Headcount, mn
5.4 5.4
5.1
4.7
4.4
3.7 3.9 4.0 4.1
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24E
Source: NASSCOM, JLL Research
Expansion of Innovation Driven Businesses and Start-Ups
75Over 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 140,000 as of June 2024. 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 2.9: Number of unicorn start-ups in India
117
109 111
87
42
30
23
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%-70% 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.
76CHAPTER 3: OVERVIEW OF INDIA’S OFFICE MARKETS
Top Seven Office Markets of India: Snapshot
Table 1: Overview of India’s top seven office markets
Bengaluru Chennai Delhi NCR Hyderabad Kolkata Mumbai Pune Overall
Completed Stock, mn sq ft 216.6 78.5 155.0 134.7 29.3 156.4 83.1 853.7
Vacancy, % 11.9% 8.0% 22.3% 26.3% 16.4% 12.5% 14.3% 16.2%
Average Annual Net Absorption, mn sq ft 9.6 3.2 6.3 6.8 1.0 5.7 3.4 36.1
(2016 – 2024)
Average Annual New Completion, mn sq ft 12.2 3.2 7.2 10.7 1.1 6.0 4.4 44.9
(2016 – 2024)
Average Rent, 93.6 73.2 85.2 69.3 65.3 141.9 81.3 93.1
INR/sq ft/month
Source: JLL Research, Q4 2024
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 seven markets* in India have experienced a tremendous surge in
Grade A office stock, growing nearly 14.3 times, from ~59.5 mn sq ft in 2004 to around 853.7 mn sq ft as of December 2024.
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 seven markets, mn sq ft
21.5%
1100.0 1,038
976
917
900.0 854
810
763
712
670
700.0 633
580
545
516
479
500.0 439
408
373
341
291
300.0 248
200
153
117
85
60
100.0
-100.0
Source: JLL Research, Q4 2024
* Note: Top seven markets include 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. With well-established infrastructure, access to a highly skilled
workforce, and flourishing business ecosystems, these cities offer optimal conditions for companies seeking prime office
spaces.
77Figure 3.2: Distribution of Grade A office stock across India’s top seven markets
Kolkata
Chennai
3%
9% Bengaluru
25%
Pune
10%
Hyderabad
16%
Mumbai
18%
Delhi NCR
18%
Source: JLL Research, Q4 2024
Classification of Office Stock
Based on quality
As of December 2024, approximately 56% 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%
52% 52% 51% 49% 48% 47% 46% 45% 44% 44%
70%
60%
e
ra
h50%
s
%
40%
30%
48% 48% 49% 51% 52% 53% 54% 55% 56% 56%
20%
10%
0%
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Grade A+ Grade A
Table 2: Rental Trends (Grade A+ vs Grade A)
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Grade A+ 69.7 74.4 77.1 80.0 84.4 85.9 86.3 87.6 90.3 96.8
Grade A 66.0 65.7 66.7 67.7 69.5 69.3 69.7 73.2 74.9 79.1
Source: JLL Research, Q4 2024
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 Ownership
As of December 2024, ~31% of India’s Grade A office stock is institutionally (institutional + REIT) held. The remaining is
divided, with ~42% under non-institutional, single ownership and the rest being strata titled. The southern markets of Bengaluru,
Chennai, and Hyderabad collectively account for ~56% of the total institutionally held stock.
78Alongside cost competitiveness, a rise in institutionalization and a growing emphasis on sustainability is driving the quality of
commercial real estate sector in India. This has fostered the development of a strong ecosystem for the sustainable growth of
India's office market. It is worth noting that projects owned by institutional investors consistently attract occupiers and
consequently enjoy higher occupancy levels compared to strata-owned assets. This signifies the preference for institutionally
owned projects and highlights their role in shaping the success of India's office market.
Figure 3.4: Distribution of office stock based on ownership
Institutional
Strata
21%
27%
REIT
10%
Non-Institutional Single
42%
Source: JLL Research, Q4 2024
Figure 3.5: Market-wise distribution of office stock based on ownership
100%
8.2% 10.1%
90%
26.5% 26.8%
34.5%
80%
45.0%
70% 40.4%
60% 58.4% 76.8%
e 32.4%
r
a
h s 50% 3.2% 34.9% 46.0%
%
40%
34.3%
13.0%
30%
11.3%
46.3% 13.1% 7.5%
20% 5.7%
11.1% 27.7%
10% 22.1% 17.5% 20.0% 10.9%
6.5% 9.6%
0%
Bengaluru Chennai Delhi NCR Hyderabad Kolkata Mumbai Pune
Institutional Owner REIT Non-Institutional Owner Strata
Source: JLL Research, Q4 2024
Based on Type
IT/ITeS SEZ space represents 22.1% of India’s Grade A office stock, translating to ~188.5 mn sq ft. The sunset clause withdrew
direct tax holidays for IT/ITeS SEZ units. The withdrawal of direct tax holidays for IT/ITeS SEZ units through the sunset clause
has had a significant impact on leasing activity. The imposition of compliance requirements without corresponding financial
benefits has resulted in a notable decrease in leasing activity within SEZ units. As lease contracts expired, a surge in occupier
exits occurred, leading to a significant rise in vacancy levels from ~10% in December 2020 to ~19% by end-2023. Post the
denotification amendment, the vacancy has for the first time fallen y-o-y to ~16% in December 2024. This now compares well
with the high-quality IT/ITeS office assets across India’s top seven markets that maintain a lower vacancy rate of ~14%. This
discrepancy highlights the leasing potential that has arisen as SEZ spaces are being denotified and designated as Non-Processing
Areas (NPA), allowing for their usage in the establishment and operation of businesses engaged in IT/ITeS activities.
79Figure 3.6: Distribution of office stock based on usage type
Source: JLL Research, Q4 2024
The SEZ spaces in India are primarily concentrated in the tech markets of Bengaluru, Chennai, Hyderabad, and Pune. Together,
these markets contribute nearly 80% of the total SEZ stock in the country.
Figure 3.7: Market-wise distribution of office stock based on usage type
100%
90%
80%
70%
67%
72% 70% 73%
60%
e 84% 86%
r a 94%
h 50%
s
%
40%
30%
20%
33%
28% 30% 27%
10%
16% 14%
6%
0%
Bengaluru Chennai Delhi NCR Hyderabad Kolkata Mumbai Pune
SEZ Non SEZ
Source: JLL Research, Q4 2024
Based on Green-Certification
Sustainability has become a top priority for businesses worldwide, with particular emphasis on achieving net zero carbon (NZC)
commitments. The built environment, responsible for nearly 40% of global carbon emissions is crucial for reducing carbon
emissions. Hence, ‘responsible real estate’ plays an important role in helping organisations achieve their ambitious
decarbonisation goals.
The Indian market is making significant strides towards sustainable real estate, as demonstrated by the growing presence of
green-certified office buildings. Notably, the penetration of green-certified office stock has increased from ~39% in December
2020 to ~59% in December 2024. Also, it is pertinent to note that there is substantial evidence confirming that green-certified
assets command a rental premium of 10-20% over their non-certified counterparts.
80Figure 3.8: Green-certified office stock, mn sq ft
503.3
264.0
2020 2024
Source: JLL Research, Q4 2024
LEED certifications clearly hold the edge among all popular rating systems. An impressive 81% of the green-certified Grade
A office stock currently holds a LEED rating, followed by IGBC at ~19%. It is worth noting that gold and platinum certifications
are the most prominent, making up a combined 92% of the total green office stock.
Figure 3.9: Green-certified stock by rating type, mn sq ft
34.4
5.5
193.5
0.2
173.0 36.7 0.5
57.4 2.0
USGBC LEED IGBC GRIHA
Platinum Gold Silver Certified
Source: JLL Research, Q4 2024
Trends in Supply, Net Absorption and Vacancy
The office market in India has shown considerable vibrancy over the past few years, setting new benchmarks in 2019. Net
absorption across the top seven cities in India grew at a robust 52% year-on-year, reaching a historic high of ~48.3 mn sq ft. At
the same time, new completions grew at 49% year-on-year, crossing the 50 mn sq ft mark. The market was expected to continue
its upward trajectory in 2020. However, the COVID-19 pandemic and subsequent containment measures brought about
unprecedented challenges for the office sector in 2020. On a year-on-year basis, net absorption, and new completions in 2020
dipped by 51% and 32% respectively.
In 2021, net absorption witnessed a marginal uptick, driven by an impressive Q4 leasing performance. The following year,
India’s office market made a full recovery as net absorption surpassed the four-year pre-pandemic average (2016-2019). 2023
was another historic year for India’s office market as net absorption in India’s top seven markets breached the 40 mn sq ft mark
and stood at ~42.0 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 49.95 mn sq ft.
Over the next three years, we anticipate that the market activity of 2024 will become the new norm, with net absorption through
2025-2027 expected to be higher for each year compared to 2024.
81Figure 3.9: New Completion, net absorption, and vacancy trends
100 20%
90
17.2% 17.2%
80 15.9% 16.2% 15.9% 15.7% 15.6% 16%
70 14.1% 13.8%
13.2% 12.9%
tf
q s n m n i a e rA
23456 00000
9 .8 3 2 .6 3 8 .0
3
4 .0
3
2 .6 3 6 .1
3
8 .3
512.6%
2 .8 4 5 .6 3
8
7 .5 4
1
7 .8 5 9 .7 3 6 .3 5 0 .2 4 5 .9 4 0 .0 5 9 .2 6 0 .6 5 4 .9 5 7 .1 5 7 .1 6 2 .3 5
481 %%2%
% y c n a c a V
.3 .4
2 2
10
0 0%
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025F 2026F 2027F
New Completion (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q4 2024
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 on a y-o-
y basis (Q4 2024 vs Q4 2023) have increased across all cities, with Kolkata witnessing the maximum growth of 10.0%, followed
by Hyderabad and Bengaluru with a growth of 8.2% and 5.6%, respectively. Mumbai, Delhi NCR, Chennai and Pune recorded
5.0%, 4.9%, 3.5% and 2.2% y-o-y rental growth, respectively.
Figure 3.10: Market-wise rental index trend
150
145 Bengaluru , 146
140
Hyderabad, 139
135 Chennai , 135
0
0 Pune , 131
1 130
=
6 1 Kolkata, 128
0
2 125
4
Q
:tn 120
e
R
115 Mumbai , 115
110
Delhi NCR, 109
105
100
2016 2017 2018 2019 2020 2021 2022 2023 2024
Source: JLL Research, Q4 2024
Trends in Gross Leasing Activity
Gross leasing in India’s top seven markets exceeded the 60 mn sq ft milestone for the very first time in 2023, reaching an
impressive 62.98 mn sq ft, a significant 26.4% 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 77.2 mn sq ft across the top seven cities is the best-ever for the India office market, outshining the previous peak recorded
in 2023 by a significant 22.6% y-o-y.
82Figure 3.11: Gross leasing trends
90.0
77.2
80.0
70.0 63.0
58.8 58.7
tf
q
60.0 53.8
49.8
53.6
49.5
s
n m n 45 00 .. 00 38.9 40.8 37.1 36.2
47.2
36.5 41.9
45.7
33.5 N Coe mw pletion
i
a
30.8
e rA 30.0 Gross Leasing
20.0
10.0
-
2016 2017 2018 2019 2020 2021 2022 2023 2024
Source: JLL Research, Q4 2024
Bengaluru and Delhi NCR followed by Mumbai, Chennai and Hyderabad have dominated the gross leasing activity over the
last few years. For the full year of 2024, Bengaluru and Delhi NCR accounted for 28.5% and 22.9% of the yearly gross leasing,
respectively.
Figure 3.12: Distribution of gross leasing by markets
100%
5%
9% 11% 10% 9% 9%
90% 7%
10% 1% 12% 13% Pune
80% 1% 15% 20%
18% 3% 2%
Mumbai
2%
70% 16% 1% 15% 14%
14%
11%
60% 19% Kolkata
50% 22% 23%
28% Hyderabad
24% 25%
15%
40%
10% Delhi NCR
15%
30% 9% 10%
12%
20% Chennai
35%
28%
10% 26% 24% 22% 25%
Bengaluru
0%
2016-2019 Yearly 2020 2021 2022 2023 2024
Avg
Source: JLL Research, Q4 2024
Sectors 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 this year with its share rising to
25.8% 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 the evolving workplace and portfolio strategies across
industries. The flex segment had a substantial 19.8% share in the annual leasing numbers, 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.
83Figure 3.13: Sector-wise share of gross leasing
100%
9% 7% 10% 11% 7%
13% Telecom,Healthcare-Biotech,
2%
90% 5% Real Estate & Construction
3%
8% 2% 6%
80% 21% 17% Miscellaneous
13% 22% 14% 18%
70% Manufacturing / Industrial
60%
26%
IT & ITeS
28% 21%
34%
50% 38% 29%
1% 2% E-Commerce
40% 2%
16%
3% 20% Co-Working Provider
30% 4% 9% 19%
11%
10% 9% 10%
20% 6% Consultancy Business
8% 9%
5%
7%
10%
18% 17% BFSI
11% 12% 13% 12%
0%
2016-2019 2020 2021 2022 2023 2024
Yearly Avg
Source: JLL Research, Q4 2024
The Road Ahead
Hybrid a reality but with an ‘Office-first’ approach
The role of an office has evolved. It is a place to collaborate, foster innovation and help companies communicate their values,
ethos, and culture to their dynamic and diverse workforce. Given this context, the significance of bringing employees back to
offices, albeit in a hybrid or phase-wise manner has become critical. Corporates continue to be on a transformation journey
with respect to RTO (return to office), with flexibility in the workplace and provision of unique offerings to employees being
key to facilitate their journey back to office. Employee experience through evolved workplaces, immersive services and
flexibility in working will be key in the war for talent. Companies have started charting out their return to office plans in a
phased manner and are taking up new spaces to cater to their increased headcount requirements. Office portfolios are likely to
expand further as hybrid working evolves with a strong ‘office-first’ approach.
Also, over the past couple of years, many firms in India have increased their employee pool without taking up additional office
space to accommodate said employees. In such scenarios, hybrid and work from home models are more of a ‘necessity’ than a
‘preference’. This ‘pent-up demand’ is expected to translate into additional space leasing over the next few years.
Figure 3.15: Return to office across markets
Dec- Mar- Jun- Sep-21 Dec- Mar- Jun- Sep-22 Dec- Mar- Jun- Sep-23 Dec- Mar- Jun- Sep- Dec-
20 21 21 21 22 22 22 23 23 23 24 24 24 24
Bengaluru
Chennai
Delhi NCR
Hyderabad
Kolkata
Mumbai
Pune
Low (< 50%) Medium (50%-70%) High (70%-90%) Normal (90%+)
Source: JLL Research, Q4 2024
84Focus 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 will become 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
long-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 ~245+ 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 3.16: Grade A office space occupied by GCCs, mn sq ft
300+
245+
174.7
65.7
Q4 2012 Q4 2017 2024 2027F
Source: JLL Research, Q4 2024
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 favouring 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 3 years with the corresponding office occupancy footprint expected to grow
to over 300 mn sq ft. India’s status as a GCC powerhouse has been built on its longstanding and successful service delivery
models which have supported global firms increasingly in their business transformation journey. As the GCC ecosystem
evolved in India, it has not been a surprise that the country’s talent pool has continued to deliver complex services and tech
solutions to the global parent and its client base. India’s 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 3.17: Number of GCC units in India
2,350+
1,950+
2024 2027F
85Source: JLL Research, Q4 2024
India’s office market to remain growth-oriented
India’s strong leasing momentum is driven by its strong tech ecosystem which is seeing strong offshoring and R&D work across
multiple sectors. The combination of the available and qualified talent pool, cost advantage and quality real estate is creating a
sustained growth trend even as the country’s office markets were impacted to a limited extent by the global headwinds.
India office market scaled new peaks in 2024 and surpassed even the optimistic forecasts to exceed 77 mn sq ft occupier leasing
volumes. As ‘office to the world’, India is key to headcount augmentation and capacity growth for global firms, while domestic
occupiers remain ebullient in the wake of economic resilience and growth opportunities. This has created a sustained runway
for the market to grow further.
India’s office sector has grown at a remarkable pace, driven by strong market fundamentals. At the same time, India continues
to be the most affordable real estate market amongst its global and regional peers, making it a preferred destination for
businesses looking to optimize expenses. The cost advantage is particularly evident in the tech cities of India, namely Bengaluru,
Hyderabad, Pune, and Chennai. With office spaces often available at dollar rentals, these markets have accounted for ~60% of
the overall office market activity over the past eight to nine years.
The growth markers in the office market are expected to pivot around GCC activity – driven by expansion of existing ones and
new entrants across multiple sectors. Core markets and quality real estate assets will be in focus as GCCs push forward on
expanding their footprint, with talent availability and costs to be key driving factors as well. India’s emergence and continued
strengthening as an innovation geography, spearheading new domains centered around AI and emerging technologies while
enhancing focus on engineering R&D capabilities are likely to power demand activity over the next decade.
Figure 3.18: Rental Comparison: Q4 2024 Average Office Rent (USD/sq ft/month)
Source: JLL Research, Q4 2024
86CHAPTER 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 organized and formal platforms, lower transaction costs, tax savings, easy
liquidity and access to professional 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. 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.
Figure 4.1: Key REIT Highlights
The operational office space held under REITs in India experienced significant growth, more than tripling from 24.8 mn sq
ft as of March 31st, 2019, to 89.9 mn sq ft as of December 31st, 2024
Approximate occupancy in the operational office portfolios as of December, 2024 stands at: Embassy REIT-87%,
Mindspace REIT-86.2%, Brookfield REIT-87%, Nexus REIT-97% (average occupancy of ~81% across the operational REIT
office portfolio)
The approximate Weighted Average Lease Expiry (WALE) of the office portfolios as of December, 2024 stands at: Embassy
REIT-8.2 years, Mindspace REIT-7.2 years, Brookfield REIT-7.1 years, Nexus REIT-4.8 years; highlighting the long-term
stability of active leases in the portfolios
Over FY 2023-24, the distribution yield ranged from ~5.5% to 7.2%. For Embassy REIT, the yield was ~5.7-6.2%; for
Mindspace REIT, it was around 5.5-6.0%, for Brookfield REIT, it ranged from 6.7-7.2% and for Nexus Select Trust, the yield
was ~5.6-6.1%.This indicates the annual return on investment generated in the form of distributed income. Additionally,
investors may 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 process managers, streamlining the process. They form 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
87as 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.
88Key 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 hos
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
Around 40.0% of the overall Grade A office stock in the top seven cities of India, currently valued at ~USD 44 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
89Grade A Office stock, SM REIT-worthy stock, Investment Potential,
mn sq ft mn sq ft USD bn
Bengaluru 216.6 53.4 7.4
Chennai 78.5 29.3 3.1
Delhi NCR 155.0 76.2 7.9
Hyderabad 134.7 43.2 3.3
Kolkata 29.3 23.2 2.2
Mumbai 156.4 84.9 16.5
Pune 83.1 31.0 3.7
Overall 853.7 341.2 44.2
Source: JLL Research, Q4 2024
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 86
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 15.6 bn in Gross Asset Value
within a span of five 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
~
Q4 2024 2030F
Source: JLL Research, Q4 2024 10x increase
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 amount
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
centers, may be considered infrastructure if they meet specific criteria related to investment size, location, and
function.
903. 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. Four SM REITs are now registered with SEBI. Till now, Property Share Investment Trust has already listed its first
product offering/scheme – Propshare Platina in December 2024.
Why SM REITs
ILLUSTRATION 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. Going forward, there is possibility of SM
InvIT regulations hitting the market to enable FOP ownership of regulated “infrastructure status” assets including logistics and
warehousing. 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.
91CHAPTER 5: MUMBAI OFFICE MARKET OVERVIEW
Evolution of Mumbai’s Office Market
Mumbai, India's financial centre, hosts the headquarters of key public sector banks, insurance companies, and government
organizations. With a diversified economy comprising BFSI, consulting, pharmaceuticals, IT, and manufacturing sectors,
Mumbai represents rapid economic development. It is a global trade and investment hub, with major ports and stock exchanges,
attracting foreign investments and institutional investors. Additionally, the city's vibrant creative industries contribute
significantly to its GDP. Mumbai's office real estate market thrives on its status as an economic powerhouse, offering
opportunities for businesses across sectors.
Mumbai, a bustling metropolis boasts a vibrant economy and is one of the key industrial hubs of India. Situated on the Western
coast of the country, the city serves as a centre for commerce, trade, and finance. It houses the headquarters of numerous
multinational corporations, top financial institutions, and major Indian companies. The city’s financial sector benefits from a
favourable ecosystem enabled by the presence of the Reserve Bank of India, the Bombay Stock Exchange, as well as India’s
the Securities and Exchange Board of India. Its strategic location, well-developed infrastructure, and connectivity through air,
road, and rail networks make it a preferred destination for businesses. The city's robust economy is fueled by various sectors,
including finance, banking, information technology, manufacturing, entertainment, media, and services. Mumbai contributes
~5-6% to the overall GDP of the country and is also the top contributor to the country’s exchequer, accounting for nearly 1/3rd
of India’s overall direct tax collections.
Mumbai’s real estate market holds the distinction of being one of the most expensive markets in India. The capital values and
rents in prime office submarkets rank among the highest in the country. However, despite these high costs, the market continues
to exhibit strong activity levels. The office real estate market in Mumbai ranks as the third largest in India in terms of Grade A
office stock, surpassed only by Bengaluru and Delhi NCR. The city’s ability to cater to a diverse range of industries, attract top
talent, and provide excellent business support services ensures that Mumbai continues to attract domestic as well as international
businesses looking to establish or expand their presence in India.
Figure 5.1: Overview of Mumbai Office Market
Mumbai experienced its highest decadal population growth rate between 2001 and 2011. Importantly, the dependency ratio is
low at 34% and the population is relatively young with only 7% of individuals over 64 years in age. Also, the household
disposable income in Mumbai is amongst the highest compared to all cities in India with more than 60% of the spending on
necessities like housing, food, and transport.
Mumbai's real estate market is highly competitive and expensive, with various industrial areas and ports facilitating trade and
exports. The city is also witnessing significant infrastructure development projects, encompassing business districts, residential
complexes, and transportation networks. However, Mumbai faces challenges related to overcrowding, traffic congestion, and
inadequate infrastructure. To address these issues and enhance the quality of life for its residents, the city is actively involved
in urban development initiatives.
Table 1: Mumbai Demographic and Economic Profile, 2023
GDP (2023: current prices) INR 11.7 trillion
Household disposable Income (2023: current prices) INR 1.3 million
Population 19.4 million
Total employment 6.7 million
92Median Age Group 25-29 years
No. of households 4.81 million
Average Household Size 4.03 persons
Source: Oxford Economics, JLL Research
Mumbai’s Infrastructure Overview
Mumbai boasts a diverse range of transportation options, catering to the needs of millions of residents and commuters. It has
the largest suburban rail network in India, which helps thousands of commuters travel within the city and its suburbs daily.
However, the rapid expansion of Mumbai has resulted in more and more people living away from central Mumbai. This has
led to a mismatch between the location of jobs and the location of the working population. For such people, the Mumbai
suburban rail network has been the primary mode of commuting. However, the suburban rail only provides north south
connectivity whereas east-west connectivity remains a challenge, resulting in traffic congestion during peak hours. The
upcoming infrastructure developments will improve east-west connectivity, connect areas not served by the suburban rail and
reduce travel time between residential and commercial hubs. The realization of the infrastructure development plan can herald
a new era for public transportation in Mumbai. It is expected to drive a modal shift away from motorized vehicles, while the
share of metro transport and monorail is likely to increase significantly.
Figure 5.2: Existing and Upcoming Infrastructure of Mumbai
Existing Infrastructure
W Western Railway (Local)
C Central Railway (Local)
H Harbour Railway (Local)
1 Metro Line 1 : Versova to Ghatkopar
7 Metro Line 7 : Andheri to Dahisar
2A Metro Line 2A : Dahisar to Andheri
3 Metro Line 3: Phase 1 –BKC -SEEPZ
NM Navi Mumbai Metro : Belapur to Taloja
1 Eastern Freeway
2 Eastern Express Highway
3 Bandra Worli Sealink
4 Western Express Highway
5 Thane Belapur Road
6 Mumbai Trans Harbour Link (Atal Setu)
8 Mulund –AiroliRoad
7 Coastal Road (Phase 1)
International Airport
Upcoming Infrastructure
2B Metro Line 2B : DN Nagar to Mankhurd (2025)
3 Metro Line 3 : Colaba –Bandra –Seepz (2025)
Phase 2 : Colaba –Bandra (2025)
4 Metro Line 4 : Wadala to Kasarvadavali (2026)
5 Metro Line 5 : Thane to Kalyan (Phase 1: 2026)
6 Metro Line 6 : Lokhandwala to Vikhroli (2026)
7A Metro Line 7A : Extension to Airport (2026)
8 Metro Line 8 : Andheri Airport to Proposed Navi Mumbai Airport
(In planning phase)
9 Metro Line 9 : Dahisar to Shivaji Chowk (2026)
13 Metro Line 13 : Shivaji Chowk to Virar (In planning phase)
14 Metro Line 14 : Vikhroli to Badlapur (In planning phase)
7 Coastal Road (Phase 2 –2027)
8 Worli –Sewri Connector (2026)
9 Goregaon –Mulund Link Road (2028)
10 Borivali –Thane Tunnel (2028)
11 Airoli to Katai Naka Freeway (2025)
Upcoming Navi Mumbai Airport (2025)
Table 2: Impact of key upcoming projects
Project Name Completion Details Impact Zone
Timeline
Metro Aqua Line 3 2025 • Mumbai Metro Aqua Line 3 connects Colaba-Bandra-Seepz. CBD, SBD Central,
Phase-2 SBD BKC
93Project Name Completion Details Impact Zone
Timeline
• This line is divided into two phases. Phase 1- connects Aarey
and Bandra Kurla Complex (BKC) and has become
operational recently while Phase 2 which will connect BKC
and Colaba is likely to become operational by Mid-2025.
Coastal Road (Phase-2) 2029 • The construction work for the second phase of Coastal Road SBD North, Western
is likely to begin later in 2024. Suburbs
Versova – Dahisar
• Connects Versova in SBD North and Dahisar in the Western
Suburbs.
• Expected to ease traffic on the linking road and S.V. Road
between Andheri and Dahisar.
Navi Mumbai 2025 • The initial phase of Navi Mumbai airport will have one Ulwe, Uran, Karanjade,
International Airport runway and one terminal with a passenger capacity of 2 crore Panvel, Kalamboli
people that will become operational by March 2025.
• The subsequent phases will have a second runway, four
terminals, and a passenger capacity of 9 crore people.
Goregaon-Mulund Link 2028 • A 14 km long Eight-lane expressway with a total length of Western Suburbs,
Road and 27.6 km. Eastern Suburbs, Thane
• It connects Goregaon in the Western Suburbs and Mulund in
the Eastern Suburbs.
• This is expected to cut the travel time significantly between
the two suburbs.
Thane-Borivali Twin 2028 • 11.2 km stretch passing underneath Sanjay Gandhi national Thane and Western
Tube Tunnel Park. Suburbs
• Jupiter Hospital, Thane to Borivali
• To reduce travel time and provide alternate connection
between Thane and Western Suburbs from the current
Ghodbunder Road
Metro Line 4 – Green December • Wadala – Kasarvadavali – Gaimukh (32 stations) ~ 35.2 km Thane, with particular
Line 2025 stretch emphasis on its impact
on the Ghodbunder
• To improve connectivity to Eastern Express Highway, Road region
central railway, monorail, ongoing metro line 2B, metro line
5 & 6.
The infrastructure projects lined up will prove to be a gamechanger in connectivity across Mumbai and its suburbs, effectively
creating a homogenous development cluster spread across Thane and Navi Mumbai beyond the Mumbai municipal limits. As
connectivity improves and is further aided by multi-modal transit formats, enhancement of road linkages and improvement of
east-west connectivity, a ‘Third Mumbai’ axis is expected to develop around the Navi Mumbai International Airport influence
zone and the eastern corridor encompassing Thane, Bhiwandi and Kalyan.
Key Office Submarkets: Snapshot
Mumbai's Grade A office market spans an impressive 156.4 mn sq ft, reflecting the city's ongoing development and strong
occupier demand. This growth has been possible with the strong occupier demand momentum propelling the city’s development
and ensuring that average vacancy levels remain range bound. The 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, Mumbai has become an attractive destination for both domestic and international companies looking to establish
their presence in the country.
Table 3: Office Market Snapshot (As of 31st December, 2024)
Stock, mn sq ft. 156.4 (18.3% of overall India stock)
Vacancy, % 12.5
Net Absorption, mn sq ft (2019 – 2024) 32.5 (14.4% of overall India absorption)
Gross Leasing, mn sq ft (2019 – 2024) 39.5 (12.2% of overall India leasing)
94Average Rent, INR/sq ft/month 141.9
Source: JLL Research, Q4 2024
Figure 5.3: Mumbai Grade A office stock (mn sq ft)
178.8
169.9
162.9
152.6 156.4
143.8 147.6
135.8
127.3 131.4
121.4
115.2
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025F 2026F 2027F
Source: JLL Research, Q4 2024
Table 4: Overview of Mumbai’s office submarkets – Overall (As of 31st December, 2024)
Grade A Stock, (mn sq Vacancy (%) Average Rent, (INR/sq Net Absorption, (mn sq
ft) ft/m) ft) 2019 – 2024
CBD 6.8 4.3 207.0 0.2
SBD Central 21.0 16.4 206.4 4.5
SBD BKC 18.6 5.6 239.0 3.4
SBD North 26.8 12.0 127.6 5.1
Western Suburbs 23.8 12.7 134.0 6.3
Eastern Suburbs 18.6 10.6 138.3 3.7
Thane* 10.5 13.2 70.0 3.0
Navi Mumbai 30.3 17.2 69.4 6.1
Source: JLL Research, Q4 2024
* Property Share SM REIT submarket
Table 5: Overview of Mumbai’s office submarkets – Grade A+ (As of 31st December, 2024)
Grade A Stock, (mn sq Vacancy (%) Average Rent, Net Absorption, (mn sq
ft) (INR/sq ft/m) ft) 2019 – 2024
CBD 0.6 1.4 281.2 0.03
SBD Central 10.1 14.8 227.9 2.1
SBD BKC 8.8 0.3 297.6 1.8
SBD North 6.7 18.0 150.2 1.9
Western Suburbs 11.6 13.6 167.6 5.0
Eastern Suburbs 10.2 8.7 161.3 2.0
Thane* 4.9 2.4 75.8 1.6
Navi Mumbai 16.5 16.0 73.5 3.5
Source: JLL Research, Q4 2024
* Property Share SM REIT submarket
Thane offers cost conscious occupiers an advantage with rentals at a discount of approximately 50% and higher compared to
other suburban office clusters (includes Western Suburbs, Eastern Suburbs and SBD North micro-market) in the Mumbai office
market.
95Figure 5.4: Mumbai Sub-market wise Grade A+ Average Rent (INR/sq ft/month) (As of 31st December 2024)
297.6
281.2
227.9
167.6 161.3
150.2
75.8 73.5
CBD SBD Central SBD BKC SBD North Western Eastern Thane* Navi Mumbai
Suburbs Suburbs
Source: JLL Research, Q4 2024
* Property Share SM REIT submarket
Grade A+ vacancy in Thane is approximately 630-1,560 bps lower compared to other suburban office clusters (includes Western
Suburbs, Eastern Suburbs and SBD North micro-markets) in Mumbai office market.
Figure 5.5: Mumbai Sub-market wise Grade A+ Vacancy % (As of 31st December 2024)
18.0%
16.0%
14.8%
13.6%
8.7%
2.4%
1.4%
0.3%
CBD SBD Central SBD BKC SBD North Western Eastern Thane* Navi Mumbai
Suburbs Suburbs
Source: JLL Research, Q4 2024
* Property Share SM REIT submarket
Table 6: Overview of Mumbai’s office submarkets – Grade A (As of 31st December, 2024)
Grade A Stock, (mn sq Vacancy (%) Average Rent, (INR/sq Net Absorption, (mn sq
ft) ft/m) ft) 2019 – 2024
CBD 0.6 1.4 200.4 0.2
SBD Central 10.9 17.9 186.5 2.5
SBD BKC 9.7 10.3 186.8 2.0
SBD North 20.0 10.0 120.0 3.1
Western Suburbs 12.2 11.8 102.1 1.3
Eastern Suburbs 8.3 13.0 109.9 1.8
Thane* 5.6 22.6 70.1 1.4
Navi Mumbai 13.8 18.6 64.4 3.1
Source: JLL Research, Q4 2024
* Property Share SM REIT submarket
96Figure 5.6: Mumbai’s Office Market Definitions
Source: JLL Research, Q4 2024
Market Dynamics - Demand, Supply, Vacancy & Rental Trends
Following the challenging years of 2020 and 2021, the office market in Mumbai has experienced a significant resurgence. In
2023, the net absorption of office space surpassed the figures observed in 2019, indicating a strong recovery. The full year net
absorption of 7.1 million sq ft in 2024 is the highest in a decade. The boost in net absorption was mainly because of larger deals
in newly completed supply. These large deals were primarily from the BFSI, manufacturing and co-working provider sectors.
These numbers demonstrate the resilience and attractiveness of Mumbai's office market as it makes a strong recovery supported
by robust supply additions and strong occupier activity levels.
Figure 5.7: New completions, net absorption, and vacancy trends -Mumbai Overall
12
16%
15.6%
10 13.6% 13.4% 14.0% 14%
12.9%
12.5%
12%
8
%
tf q 6 0 .8 6 .7 1 10% y c n
s
n m
n
4 9 .5
4
8 .5 6 .5 1
.5
0 .6
.7 68 %% a
c a V
i a
e r 2
1 .4 .4 1 .4 7
.3
4%
A 2%
0 0%
2019 2020 2021 2022 2023 2024
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q4 2024
97Figure 5.8: New completions, net absorption, and vacancy trends -Mumbai Grade A+
12
16%
15.2%
10 14%
12.1% 12%
8 10.9% 11.5% 11.3% 11.5% %
tf
q 6
10% y
c
n
s 8% a
n c
m n i
a
4 8 .4
7 8
5 .5 8 .4 46 %% a V
e r A 2 3
.2
2 .3 9
.1
4
.1
1
.2
0
.1
7 .2 .3 .3 2%
0 0%
2019 2020 2021 2022 2023 2024
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q4 2024
The increase in rents in 2024 was mostly caused by higher rents in newly completed quality supply. On a yearly basis, the
Western Suburbs and SBD BKC sub-markets recorded the largest yearly rent growth, as vacancy remained restricted and
demand for quality assets remained high.
Figure 5.9: Submarket-wise rental index trend for overall
130
125 Western Suburbs, 125
120
0 Eastern Suburbs, 116
0
1
= 9 1 115 SBD Central, 114
0
2
4 Navi Mumbai, 110
Q
:tn
110 SBD BKC, 110
e Thane, 107
R
105 SBD North, 107
CBD, 101
100
95
Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024
Source: JLL Research, Q4 2024
Figure 5.10: Submarket-wise rental index trend for Grade A+
130
125
Western Suburbs, 124
Thane, 119
120 SBD Central, 119
0 SBD BKC, 119
0 1 = 115 Eastern Suburbs, 117
9 SBD North, 115
1
0
2
4
110 CBD, 110
Q
:tn
Navi Mumbai, 109
e 105
R
100
95
Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024
98Source: JLL Research, Q4 2024
Figure 5.11: Mumbai Rental trend Index
125
Grade A+ Pre-Covid CAGR: 1.2% Grade A+ Covid CAGR:- Grade A+ Post-Covid CAGR: 5.4% 121.2
Overall Pre-Covid CAGR: 1.2% 0.1% Overall Post-Covid CAGR: 3.4%
120 OverallCovid CAGR: -0.1%
115
0 111.7
0
1 114.6
=
6 1 110
0
2
:x
105.6 105.6
109.1
e 103.7 103.5
d 105
n
I tn 100.0 100.8 100.6 104.7 105.8
e R 103.7 103.5
100
101.5
100.8
100.0
95
90
2016 2017 2018 2019 2020 2021 2022 2023 2024
Overall Grade A+
Source: JLL Research, Q4 2024
Table 7: Rental CAGR comparison: Grade A+ vs Overall
CAGR % CBD SBD SBD BKC SBD North Western Suburbs Eastern Thane Navi Mumbai
2022-2024 Central Suburbs
Grade A+ 2.5% 5.9% 5.2% 4.7% 5.2% 3.1% 4.8% 3.6%
Overall 0.2% 4.4% 2.7% 2.5% 5.7% 2.7% 2.4% 3.6%
Source: JLL Research, Q4 2024
Thane has shown consistent rent growth versus the rest of Mumbai. Grade A+ rents in Thane have grown at a rate of 4.8%
CAGR, from 2022 till December 31, 2024 which is the 3rd highest among all Mumbai office micro-markets.
Classification of Office Stock
Based on quality
As of December 2024, a share of 43% of Mumbai’s commercial office stock, totaling around 67.7 mn sq ft, belongs to the
Grade A+ category. With a healthy influx of quality office space in the city, the share of Grade A+ stock is expected to be on
the rise, driven by rising preference for Grade A+ assets among occupiers.
Figure 5.12: Distribution of Mumbai office stock based on quality
Grade A+
Grade A 43.3%
56.7%
Source: JLL Research, Q4 2024
99Note: 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 ownership
As of December 2024, ~21% of Mumbai’s Grade A office stock, aggregating to ~32.4 mn sq ft is institutionally (institutional
+ REIT) owned, the remaining 123.9 mn sq ft is divided, with ~45.0% under strata ownership and the rest being non-
institutionally owned. There is a significant end-use and retail investor market in Mumbai which looks to purchase physical
office space. This has resulted in the city’s office stock having the highest share of strata buildings among all large office
markets in the country.
As a multi-sectoral city, Mumbai’s office demand is distributed across a wider industry base, allowing for multiple ownership
formats to exist. This in turn also creates opportunities for SM REIT-type structures to offer high-quality, well-leased assets for
investors who seek quality investment options with hassle-free management.
Figure 5.13: Distribution of Mumbai’s office stock based on ownership
Institutional
Owner
9.6%
REIT
11.1%
Strata
45.0%
Non-Institutional
Owner
34.3%
Source: JLL Research, Q4 2024
Based on usage type
Within the office market of Mumbai, IT/ITeS SEZ space accounts for limited ~6% share in the Grade A office stock, with
almost all of it located in the satellite city of Navi Mumbai. A near 50% share of Non-IT spaces is indicative of the front-office
nature of occupier demand in the city. However, IT stock stands at a robust 44.5%, with tech occupiers also emerging as a
strong segment in the city’s leasing landscape.
Figure 5.14: Distribution of Mumbai’s office stock based on usage type.
IT SEZ
5.7%
Non IT
IT 49.9%
44.5%
Source: JLL Research, Q4 2024
Based on Green Certification
Amid rising demand for green certified sustainable office spaces among occupiers, Mumbai as the third largest office market
in the country has 51.9% of is Grade A stock being green certified at the end of 2024. What is heartening is the fact that USGBC
LEED Gold & Platinum together make up over 74% of the green certifications.
100With a relatively lower green penetration still, in certain corridors there is a significant occupancy premium in green-certified
stock versus the rest, especially Thane, BKC and Eastern Suburbs. In some corridors where the difference is opposite, the
reasons are more green buildings being completed in recent times and hence there being a short-term vacancy increase in such
green certified assets. Since this is still a growing trend, a stronger polarization is likely to be visible going forward.
Figure 5.15: Distribution of Mumbai’s office stock based on Green Certification
Non- Green
Green certified
48.1% 51.9%
Source: JLL Research, Q4 2024
Trends in Gross Leasing Activity
In 2024, the Mumbai office market witnessed exceptional leasing activity, totalling 10.26 mn sq ft and setting a new record.
The BFSI sector continued to dominate the leasing activity, with flexible workspace providers, IT/ITeS and manufacturing
companies following closely behind. Domestic firms led the leasing activity, contributing approximately 66% of the total
leasing volume. The leasing activity in Mumbai remains largely driven by domestic occupiers. Indian corporates, including
major conglomerates, are primary takers in the city's office space market. Mumbai's status as the hub for Indian conglomerates
and the presence of domestic multinationals contribute to the strong demand for office space from these entities.
Figure 5.16: Gross leasing trends
12.0
10.3
9.7
10.0
tf q 8.0 6.9 8.0 7.3 7.6
s 6.5
n 5.9 5.8
m 6.0 5.4 4.9 5.0 5.1
n 4.6 4.1 4.3 4.4
i
a e 4.0 2.9
r
A
2.0
0.0
2016 2017 2018 2019 2020 2021 2022 2023 2024
New Completions Gross Leasing
Source: JLL Research, Q4 2024
Figure 5.17: Sector-wise share of gross leasing in Mumbai
101100%
4%
12% 4% 8% 10% 8% Telecom,Healthcare-Biotech, Real
90% 3% 15% Estate & Construction
8%
10% 11% 1% 15% 16%
Miscellaneous
80%
17%
70% 14% 14% 12%
16% Manufacturing / Industrial
1.1%
60% 49% 6% 12% 11%
20% 1.5% 12% 0.7% IT & ITeS
50% 23% 8% 0. 30 %2% 13%
1.4%
E-Commerce
40%
10% 7%
20% 17%
4%
30%
10% Co-Working Provider
9%
20%
10% 35% 34% Consultancy Business
26% 28%
23%
10%
11%
BFSI
0%
2016-2019 2020 2021 2022 2023 2024
Yearly Avg
Source: JLL Research, Q4 2024
Outlook -Mumbai Office Sector
In the next 3 years, a total of around 22.4 mn sq ft of supply is expected to come on-stream with Eastern Suburbs likely to
contribute the maximum followed by SBD BKC and SBD Central. IT/ITeS, BFSI, fintech, consulting, healthcare and
manufacturing sectors are the likely drivers of demand moving forward. Preference for the suburban and satellite submarkets
will remain strong from occupiers seeking consolidation, especially from IT/ITeS segment. There is a rising demand for
buildings with sustainability and wellness features with occupiers placing importance on high-quality buildings, business
continuity planning and facility management moving ahead. Increased demand is expected from growth sectors, such as medical
technology, health analytics, online education, data centres, gaming, pharma and FMCG.
Figure 5.18: Outlook on New completions, net absorption, and vacancy trends - Mumbai Overall
12 14%
12%
10 11.7%
11.2% 11.0%
10%
tf
q
8 9.0
8.4 %
s
n m 6 7.1 6.9 6.9
8% y
c n
n
6.5
6%
a
c
i
a 4
a
V
e r 4%
A
2
2%
0 0%
2025F 2026F 2027F
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q4 2024
Figure 5.19: Outlook on New completions, net absorption, and vacancy trends - Mumbai Grade A+
10212 14%
12%
10
tf
q
8 9.5% 10%
s
n m n i
a e
6
5.8
7.7%
5.5
6.9 7.0% 7.0 68 %%
%
y c n a c
a V
rA 4 4.9
4.5 4%
2
2%
0 0%
2025F 2026F 2027F
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q4 2024
103CHAPTER 6: THANE OFFICE MARKET OVERVIEW
Evolution of Thane Office Market
Thane in the early days was a prominent industrial zone. Wagle Estate MIDC was one of the earliest industrial estates in the
Mumbai Metropolitan Region in 1962. Wagle Estate subsequently remained a key zone for industrial and later commercial
development.
Thane City is bounded by the Pokhran Road on the west, the Eastern Express Highway to the north and extends towards the
Thane Belapur Road in the East. Development of Ghodbunder Road as an office market is more of a recent phenomenon
compared to Wagle Estate. During early 2000s, the infrastructure improvements including road widening has been beneficial
for overall development in Thane. Thane’s major USP was that it had large land parcels suitable for campus developments in
MMR.
With Mumbai struggling to manage development needs, boundaries expanded to satellite towns and Thane began its transition
from being primarily an industrial area to a commercial hub. The IT/ITES Policy of 1998, which was later revised and updated
in subsequent years, played a crucial role in shaping Thane's transformation from an industrial suburb to a prominent IT
destination. With the policy aimed to promote growth in IT sector across the state, which included satellite cities like Thane,
the office market here is dominated by IT stock, thus becoming an attractive destination for the IT companies looking to setup
operations. Ghodbunder Road's office market developed more organically in response to market demands and urban expansion.
In 2023, MIDC announced major redevelopment plan for Wagle Estate, it aimed at modernization, infrastructure upgrade and
increased FSI in certain parts of Wagle Estate to allow higher-density development. The plan included converting parts of the
industrial zone into a mixed-use area, allowing for both commercial and residential developments. Thane being competitive in
the standard of living attracted lot of talent to the city in the MMR. This supported the growth of the office market making it
lucrative for the investors/developers as well as the organizations setting up their offices.
Thane – A sustainable Live-Work-Play ecosystem
Thane has evolved from an industrial town to a thriving satellite city that offers better planned developments, robust social
infrastructure and a rapidly growing residential market.
• With 10.5 mn sq ft Grade A office stock currently, Thane has seen its stock double over the past decade. Around 16%
of the current stock is currently of a Built-to-Suit to lease type and is 100% leased.
• Thane City during last 3 years (2022-2024) has an average share of 21% (average annual sales of ~12,000 units in
Thane City) in overall residential sales in Mumbai (including Mumbai Municipal limits, Navi Mumbai and Thane
City) and a similar 20% share in launches (average annual launches of ~14,000 units in Thane City)
• The residential market offers well-planned integrate residential communities along with standalone developments with
the presence of large national developers, with prices which are lower by 20-22% from the eastern suburbs and 35-
40% compared to western suburbs.
• It also has an organized retail stock of 1.8 mn sq ft - ~14% share in Mumbai’s retail mall stock.
Thane – The city of the future
With a spate on infrastructure projects underway which can enhance connectivity from and to Thane to other major nodes
across the city, Thane with its holistic ecosystem is poised to reap the benefits of these ongoing development works. Multi-
modal connectivity and plans for an internal metro ring line further will improve accessibility within Thane City, progressively
paving the way for an intense period of development in the future. The current residential and social infrastructure ecosystem
is a fertile ground for commercial development in the future with the cluster expected to be a prominent location for campus-
styled projects as well as tech operations to be housed here.
104Figure 6.1: Major upcoming infrastructure projects in the Thane submarket
Table 1: Overview of Thane office submarket
Thane Overall Thane BTS for Lease Thane Grade A+
Completed Stock, mn sq ft 10.5 1.7 4.9
Vacancy, % 13.2% 0% 2.4%
Net Absorption, mn sq ft (2019 – 2024) 3.0 0.5 1.6
New Completions, mn sq ft (2019 – 2024) 3.7 0.5 1.6
Average Rent, INR/sq ft/month 70.0 73.1 75.8
Cumulative Rent Growth Post Covid, % (2022-2024) 7.3% 12.7% 15.2%
Source: JLL Research, Q4 2024
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.
Thane Office Market Dynamics - Demand, Supply, Vacancy & Rental Trends
Thane has evolved rapidly from a distant industrial town to a real estate destination within MMR. The factors contributing to
Thane's growing popularity as a hub for commercial office space is its strategic location that offers excellent connectivity, the
area's recent economic growth, cost effectiveness of commercial real estate, and excellent project options that meet the needs
of businesses from diverse sectors. Relatively affordable office rentals in Thane in comparison to the country’s financial capital,
have resulted in many office occupiers considering Thane as a viable option for their footprint expansion or relocation.
Furthermore, a pipeline of mega infra projects in Thane have also been attracting several corporates and MNCs from IT/ITeS,
Pharma, BFSI, R&D and logistics sectors have been looking to consolidate in Thane. With several companies trying to
minimize their overall costs, corporates and start-ups have been shifting their base to Thane, attracted by its competitive rentals
and cost effectiveness.
Thane’s residential sector expansion offering affordable housing options to end users, the city being a part of the Smart Cities
Mission and its excellent social infrastructure including reputed schools, hospitals and malls have also added to Thane’s
popularity as an emerging office destination. Thane’s existing road and rail network and those in the pipeline like proposed
railway station between Thane and Mulund, extension of the Eastern Freeway to Thane, upcoming Thane-Borivali Twin
Tunnel, (India’s longest and largest urban tunnel project), proximity of Thane to the proposed Navi Mumbai International
Airport, expanding Metro network, the upcoming Thane-Kalyan Waterway Project and the Eastern Motorway extension from
Thane to Kalyan have all attributed to Thane’s growth as a prominent office hub.
105Figure 6.2: Prominent Office Developments in the Thane submarket
# Prominent Projects Prominent Tenants
1 iThink Thane Tata Motors Finance, Tata
Capital, Techint India, WTW
Global
2 Neptune Element Kotak Mahindra Bank
3 Kalpataru Prime CMA CGM, Awfis, Conneqt
Business Solutions
4 TCS Olympus TCS
5 Lodha Amara iThink Deloitte, DST Worldwide, C
Edge Technologies
6 Quantum IDFC Bank, AS Agri and Aqua
LLP, AAK Kamani, Forecepoint
Software
Source: JLL Research
Thane has witnessed a steady supply addition of around 1.0 mn sq ft during 2019-2021, accounting for 15-20% of the total
Grade office supply in Mumbai. With demand almost being at par, the vacancy levels remained steady ranging between 13.5-
14.5%. Year 2021, however was an exception with demand being much less than the supply addition, resulting in a sudden
spike in Thane’s office market vacancy to 21.2%, mostly explained by the COVID impact. The post pandemic years of 2022-
2024 have seen healthy traction both in terms of supply and demand thereby vacancy getting back to its previous level of 13-
15%. Demand complementing supply in recent years have well resulted in sustained rental growth in the submarket, which
however remained undeterred even during the pandemic period.
Figure 6.3: New completions, net absorption, and vacancy trends – Thane
2
24%
22%
21.2%
20%
19.0%
18%
1.3
13.8% 16%
tf
q s n m 1 14.5% 0.9 14.2% 1.1 1.0 13.9% 1.0 14.7%
15.4%
13.2% 11 24 %% % y c n a
n i a 0.7 0.8 0.7 10% c a V
e 0.6
rA 0.5 8%
0.4 0.4 0.3 6%
0.3 4%
0.1 0.2 0.1
2%
0.0
0 0%
2016 2017 2018 2019 2020 2021 2022 2023 2024
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q4 2024
106Figure 6.4: Thane Vacancy trend – Grade A+ vs Grade A
30%
25% 27.3%
26.2%
25.2%
24.4%
23.6% 23.4%
20% 22.3% 22.6%
20.7% 16.83%
%
y
c n 15%
a
c
a
V
10%
6.56%
5.95%
5.07%
3.70% 4.15%
5%
2.39% 2.39%
0.77%
0%
2016 2017 2018 2019 2020 2021 2022 2023 2024
Grade A Grade A+
Source: JLL Research, Q4 2024
Since 2016, Thane's overall rental values have shown a CAGR of ~1.5%. However, Grade A+ assets in the area are experiencing
a more robust growth, with rental values increasing at a 3.1% CAGR. As of December 2024, the submarket's average rents for
Grade A offices are INR 70.0 per sq ft per month, while Grade A+ offices command INR 75.8 per sq ft per month.
Figure 6.5: Thane Rental trend Index
130 127.7
Grade A+ Pre-Covid CAGR: 2.3% Grade A+ Covid CAGR:1.7% Grade A+ Post-Covid CAGR: 4.8%
125 OverallPre-Covid CAGR: 1.7% Overall Covid CAGR: -0.1% Overall Pre-Covid CAGR: 2.4%
119.7
120
0 114.8
0
1 = 115
6 110.8
1
0 109.3
2
:x 110 107.1 112.5
e
d n I tn e R 105 100.0 100.9 103.5 105.2 105.0 104.9 106.7 109.3
100
101.9
100.0 100.3
95
90
2016 2017 2018 2019 2020 2021 2022 2023 2024
Overall Grade A+
Source: JLL Research, Q4 2024
Classification of Office Stock
Based on quality
Thane submarket contributes 6.8% of total office stock in Mumbai. Of the total office stock in Thane, ~47% is of superior
quality which amounts to ~4.9 mn sq ft. The rest is average quality office stock. What is relevant to note is that the superior
Grade office stock has a vacancy rate of 2.4%, significantly higher than the vacancy in the rest which stands 22.6%, clearly
outlining the strong and sustained occupier demand and tenancy tenures in better quality assets.
107Figure 6.6: Distribution of office stock based on ownership – Thane
Grade A+
46.6%
Grade A
53.3%
Source: JLL Research, Q4 2024
Based on ownership
55.1% of Thane’s Grade A office stock, aggregating to ~5.8 mn sq ft is strata owned, the remaining 4.7 mn sq ft is divided,
with majority of ~36.9% under non-institutional single ownership and the rest being institutionally owned. There is only a
solitary project under institutional ownership making it a unique asset which stands out for its professional tenant management
and high occupancy levels.
Figure 6.7: Distribution of office stock based on ownership – Thane
Non-Institutional
36.9%
Strata
55.1%
Institutional
8.0%
Source: JLL Research, Q4 2024
Based on type of usage
With the IT Policy being the major driver of widening the spatial spread of commercial development, Thane has an
overwhelming three-fourth of its office stock designated for IT usage. IT stock enjoys superior occupancy levels, with vacancy
at just 8.2% compared to Non-IT stock where vacancy levels stand at 29%.
108Figure 6.8: Distribution of office stock based on usage type – Thane
Non IT
24.8%
IT
75.2%
Source: JLL Research, Q4 2024
Based on Green Certification
Thane office market has ~47% of its operational office stock which is green certified. With the green certified stock enjoying
occupancy levels of over 90%, there is clear premium enjoyed by such assets compared to the rest. The occupancy in green-
certified assets is higher by 590 bps compared to non-certified stock in the Thane office market.
Figure 6.9: Distribution of office stock based on Green Certification – Thane
Green
Non
46.8%
Green
53.2%
Source: JLL Research, Q4 2024
Trends in Gross Leasing Activity
The IT/ITeS sector has historically been the primary driver of office space demand in Thane, as evidenced by its substantial
contribution to gross leasing activity up to 2022. In contrast, over the past two to three years, the BFSI sector, consultancy
businesses, and manufacturing/industrial sectors have emerged as the leading contributors to gross leasing activity in Thane. It
is interesting to note that most of the demand for these sectors is primarily focused on accommodating their back-end operations.
109Figure 6.10: Sector-wise share of gross leasing - Thane
100%
2%
5% 7% 4% 7% 1%
1%
11%
Telecom,Healthcare-Biotech, Real
3%
90% 11% 9% 7% Estate & Construction
3%
2% 28% 11%
1% Miscellaneous
80% 7%
10%
13%
70% Manufacturing / Industrial
2%
1%
60% 32%
IT & ITeS
28%
77%
50%
77% E-Commerce
40%
12%
71% Co-Working Provider
64%
30%
Consultancy Business
20% 40%
32%
BFSI
10%
11%
9%
0% 2%
2016-2019 2020 2021 2022 2023 2024
Yearly Avg
Source: JLL Research, Q4 2024
Thane submarket historically has seen supply-driven absorption as there are limited good quality, marquee assets. In 2019 and
2020, Thane saw healthy absorption in newly completed projects leading to occupancy levels of ~95% in operational Grade
A+ projects. During the pandemic year of 2021, supply did not see occupier activity, but immediately upon the market re-
opening, average occupancies ramped back up to 96% and currently are at 97%+ levels, signalling stable tenancy tenures in
such Grade A+ projects.
Figure 6.11: Grade A+ Stock & Occupancy trends – Thane
6.0
5.0 4.9 4.9 4.7 4.9 4.8 4.9 4.8
4.3
4.1 4.1
tf 3.9 3.8
q s4.0 3.4 3.2 3.4 3.2
n
m3.0 2.7
2.5
n
i
a
e2.0
r
A
1.0
0.0
2016 2017 2018 2019 2020 2021 2022 2023 2024
Completed Stock
Source: JLL Research, Q4 2024
Outlook - Thane Office Sector
110Thane with its strategic location and connectivity, competitive office rentals and quality standard of living has evolved to
become a key office destination for housing back-end and tech operations across a wide industry spread. This is likely to fuel
the growth of the flex segment as well. Demand for quality office space which has been on a steady rise over the past few years,
is likely to gain further momentum with addition of around 1.9 mn sq ft of Grade A office space during 2025. With demand in
Thane’s office sector being largely driven by the project completions, medium term demand traction is likely to be a bit lower,
with less supply currently being in the pipeline during 2026-2027. Vacancy levels in the submarket’s office sector shall continue
to remain range bound but decline gradually amid limited forecast supply and steady demand.
Figure 6.12: Outlook on new completions, net absorption, and vacancy trends – Overall Thane
3 20%
15%
1.9 14.3%
2 13.2%
tf q s n m
n
1.5 11.4% 10% % y c n a c a
V
i
a 1
e
rA
5%
0.1 0.3 0.2
0 0%
2025F 2026F 2027F
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q4 2024
There is limited vacancy in Grade A+ stock in Thane office market and even with a significant completion lined up in 2025,
vacancy is likely to remain under 9% for A+ assets. With tenant stickiness and demand for quality assets, we expect that vacancy
in the absence of any new supply baring the one in the immediate term will likely fall to negligible levels over the next three
years.
Figure 6.13: Outlook on new completions, net absorption, and vacancy trends –Grade A+ Thane
3 20%
15%
1.9
2
tf
q s n m 10%
%
y c n a c
n
8.3% 1.5 a
V
i
a 1
e
rA
4.7% 5%
1.7%
0.3 0.2
0 0%
2025F 2026F 2027F
New Completions (LHS) Net Absorption (LHS) Vacancy (RHS)
Source: JLL Research, Q4 2024
The overall Grade A projects in Thane are anticipated to experience modest annual rental value growth of 1-1.5%. In contrast,
Grade A+ projects in Thane 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. The rental growth will also be supported by limited Grade A+ supply
coming in the years ahead, aiding more rental premium to be attached to quality assets. There is only a solitary Grade A+
project lined up for completion over the next three years. This is Hiranandani Centaurus located within the Hiranandani Estate
with a gross leasable area of 1.9 mn sq ft. Till date, approximately 30% of the asset is already pre-leased with more deals
currently in active stages.
To summarize, over the next 5 years, Grade A+ projects in Thane are expected to see low vacancy with rental growth projected
at CAGR of 5.6%. As of CY2024, Thane micro-market within the Mumbai office sector has a low Grade A+ vacancy of only
2.4% with only 1.9 mn sq ft of new Grade A+ supply expected to be added to the micro-market till CY2027 (compared to 16.3
mn sq ft across entire Mumbai office market) which further improves the likelihood of rent growth in the future.
Figure 6.14: Rental forecast for Thane overall and Grade A+ projects
111105
99.5
100
)h 93.9
tn 95
o
m 88.7
/tf
q
90
84.0
s
/R 85
N 79.7
I(
tn 80 75.8
e
R
e
75
g
a 75.0
re 70 73.0 74.0
v 72.0
A 70.0 71.0
65
60
2024 2025F 2026F 2027F 2028F 2029F
Overall Grade A+
Source: JLL Research, Q4 2024
112CHAPTER 7: OVERVIEW OF G CORP TECH PARK & PROPSHARE TITANIA
G Corp Tech Park is a Grade A+ commercial office development on the main Ghodbunder Road in Thane office submarket.
G Corp Tech Park is a LEED Platinum (O&M), Grade A+ campus-style development with MNCs and bluechip tenants
including Aditya Birla Capital, Convergys, IQVIA, Hitachi, First Data, Virtusa and Revvity. The premises of G Corp Tech
Park has ample open spaces with campus style features including work pods, social spaces, collaboration zones, food kiosks,
open amphitheatre, gym and more.
G Corp Tech Park will be at a walking distance (~300m) from the upcoming Kasarvadavali Station on the upcoming metro line
4, which will provide eastern-side connectivity within MMR between Wadala and Gaimukh, Thane. Further with the existing
Eastern Express Highway, central railway, monorail and the ongoing works on metro lines 2B, 5 and 6. Thane is also undergoing
significant infrastructure upgrades. This includes 4 metro lines that are coming up in Thane, which will further improve the
connectivity of and to the asset.
G Corp Tech Park is partially owned by Godrej Fund Management, the fund arm of Godrej Group, which itself is one of India's
leading real estate developers known for its high-quality commercial and residential projects. The project was completed in
2010 by realty developer G Corp and was later acquired by New Vernon Capital. Godrej Fund Management further acquired
the same from New Vernon in 2018.
Tenant Portfolio – PropShare Titania
As of March 31, 2025, PropShare Titania is fully leased to a mix of Fortune 500 companies, multinational companies and
bluechip tenants, including Aditya Birla Capital (and its subsidiaries)– Indian MNC conglomerate, operating in the BFSI sector,
Convergys – a Fortune 500 Tech company, operating in the technology sector, IQVIA RDS –a Fortune 500 Healthcare company
operating in the healthcare and lifesciences sector and Hitachi Payment Services – a Japanese MNC conglomerate, operating
in the technology sector.
Tenant Stickiness
The project, G Corp Tech Park has seen very stabilised occupancy since 2016 with a similar tenant base for the past decade or
so. Nearly all existing tenants have continued to renew while Aditya Birla Group and Convergys have even grown within the
same tech park, exhibiting tenant stickiness for this quality.
Table 1: Snapshot of G Corp Tech Park
Developer G Corp (Partially owned by Godrej Fund Management)
Building Grade A+
Visibility Visible from main Ghodbunder Road
Connectivity • 30 mtr wide Ghodbunder Road currently, a key connecting road Thane to Eastern Suburbs on one
aside and to the western side of Mumbai on the other
• Future planning of 60 mtr width elevated road stretch between Gaimukh and Fountain Hotel.
• Walking distance of 300 mtr from the upcoming Kasarvadavali Metro station on Green Line.
• Better connectivity in future with planned twin tube connector between Thane and Borivali.
113Figure 7. 1: Impact of Metro Line on G Corp Tech Park
114Images of construction progress
Recent refurbishments and upliftment
G Corp Tech Park has been future-proofed with recent enhancements including façade upliftment, premium entry experience,
lobby & elevator upgrades and more.
115Strong residential catchment with social infrastructure
Thane has a large residential catchment around it making commute times for employees shorter and providing them with
multiple accommodation options depending on their budget . Some prominent residential areas with strong connectivity to the
asset include Thane itself which has both affordable and upscale options including the Hiranandani township, Powai-Bhandup-
Mulund-Vikhroli belt towards the Mumbai city, Airoli towards Navi Mumbai and more affordable locations further away
including Bhiwandi, Dombivli and Palava. Thane being a well-established residential and office market, has strong social
infrastructure with shopping malls, restaurants and bars. Prominent malls include R-Mall and Viviana Mall which are well
accessible from G Corp Tech Park.
116Annexure
Table 1: Prominent Lease Transactions in Thane office submarket, during 2023-2024
Projects Grade Year Quarter Area Leased Rent (INR/ Tenant Tenant GCC/No
(sq ft) sq ft/month) Industry n-GCC
G Corp Tech Park A+ 2024 1Q 49,324 70-75 Hitachi Payment Services BFSI Non-GCC
Private Limited
Zenia A 2024 2Q 36,642 105-110 BNP Paribas India Solutions BFSI Non-GCC
Private Limited
Bellona A 2024 4Q 34,926 65-70 Awfis Space Solutions Private Co-working Non-GCC
Limited Provider
Neptune Element A+ 2024 4Q 26,140 60-65 Kotak Mahindra Bank Limited BFSI Non-GCC
Lodha Supremus 2 A 2024 1Q 21,598 70-75 Yethi Consulting Private IT & ITeS Non-GCC
Limited
Lotus Park A 2024 3Q 18,656 40-45 Voitekk Softsol Private Limited Manufacturing Non-GCC
/Industrial
Amfotech IT Park A 2024 1Q 16,500 120-125 5Paisa Capital Limited BFSI Non-GCC
Bellona A 2024 1Q 14,013 70-75 Skillflex Business Outsourcing Miscellaneous Non-GCC
Support Services
Bellona A 2024 1Q 14,013 70-75 Celagenex Research India Healthcare/Lif Non-GCC
Private Limited e-science
Accel House A 2024 3Q 11,846 65-70 Motilal Oswal Financial BFSI Non-GCC
Services Limited
G Corp Tech Park A+ 2023 1Q 76,004 70-75 Aditya Birla Finance Limited BFSI Non-GCC
Lodha Amara A+ 2023 3Q 54,903 60-65 C Edge Technologies Private IT & ITeS Non-GCC
iThink Tower A Limited
Quantum A+ 2023 3Q 52,042 65-70 IDFC First Bank Limited BFSI Non-GCC
Bellona A 2023 2Q 38,057 65-70 Huhtamaki India Limited Manufacturing GCC
/Industrial
Lodha Amara A+ 2023 3Q 26,812 65-70 Raymond Limited Manufacturing Non-GCC
iThink Tower A /Industrial
Fenkin 9 A 2023 3Q 14,124 60-65 Nirmal Industrial Control Manufacturing Non-GCC
Private Limited /Industrial
Lodha iThink A+ 2023 4Q 11,890 90-95 Raymond UCO Denim Manufacturing Non-GCC
Thane /Industrial
Source: JLL Research, Q4 2024
LIST OF ABBREVIATIONS
APAC Asia-Pacific
BFSI Banking-Financial Services and Insurance
BPM Business Process Management
BPO Business Process Outsourcing
CAD Current Account Deficit
CAGR Compounded Annual Growth Rate
CBD Central Business District
CCS Consumer Confidence Survey
CLSS Credit Linked Subsidy Scheme
CRE Commercial Real Estate
CSI Current Situation Index
DPIIT Department for Promotion of Industry and Internal Trade
DM Development Management
117EMEA Europe, Middle East, and Africa
EU European Union
EWS Economically Weaker Sections
FDI Foreign Direct Investment
FEI Future Expectations Index
FOP Fractional Ownership Platform
FY Financial Year/ Fiscal Year
GCC Global Capability Centre
GDP Gross Domestic Product
GIS Geographic Information System
GREIT Global Real Estate Transparency Index
GST Goods & Services Tax
GVA Gross Value Added
HDI Human Development Index
HPAI Home Purchase Affordability Index
IBC Insolvency and Bankruptcy Code
ICT Information and Communication Technology
IIP Index of Industrial Production
IMF International Monetary Fund
InvIT Infrastructure Investment Trust
INR Indian Rupees / Indian National Rupees
IT Information Technology
ITeS Information Technology enabled Services
JD Joint Development
JLL Jones Lang LaSalle Property Consultants (India) Private Limited
JV Joint Venture
LIG Low Income Group
MIG Middle Income Group
MNC Multi-National Corporation
MoSPI Ministry of Statistics and Programme Implementation
MPC Monetary Policy Committee
NIP National Infrastructure Pipeline
NPA Non-Processing Area
NSO National Statistical Office
NZC Net Zero Carbon
PBD Peripheral Business Districts
PE Private Equity
PMAY Pradhan Mantri Awas Yojana
PPP Public Private Partnership
PRR Peripheral Ring Road
RBI Reserve Bank of India
REIT Real Estate Investment Trust
RERA Real Estate Regulatory Authority
RTO Return To Office
SBD Secondary Business District
SEC Socio-Economic Classification
SEZ Special Economic Zones
SM REIT Small and Medium Real Estate Investment Trust
STEM Science, Technology, Engineering and Mathematics
ULBs Urban Local Bodies
UN United Nations
UNDP United Nations Development Programme
UNESCO United Nations Educational, Scientific and Cultural Organization
UNPD United Nations Population Division
USA United States of America
USD United States Dollar
UTs Union Territories
Y-o-Y Year-on-Year
UNITS
1 hectare 2.4711 acres
1 acre 43559.66 sq. ft.
1181 acre 4046.825 sq. m
1 sq. m. 1.196 sq. yards
1 sq. m. 10.76391 sq. ft.
1 metre 1.0936 yards
1 metre 3.28 ft.
119INDUSTRY DEFINITIONS
Stock The square footage of Grade A commercial space that have received a certificate of occupancy and are able to be
occupied by tenants. It does not include space in buildings that are either planned, under construction or under
renovation. It includes both occupied and vacant spaces in such buildings.
Supply/New The total amount of new Grade A commercial space added/ received a certificate of occupancy in the market for sale
Completions or lease during a specific period.
Net Absorption Net absorption is calculated as the new floor space occupied less floor space vacated. Floor space that is pre-
committed is not considered to be absorbed until it is physically occupied.
Gross Leasing Gross leasing refers to all lease transactions recorded during the period, including confirmed pre-commitments, but
does not include term renewals. Deals in the discussion stage are not included.
Vacancy Rate/ A measurement expressed as a percentage of the total amount of physically vacant space divided by the total amount
Percentage of existing stock. Under construction space is not included in vacancy calculations. A vacancy rate is the opposite of
the occupancy rate, which is the percentage of space in a commercial property that is occupied.
Grade A office Grade A buildings are high quality commercial properties that typically feature modern construction and design, high
quality finishes and materials, efficient floor plans and layouts, advanced technological infrastructure, and superior
building systems. They are well-maintained, professionally managed, and offer a range of amenities as well as
facilities
Grade A+ office Grade A+ buildings are 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
Institutional stock Institutional includes all institutionally invested projects, whether owned fully or partially. It also includes the stock
held under REITs.
Strata stock Strata assets are assets where individual office units or spaces are owned by different individuals or entities. Each
office owner has exclusive ownership and control over their specific unit, while also sharing ownership and
responsibility for common areas and facilities within the building.
Single Ownership Single ownership assets, also known as fully owned office buildings, are properties where the entire building is owned
by a single individual or entity. The owner has complete control and decision-making authority over the entire
building, including individual office spaces, common areas, and facilities.
Hybrid Working Hybrid working refers to a work arrangement where employees have the flexibility to divide their time between
working remotely and working from a designated physical workspace, such as an office.
120DISTRIBUTIONS
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 Titania,
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 the section titled “Forward-Looking Statements” on page 21 to 22.
In terms of the REIT Regulations, (i) not less than ninety-five per cent of net distributable cash flows of the SPVs are distributed
to the scheme of SM REIT subject to applicable provisions in the Companies Act, 2013. Also, the amount retained by the 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 SM REIT 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 (excluding the date of declaration and the record date).
For details on the risks relating to distribution, please see the section titled “Risk Factors” from page 41 to 54.
Distribution Policy
The Investment Manager shall ensure that not less than 95% of the net distributable cash flows (“NDCF”) of the SPVs are
distributed to the schemes 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 schemes of the Trust as distributions (“REIT Distributions”)
to the unitholders of the schemes of the Trust. 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 (excluding the date of declaration and
the record date). 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 SM REIT.
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 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
the schemes of the REIT. 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 the schemes of the REIT)
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 banks / financial institution from whom the schemes of the REIT 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 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
121Particulars
schemes of the REIT 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 8 below)
Net Distributable Cash Flows for SPV’s
II. Calculation of NDCF at Scheme level:
Particulars
Cash flow from operating activities of the Scheme of the REIT
Add: Cash flows received from SPV’s which represent distributions of NDCF computed as per relevant framework (please
refer to note 1 and 7 below)
Add: Treasury income/ income from investing activities of the schemes of the REIT (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 of the schemes of the REIT. 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 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)
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 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 schemes 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 (please refer to note 2 below)
Less: any capital expenditure on existing assets owned/ leased by the schemes of the REIT, to the extent not funded by debt/
equity or from contractual reserves created in the earlier years (please refer to note 8 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 REIT has taken place post that particular period, but before finalization and adoption of accounts of the schemes of the REIT.
2. The scheme of the REIT 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. Please note
that unutilized amount from the issue expenses and general corporate purposes portion of the issue proceeds of the respective schemes of the REIT can be
considered as surplus.
3. The option to retain 5% distribution under REIT Regulation shall be computed at SPV level, in accordance with Applicable Law.
4. Surplus cash available in SPVs due to:
(i) 5% of NDCF withheld in line with the REIT Regulations in any earlier year(s) or quarter(s); or
122(ii) such surplus being available in a new SPV on acquisition of such SPV by the schemes of the REIT; 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 REIT, or by the schemes of the REIT to its Unitholders in part or in full. Also, such distribution of surplus funds shall be separately disclosed after
NDCF computation for the respective period.
Provided that with regard to the point 4(ii) above, if an acquisition of such SPV was funded by external debt, then surplus cash available with the
SPV should first be used to repay such external debt. After such debt repayment, remaining surplus, if any, can be utilised for distribution.
5. Any restricted cash (disclosed as such) should not be considered for NDCF computation by the SPV or the schemes of the REIT (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.).
6. The schemes of the REIT and the SPVs shall not 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 REIT/ SPVs as part of treasury management/ working capital purposes as
long as they are squared off within the quarter).
7. Cash flows received from SPV’s which represent distributions of NDCF computed as per the relevant framework at the schemes of the REIT level for
further distribution to Unitholders shall exclude any such cash flows used by the schemes of the REIT for onward lending to any other SPVs to meet
operational/ interest expenses or debt servicing of such other SPVs.
8. 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 real estate asset which is already a part of the schemes of the REIT.
9. Debt repayment at schemes of the REIT 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 REIT 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
to the SPV for such debt repayment.
10. Investment Manager of the REIT is required to ensure the following while making distributions:
(i) The period for making distributions should be followed consistently whether or a half-yearly/ quarterly/ monthly basis and same should be part of the
distribution policy of the REIT which should be disclosed in the offer document, annual report and the website of the REIT.
(ii) 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 schemes of the REIT or any of the underlying SPVs, are being distributed together.
(iii) The first distribution out of the NDCF computed for a financial year (or a 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.
(iv) 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 votes 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 46.
123SUMMARY FINANCIAL INFORMATION OF THE INVESTMENT MANAGER
The following tables set forth the summary financial information of the Investment Manager derived from the Financial
Statements of PropShare Investment Manager Private Limited.
The Investment Manager was incorporated on April 02, 2024. Accordingly, the statement of profit and loss is from April 02,
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.
Summary Balance Sheet
(In ₹ millions)
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) Other bank balances 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
124Summary Statement of Profit and Loss
(In ₹ millions)
Particulars For the period from
April 02, 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)
125SUMMARY FINANCIAL INFORMATION OF PROPSHARE TITANIA
The following tables set forth the summary financial information derived from the Special Purpose Combined Financial
Statements. The Special Purpose Combined Financial Statements referred to above are presented under “Financial
Information of PropShare Titania” on Annexure 1. The summary financial information presented below should be read in
conjunction with these financial statements, the notes thereto and “Financial Information of PropShare Titania” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on Annexure 1 and from page 128
to 146, respectively.
Summary Combined Balance Sheet
(In ₹ millions)
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Assets
Non-current assets
Investment property 2,399.85 2,448.94 2,499.29
Goodwill 12.61 12.61 12.61
Financial assets
(i) Other financial assets 13.93 13.82 8.32
Deferred tax assets (net) - - 7.10
Non-current tax assets (net) 76.24 80.22 73.99
Other non-current assets 112.46 8.58 1.63
2,615.09 2,564.17 2,602.94
Current assets
Financial assets
(i) Trade receivables 25.22 17.65 25.03
(ii) Cash and cash equivalents 64.30 47.46 37.07
(iii) Other bank balances 116.67 32.41 98.30
(iv) Other financial assets 9.75 8.15 10.22
Current tax assets (net) - 9.26 -
Other current assets 12.71 90.01 56.44
228.65 204.94 227.06
Total Assets 2,843.74 2,769.11 2,830.00
Equity and Liabilities
Equity
Capital 826.00 826.00 826.00
Other equity 96.96 (1.61) (63.88)
922.96 824.39 762.12
Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 1,322.09 1,533.42 1,573.14
(ii) Other financial liabilities 187.66 105.77 124.53
Deferred tax liabilities (net) 33.15 - -
Other non-current liabilities 26.12 15.30 11.71
1,569.02 1,654.49 1,709.38
Current liabilities
Financial liabilities
(i) Borrowings 185.28 158.91 125.98
(ii) Trade payables
Total outstanding dues of microenterprises and small 0.15 0.50 0.50
enterprises
Total outstanding dues of creditors other than micro 16.23 25.13 16.65
enterprises and small enterprises
(iii) Other financial liabilities 122.20 84.93 187.43
Other current liabilities 27.90 20.76 27.94
351.76 290.23 358.50
Total Equity and Liabilities 2,843.74 2,769.11 2,830.00
126Summary Combined Statement of Profit and Loss
(In ₹ millions)
Particulars For the year ended For the year ended For the year ended
March 31, March 31, March 31,
2025 2024 2023
Income
Revenue from operations 395.09 339.80 306.35
Other income 5.57 6.85 4.35
400.66 346.65 310.70
Expenses
Operating and maintenance expenses 48.70 55.09 46.76
Employee benefits expense 0.12 0.13 0.44
Other expenses 17.56 5.60 2.88
66.38 60.82 50.08
Earnings before finance costs, depreciation, amortisation 334.28 285.83 260.62
and tax (EBITDA)
Finance costs 161.15 177.26 174.75
Depreciation and amortisation expenses 50.29 50.35 50.21
211.44 227.61 224.96
Profit before tax 122.84 58.22 35.66
Tax expense:
(i) Current tax - - -
(ii) Deferred tax (credit)/charge 33.15 7.10 -
33.15 7.10 -
Profit for the year 89.69 51.12 35.66
Other comprehensive income
Items that will be reclassified subsequently to profit or loss - - -
Items that will not be reclassified subsequently to profit or loss - - -
Total other comprehensive income for the year - - -
Total comprehensive income for the year 89.69 51.12 35.66
127MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our Special Purpose
Combined Financial Statements for the financial years ended March 31, 2025, 2024 and 2023, and the schedules and notes
thereto, which appear elsewhere in this Key Information of the Scheme. The Special Purpose Combined Financial Statements
have been prepared in accordance with the Guidance Note on Combined and Carve Out Financial Statements, Guidance note
on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India (the “ICAI”) (the
“Guidance Notes”), to the extent not inconsistent with REIT Regulations, REIT Master Circular and SEBI Guidelines, as
amended and using the recognition and measurement principles of Indian Accounting Standards as defined in Rule 2(1)(a) of
the Companies (Indian Accounting Standards) Rules, 2015 (as amended) prescribed under Section 133 of the Companies Act,
2013 (“Ind AS”) read with the REIT Regulations, notes mentioned below and accounting policies described in the Special
Purpose Combined Financial Statements.
Ind AS differs in certain respects from US GAAP and IFRS. Accordingly, the degree to which our Special Purpose Combined
Financial Statements will provide meaningful information to a prospective investor in countries other than India is entirely
dependent on the reader’s level of familiarity with Ind AS. Further, the Special Purpose Combined Financial Statements are
special purpose financial statements and have been prepared by the Property Share Investment Trust and the Investment
Manager (on behalf of the PropShare Titania) to meet the requirements of the REIT Regulations and for inclusion in this Key
Information of the Scheme. As a result, the Special Purpose Combined Financial Statements may not be suitable for any other
purpose.
We have included certain non-GAAP financial measures and other performance indicators relating to our financial
performance and business in this Key Information of the Scheme, each of which are supplemental measures of our performance
and liquidity and are not required by, or presented in accordance with the Ind AS, Indian GAAP, IFRS or U.S. GAAP. Such
measures and indicators are not defined under Ind AS, Indian GAAP, IFRS or U.S. GAAP, and therefore, should not be viewed
as substitutes for performance, liquidity or profitability measures under Ind AS, Indian GAAP, IFRS or U.S. GAAP. In addition,
such measures and indicators are not standardized terms, and a direct comparison of these measures and indicators between
companies/REITs may not be possible. Other companies/REITs may calculate these measures and indicators differently from
us, limiting their usefulness as a comparative measure.
References herein to “we”, “our” and “us” are to PropShare Titania together with our Titania SPV, as the context requires.
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 for by us or the Investment Manager on our
behalf. 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” from page 63 to 120 and “Presentation
of Financial Data and Other Information – Valuation Data” on page 20. 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 Due Diligence Report and the Valuation Report which the Investment Manager has commissioned on our behalf”
on page 45 and “Risk Factors – The Valuation Report obtained for Project Titania is only indicative in nature as it is based on
various assumptions and may not be representative of the true value of our assets” on page 44.
The discussion below may contain forward-looking statements and reflects our current views with respect to future events and
financial performance, which are subject to numerous risks and uncertainties. Such statements are subject to risks and
uncertainties which could cause actual results to differ materially from those anticipated in these forward-looking statements.
As such, you should also read “Risk Factors” and “Forward Looking Statements” from page 41 to 54 and from 21 to 22,
respectively, which discuss a number of factors and contingencies that could affect our financial condition and results of
operations.
Unless otherwise specified, in this section, (i) references to area or square footage of the Project Titania is to leasable area as
of March 31, 2025; and (ii) all operational data of our portfolio is presented as of March 31, 2025.
Unless the context requires otherwise or otherwise stated, the financial information used in this section is derived from our
“Financial Information of PropShare Titania” on Annexure 1. For purposes of this section, unless the context requires
otherwise, references to “FY2025”, “FY2024” and “FY2023” are to the financial year ended March 31 of the relevant year.
Overview
PropShare Titania is the second 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. PropShare Titania offers investors an opportunity
to invest in various office premises across six floors of G Corp Tech Park, a Grade A+ commercial office building, located in
Thane, Mumbai Metropolitan Region. PropShare Titania has a leasable area of 4,37,973 sf. PropShare Titania is fully leased to
a mix of Fortune 500 companies, multinational companies (“MNCs”) and bluechip tenants, including Aditya Birla Capital
(including its subsidiaries and group companies) – an Indian MNC conglomerate operating in the BFSI sector (“Aditya Birla
Capital”), Convergys India Services Private Limited (acquired by Concentrix) (“Concentrix”), a Fortune 500 Healthcare
Company and a Japanese MNC Conglomerate. (Source: JLL Report) Further, according to the JLL Report, Thane, MMR with
128its strategic location and connectivity, competitive office rentals and quality standard of living has evolved to become a key
office destination. (Source: JLL Report)
PropShare Titania offers a projected distribution yield of 9.0% for the financial year 2026, 9.0% for the financial year 2027,
9.0% for the financial year 2028, and 8.7% for the financial year 2029. For further details on the projected distribution yield
and assumptions, please refer to “Projections” at Annexure 2. 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 July 07, 2025 and certified by the Auditors. For details
on the risks relating to distribution, please see the section titled “Risk Factors - The Investment Manager may not be able to
execute our growth strategy successfully resulting in inability to offer projected yields” on page 46.
Key Operating Metrics (as on March 31, 2025)
Leasable Area No. of Occupancy In-place rent as on Security WALE(3)
(sf) Occupiers (%) March 31, 2025 Deposit (years)
(#)(1)(2) (₹/sf/month) (₹ millions)
Commercial Office
Project Titania (proposed to be purchased through acquisition of Titania SPV)
Fifth Floor (Part) 61,856 6 100% 73.5 26.0 3.0
Seventh Floor 74,175 4 100% 75.5 29.1 4.3
Ninth Floor 78,506 2 100% 72.6 34.2 4.2
Eleventh Floor 74,287 2 100% 74.4 27.4 4.2
Twelfth Floor 73,145 1 100% 75.4 27.2 0.7
Thirteenth Floor 76,004 1 100% 77.2 31.9 2.8
Total/Wtd. Avg. 4,37,973 16 100% 74.8 175.8 3.2
(1) The leased area of the six floors has sixteen leave and license agreements (“L&Ls”), entered into with eleven tenants. Units 701-703 and 1103 have been
occupied by Concentrix as part of the same L&L. However, since they are on separate floors, they have been considered as two separate occupiers on
their respective floors.
(2) Two subsidiaries of Aditya Birla Capital have signed a single L&L agreement for 703 & 703A. They have been considered as separate occupiers.
(3) WALE: Weighted Average Lease Expiry
Our Competitive Strengths
We believe PropShare Titania has the following competitive strengths:
1. Project Titania, which is part of the G Corp Tech Park, is a Grade A+ campus style development, with LEED Platinum
(O&M), WELL Health & Safety and BEE 5-star certifications.
2. Sound business model with embedded rental growth, stable cash flows and mark-to-market opportunity.
3. 100% occupancy by a diversified underlying tenant portfolio comprising of Fortune 500 companies, MNCs and blue-
chip tenants including Aditya Birla Capital and Concentrix.
4. Low vacancy and projected 5-year rent CAGR of 5.6% from CY2024 in Thane, MMR for Grade A+ commercial
assets. (Source: JLL Report).
5. ~300 meters from the metro station providing access to the upcoming Kasarvadavali station on the upcoming metro
line 4 connecting Wadala, to Gaimukh, Thane, MMR. (Source: JLL Report).
6. Experienced investment and asset management team with oversight and strong corporate governance through an
experienced Board and marquee investors.
Business and Growth Strategies
We will endeavour to provide regular and stable income to Titania Unitholders through regular distributions through active
asset management of the underlying property. For further details please refer to “Our Business and Property- Business and
Growth Strategies” from page 32 to 33.
Factors affecting our Results of Operations
Our results of operations and financial condition are affected by a number of important factors including:
(1) The performance of the commercial real estate market in India, particularly in Thane, MMR where Project
Titania is located.
We derive our revenue primarily from the leasing of office space and incidental activities. Set forth below are
details of our revenue from lease, in absolute terms and as a percentage of our revenue from operations, for the years
indicated:
129Particulars Year ended March 31,
2025 2024 2023
(₹ in % of revenue (₹ in % of revenue from (₹ in % of revenue
millions) from operations millions) operations millions) from operations
Revenue from 345.96 87.56% 299.25 88.07% 271.75 88.71%
lease rentals
Project Titania is located in Thane, MMR. Accordingly, we depend on the performance of the commercial real
estate market in India, and more specifically in the MMR. The commercial real estate market depends upon
various factors beyond our control such as economic and other market conditions, demographic trends, employment
levels, availability of financing, prevailing interest rates, competition, bargaining power of tenants, operating costs,
government regulations and policies and market sentiment.
In particular, our entire revenue from operations is derived from the Titania SPV which owns Project Titania in G
Corp Tech Park, accounting for 100% of our revenue from operations for FY 2025, FY2024, and FY2023, respectively.
Accordingly, the growth of the real estate markets in MMR has largely driven the growth in our revenues. In
2024, the Mumbai office market witnessed exceptional leasing activity, totaling 10.26 msf and setting a new record,
according to the JLL Report. Any increase or decrease in demand for office space and rental trends in MMR may
in turn result in an increase or decrease (as the case may be) in our revenue from operations from lease
rentals. For further details, please see “Industry Overview” from page 63 to 120.
Within MMR, our business also significantly depends on the performance of the Thane sub-market where the
Project Titania is located. As per JLL report, Grade A+ projects in Thane, MMR, are expected to have a low vacancy
and a rent CAGR of 5.6% over the next 5 years. As of CY2024, Thane, MMR has a low Grade A+ vacancy of only
2.4% and only 1.9 msf of new Grade A+ supply is expected to be available in the market till CY2027 (compared to
16.3 mn square feet across MMR), thus, further improving the likelihood of rent growth, according to the JLL
Report. Accordingly, any factors impacting the real estate and leasing market in Thane, MMR, can have a material
impact on our results of operations.
(2) Industry sectors and performance of our tenants
Our business depends on the performance of our tenants, particularly Aditya Birla Capital (its subsidiaries and
group companies), which is the largest tenant in our portfolio. Accordingly, any macroeconomic conditions affecting
them or the BFSI Industry in general, may have an impact on the demand for office space and our revenue from
operations. Additionally, global economic conditions may also affect our results of operations since several of
our tenants are multinational companies. Global factors impacting their respective businesses may impact their
ability to service their lease agreements or expand the office space that they have leased in Project Titania,
thereby affecting our revenues.
Our business also depends on the performance of the industry sectors of our tenants which predominantly operate in
the BFSI, technology and healthcare & lifesciences sectors. As a result of our significant Gross Rentals contribution
from tenants in the BFSI and technology sectors, our revenue from operations generated from lease rentals may
be positively or negatively impacted by the business conditions of our tenants in these sectors. During CY2024,
BFSI firms held the highest share of the leasable area (64%) of occupier demand in Thane, MMR, according to the
JLL Report. However, any adverse developments affecting the industries in which our tenants operate may
adversely affect their demand for office space. Our tenants’ businesses may be affected by global,
macroeconomic or domestic factors beyond our control, which may result in a decrease in demand for office
space and leases, or cause them to re-evaluate the renewal of leases, and negative economic conditions may
result in them terminating leases earlier than expected, any of which may adversely affect our lease rentals.
(3) Occupancy rates and lease expiries
The success of our business depends on our ability to maintain high occupancy in our SM REIT Asset. Project Titania
had an Occupancy of 100% as of March 31, 2025. Occupancy rates depend on several factors including the
attractiveness of the markets and submarket in which Project Titania is located, rents relative to competing
properties, the supply of and demand for comparable properties, the range of facilities and amenities offered,
the ability to minimize the intervals between lease expiries (or terminations) and the ability to enter into new
leave and license agreements (including units where leave and license agreements are expiring).
We typically enter into long-term leave and license agreements with our tenants, which provide us with a steady source
of rental income. All the leave and license agreements for our SM REIT Asset are for a period of 5 years, which
provides visibility on the growth of our future cash flows.
Further, a number of our tenants have been in occupation the Project Titania for long durations. Accordingly, the
termination, re-leasing or renewal of one or more large leases may have a disproportionate impact on rental rates
in a given period. Any inability to re-lease such vacant space at competitive rentals upon the exit of these
tenants with large leases could also result in a decrease in our revenue. The table below sets out our Occupancy
and WALE as of the dates indicated.
130Particulars Occupancy as of March 31, 2025 WALE as on March 31, 2025
Project Titania 100% 3.2
Total 100% 3.2
We adopt a dynamic asset management and leasing strategy which primarily be focused on tenant retention. As
part of our leasing strategy, we also engage with our tenants to understand their growth plans and requirements
and adapt our leasing strategy accordingly. Further, in case of leasing to new tenants, we aim to focus on proactively
reaching out to international property consultants, local brokers and the Investment Manager’s existing tenant
relationships. However, in the event our tenant engagement initiatives and leasing strategies are unsuccessful or
are discontinued for any reason, and tenants do not renew leave and license agreements or terminate earlier than
expected with the contracted notice period, generally ranging from three to six months, it may take time to find
new tenants which can lead to periods where we have vacant areas that do not generate lease rentals and in turn, can
adversely impact our results of operations.
(4) Rental rates and escalations
Our revenue from operations is primarily comprised of revenue from lease rentals and income from maintenance
services that we provide to our tenants and consequently rental rates at Project Titania will significantly affect our
results of operations. Further, set forth below are details of our revenue from lease rentals, in absolute terms and as a
percentage of our revenue from operations, for the years indicated:
Particulars Year ended March 31,
2025 2024 2023
(₹ in millions) % of revenue (₹ in millions) % of revenue (₹ in millions) % of revenue
from from from
operations operations operations
Revenue from lease rentals 345.96 87.56% 299.25 88.07% 271.75 88.71%
Maintenance services 49.13 12.44% 40.55 11.93% 34.60 11.29%
Accordingly, our revenue from operations is directly affected by the lease rental rates and the rates of our
common area maintenance (“CAM”) services. Lease rental rates are affected by various factors, including the
location, connectivity, quality and upkeep and maintenance of the asset, sustainability measures, prevailing
economic, income and demographic conditions in the submarket, changes in the market rental rates and
competing projects and assets in the vicinity, changes in governmental policies, demand and supply dynamics
in the sub-market, range of amenities and facilities and our continued ability to maintain the assets and provide
services that meet the requirements of existing and prospective tenants. Additionally, any inability to charge
our tenants fees for our CAM services at acceptable rates may also have an adverse impact on our revenues
and profitability.
Further, our existing leave and license agreements typically have built-in rent escalations, which has led to
growth in our revenues historically and we expect it to continue to generate stable and predictable growth in
our revenue from operations. All our leave and license agreements have a built-in escalation of 5% every year. The
contractual escalations provide stable cash flow growth and a natural hedge against inflation. Project Titania
had an occupancy of 100.0% as of March 31, 2025, and we believe that we are well-positioned to achieve
organic growth through a combination of contractual rent escalations and re-leasing at market rents. The
expiry profile of PropShare Titania’s existing contractual arrangements are well-staggered as 61.7% of the L&Ls (by
total gross income) of Project Titania will expire after FY28. Conversely, 38.3% of the L&Ls which are expected to
expire by FY28 have an embedded mark-to-market potential. This presents us with a rental growth opportunity
through re-leasing at higher rentals, which can increase our revenue. Further, our asset has large tenants occupying
multiple floors in the same building for long durations. Accordingly, the re-lease or renewal of one or more large
leases may have a disproportionate impact on rental rates in a given period.
(5) Our total expenses, including operating and maintenance expenses.
Our total expenses consist of (a) operating and maintenance expenses, (b) employee benefits expense, and (c)
other expenses. Set forth below are details of total expenses, in absolute terms and as a percentage of revenue from
operations, for the years indicated:
Particulars Year ended March 31,
2025 2024 2023
(₹ in millions) % of revenue (₹ in millions) % of revenue (₹ in millions) % of revenue
from from from
operations operations operations
Total expenses 66.38 16.80% 60.82 17.90% 50.08 16.35%
As such, our profitability is subject to our ability to monitor our expenses. Our expenses may be affected by
various factors, including those beyond our control, such as asset occupancy levels, fuel prices, general cost
131inflation, increase in the prices of raw materials and the costs of other operating consumables, periodic
renovation, refurbishment and other costs related to re-leasing. We also provide CAM services to tenants in our SM
REIT Asset where we derive income from the provision of such services. Any cost increases which we are not
able to pass on to our tenants could impact our ability to control our expenses discussed above, which in turn may
adversely affect our profitability, margins and cash flows. Circumstances such as a decline in market rent or
pre-term leave and license cancelation may cause revenue to decrease, although the expenses of owning and
operating a property may not decline in line with the decrease in revenue. While certain expenses may vary
with occupancy, fixed expenses such as those relating to general maintenance, housekeeping, equipment upkeep,
manpower and security services may not decline even if a property is not fully occupied.
Additionally, as our SM REIT Asset ages, the costs of maintenance increases, and without significant expenditure on
refurbishment, the gross asset value could decline. The quality and design of our SM REIT Asset have a direct
influence over the demand for space in, and the rental rates of, our SM REIT Asset. As such, we may be required
to maintain our asset more frequently to preserve its status as a Grade A+ asset, as per JLL Report, which could
increase our operating and maintenance expenses.
(6) Cost of financing
Our finance cost, primarily comprised of interest expense on term loan from bank and debentures as well as on
the security deposit collected from the tenants. Set forth below are details of finance cost, in absolute terms and as a
percentage of total income, for the years indicated:
Particulars Year ended March 31,
2025 2024 2023
(₹ in millions) % of revenue (₹ in millions) % of revenue (₹ in millions) % of revenue
from from from
operations operations operations
Finance Costs 161.15 40.79% 177.26 52.17% 174.75 57.04%
The Investment Manager, on behalf of PropShare Titania, intends to extinguish the debt liability of the Titania SPV
upon listing of Titania Units by PropShare Titania. For further details please refer to “Financial Indebtedness” from
page 147 to 149 and “Use of Proceeds” from page 153 to 160.
(7) Government regulations and policies including taxes and duties
The real estate sector in India is highly regulated and there are a number of laws and regulations that apply to
our business. Accordingly, we may have to devote a significant amount of time and resources to comply with the
numerous laws and regulations that apply to our business. Regulations applicable to our business include those related
to road access, necessary community facilities, open spaces or green cover, water supply, sewage disposal
systems, electricity supply, statutory compliances, tax laws including rules and legislations pertaining to the
levy of income tax, property tax, stamp duty and GST. Our Titania SPV is also required to ensure compliance
with the Companies Act, 2013. Our business is also subject to employment laws pertaining to payment of
remuneration, bonus, gratuity, pension and provision of other benefits to employees. For further details, see
“Regulations and Policies” on page 164 to 167. We are also required to comply with the REIT Regulations,
which oversee the setup, operations and governance of small and medium REITs in India as well as provisions
of the applicable foreign exchange laws. We strive to continuously maintain compliance with these regulations
and incur various costs in the process, including fees to government authorities, fees to lawyers and consultants,
property tax and other taxes and duties. Any changes in property tax may also affect our results from operations.
Further, set forth below are details of our rates and taxes (including property taxes), in absolute terms and as a
percentage of revenue from operations, for the years indicated:
Particulars Year ended March 31,
2025 2024 2023
(₹ in millions) % of revenue (₹ in millions) % of revenue (₹ in millions) % of revenue
from from from
operations operations operations
Rates & taxes (including Property 7.34 1.86% 7.53 2.22% 7.01 2.29%
tax)
(8) Competition
Project Titania located in competitive market primarily in Thane, MMR and competition in this market is based
primarily on the availability of Grade-A office. The principle means of are rental rates charged, building quality,
reputation of the developer, access to parking, and levels of services provided to tenants, among others.
Competition from other developers in India, primarily in Thane, MMR may adversely affect our ability to lease
Project Titania, and continued development by other market participants could result in saturation or oversupply
132of the real estate market which could adversely impact our revenues from commercial operations. See
“Industry Overview” from page 63 to 120.
Basis of preparation of the Special Purpose Combined Financial Statements
The Special Purpose Combined Financial Statements comprise the Special Purpose Combined Balance Sheet as
at March 31, 2025, March 31, 2024 and March 31, 2023; the Special Purpose Combined Statement of Profit and Loss
(including other comprehensive income), the Special Purpose Combined Statement of Cash Flows, the Special
Purpose Combined Statement of Changes in Equity for the years ended March 31, 2025, March 31, 2024 and
March 31, 2023, the Statement of Net Assets at Fair Value as at March 31, 2025, the Statement of Total Returns
at Fair Value for the year ended March 31, 2025 and March 31, 2024, and a summary of material accounting
policies and other explanatory information with other additional disclosures. The Special Purpose Combined
Financial Statements have been prepared in accordance with the Guidance Note on Combined and Carve Out
Financial Statements, Guidance note on Reports in Company Prospectus (Revised 2019) issued by the Institute of
Chartered Accountants of India (the “ICAI”) (the “Guidance Notes”), to the extent not inconsistent with SEBI
REIT Regulations, REIT Master Circular, SEBI Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64 relating
to Disclosure of financial information in offer document for REITs dated May 07, 2025 and SEBI Guidelines, as
amended and using the recognition and measurement principles of Indian Accounting Standards as defined in Rule
2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 (as amended) prescribed under Section 133
of the Companies Act, 2013 (“Ind AS”) read with the REIT Regulations, notes mentioned below and accounting
policies described in the Special Purpose Combined Financial Statements.
The Special Purpose Combined Financial Statements are special purpose financial statements and have been
prepared by the Investment Manager to meet the requirements the REIT Regulations and for inclusion in the offer
document(s) prepared by the Investment Manager in connection with the proposed initial public issue of units of
PropShare Titania. As a result, the Special Purpose Combined Financial Statements may not be suitable for any
other purpose. Further, the Special Purpose Combined Financial Statements do not comply with all the presentation
and disclosure requirements of Division II of Schedule III notified under the Companies Act, 2013 (as amended).
Specific attention is drawn to the following aspects:
• In preparing these Special Purpose Combined Financial Statements, “Capital” represent shareholder’s
investment in the Titania SPV.
• As on date of the Special Purpose Combined Financial Statements, PropShare Titania has not issued
any units and hence, the earnings per unit could not been computed.
Since PropShare Titania was newly set up on February 21, 2025, and has been in existence for a period lesser
than three completed financial years, and the historical financial statements of PropShare Titania are not available
for the entire portion of the reporting period, the Special Purpose Combined Financial Statements have been prepared
in respect of periods where such historical financial statements were not available. Further, the Special Purpose
Combined Financial Statements are prepared based on an assumption that the assets and the Titania SPV (except
for the carved-out assets constituting three floors with a total area of 1,70,183 sf, which do not form a part of PropShare
Titania Scheme) were a part of PropShare Titania for such period when PropShare Titania was not in existence.
Accordingly, the Titania SPV financial statements have been combined for the period presented. The Special Purpose
Combined Financial Statements are presented as if the SM REIT assets were a part of a single group since the first day
of the reporting period for which the financial information is presented.
Summary of Material Accounting Policies and Estimates
Set forth below is a summary of our material accounting policies and estimates used in the preparation of our
Special Purpose Combined Financial Statements.
Material Accounting Policies
Revenue from lease rentals
Leases in which PropShare Titania does not transfer substantially all the risks and rewards incidental to ownership
of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis
over the leasing term. Initial direct costs incurred in negotiating and arranging an operating lease are added to
the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income.
Revenue from contracts with customers
Revenue is recognized upon transfer of control of promised goods or services to a customer at an amount that
reflects the consideration PropShare Titania expects to receive in exchange for those goods or services.
133Revenue is measured at the amount of transaction price. This involves, inter alia, discounting of the consideration due
to the present value if payment extends beyond normal credit terms. Revenue is recognized when recovery of
the consideration is probable, and the amount of revenue can be measured reliably.
Revenue from contract with customers majorly include income from maintenance services. Revenue is recognized as
and when the services are rendered based on the terms of the contracts. PropShare Titania collects goods and
service tax on behalf of the government and therefore, it is not an economic benefit flowing to PropShare
Titania. Hence, it is excluded from revenue. PropShare Titania raises invoices as per the terms of the contract,
upon which the payment is due to be made by the customers. If the consideration in a contract includes a variable
amount (like volume rebates/incentives, cash discounts etc.), PropShare Titania estimates the amount of consideration
to which it will be entitled in exchange for rendering the services to the customer. The variable consideration is
estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the
amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable
consideration is subsequently resolved. The estimate of variable consideration for expected future volume
rebates/incentives, cash discounts etc. are made on the most likely amount method. Revenue is disclosed net of such
amounts.
Use of judgments and estimates
In the application of PropShare Titania’s accounting policies, the management is required to make estimates and
assumptions that affect the reported amounts of assets, liabilities, income and expenses that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical experience and
other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognized in the period in which the estimates are revised if the revision affects only that period, or in
the period of the revision and future periods if the revision affects both current and future periods.
The areas involving critical estimates or judgments are:
• Determining fair value of investment property, including impairment assessment of investment property and
goodwill. The determination of the fair value of investment property requires the use of estimates such
as future cash flows from the assets (such as market rent, rent growth rate, market lease tenure, market
escalations, maintenance income prevailing in the market etc.) and discount rates applicable to those
assets. These estimates are based on local market conditions existing at the balance sheet date. Impairment
exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which
is the higher of its fair value less costs of disposal and its value in use. The value in use calculation
is based on a discounted cashflow (‘DCF’) model. The cash flows are derived from the budgets. The
recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected
future cash-inflows and the growth rate used for the purpose of determining fair values.
• Useful lives of investment property: Management reviews its estimate of the useful lives of investment
property at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates
relate to technical and economic obsolescence that may change the utility of assets.
• Assessment of lease term for revenue recognition: The management has considered lease term as the
non-cancellable term of the lease for the lessor, after considering all facts and circumstances including
renewal, termination and market conditions.
• Deferred tax assets are recognized when it is probable that taxable profit will be available against
which the losses can be utilized. Significant management judgment is required to determine the amount
of deferred tax assets that can be recognized, based upon the likely timing and the level of future
taxable profits together with future tax planning strategies.
• Recognition and measurement of provisions and contingencies: Key assumptions about the likelihood
and magnitude of an outflow of resources.
Principal Components of our Statement of Profit and Loss
Total Income
Our total income comprises revenue from operations and other income.
(1) Revenue from operations
Our revenue from operations comprises the following sources: (1) revenue from lease rentals (comprising lease
rental income, lease equalisation income and rental income on discounting of lease deposits received), and (2)
revenue from contracts with customers (comprising of maintenance services).
134The following table sets forth a breakdown of our revenue from operations for the years indicated.
Particulars Years ended March 31,
2025 2024 2023
(₹ in % of (₹ in % of (₹ in % of
millions) revenue millions) revenue millions) revenue
from from from
operations operations operations
Revenue from Lease Rentals
Lease rentals 309.45 78.32% 254.63 74.94% 269.11 87.84%
Lease equalisation income 28.32 7.17% 30.40 8.95% (4.63) (1.51%)
Rental income on discounting of Lease
deposits received 8.19 2.07% 14.22 4.19% 7.27 2.37%
Total revenue from leases (A) 345.96 87.56% 299.25 88.07% 271.75 88.71%
Revenue from contracts with customers
Maintenance Services 49.13 12.44% 40.55 11.93% 34.60 11.29%
Total revenue from contracts with
customers (B) 49.13 12.44% 40.55 11.93% 34.60 11.29%
Revenue from Operations (A+B) 395.09 100.00% 339.80 100.00% 306.35 100.00%
Revenue from lease rentals
Revenue from lease rentals comprises of lease rental income, lease equalisation income and rental income on
discounting of lease deposits received, as discussed below:
• Lease rental income: Lease rental income comprises rental income earned from the leasing of our asset,
each as per the relevant agreement;
• Lease equalisation income: Lease rental income is accounted for on a straight-line basis over the lock-
in term and accordingly, adjustment to give the effect of straight-lining is accounted as lease equalisation
income; and
• Rental income on discounting of lease deposits received: Lease deposits received from tenants is recognized
at present value and difference is amortised as rental income on discounting of lease deposits received
over the lock-in term.
Revenue from contracts with customers
Revenue from contracts with customers primarily comprises of maintenance services as discussed below:
• Maintenance services: Income from maintenance services consists of the revenue that we receive from
our tenants for the CAM services that we provide in our SM REIT Asset as per the relevant agreement.
(2) Other income
Our other income primarily comprises the following sources: (i) interest income on fixed deposits income tax/ tax
refund, (ii) profit on sale of sundry assets, (iii) liabilities written back.
The following table sets forth a breakdown of our other income for the years indicated:
Particulars Year ended March 31,
2025 2024 2023
(₹ in millions)
Interest income on:
- fixed deposits 2.35 3.14 2.07
- income tax refund 0.79 0.71 2.28
Liabilities written back 2.43 0.04 0.00
Miscellaneous Income - sale of sundry assets 0.00 2.96 0.00
Total 5.57 6.85 4.35
Total Expenses
Our expenses comprise the following: (i) operation and maintenance expenses, (ii) employee benefits expense, and
(iii) other expenses.
(1) Operation and maintenance expenses
Operation and maintenance expenses primarily comprise power and fuel expenses, property taxes, repairs and
maintenance, insurance expenses and water charges.
135(2) Employee benefits expenses
Employee benefits expenses mainly comprise salaries, bonus and allowance.
(3) Other expenses
Other expenses primarily comprise legal and professional fees, rates and taxes (excluding property taxes), brokerage
charges, payments to auditor and miscellaneous expenses (including purchase of sundry assets).
Finance Costs
Finance costs primarily comprise (i) interest expense on (a) term loans (b) debentures (c) unwinding of lease
deposits received by tenants
Depreciation and amortisation expenses
Depreciation and amortisation expenses comprise the depreciation/amortisation of investment property.
Tax expense
Tax expense comprises (i) current tax; (ii) deferred tax (credit)/charge;
136Results of Operations
The following tables summarizes our results of operations for the years indicated:
Year ended March 31
2025 2024 2023
Particulars (₹ in millions) % of total income (₹ in millions) % of total income (₹ in millions) % of total income
INCOME
Revenue from operations 395.09 98.61% 339.80 98.02% 306.35 98.60%
Other income 5.57 1.39% 6.85 1.98% 4.35 1.40%
Total Income (I) 400.66 100.00% 346.65 100.00% 310.70 100.00%
EXPENSE
Operating and maintenance expenses 48.70 12.16% 55.09 15.89% 46.76 15.05%
Employee benefits expense 0.12 0.03% 0.13 0.04% 0.44 0.14%
Other expenses 17.56 4.38% 5.60 1.62% 2.88 0.93%
Total Expense (II) 66.38 16.57% 60.82 17.55% 50.08 16.12%
Earnings before finance costs, depreciation, 334.28 83.43% 285.83 82.45% 260.62 83.88%
amortisation and tax (EBITDA) (I) - (II)
Finance costs 161.15 40.22% 177.26 51.14% 174.75 56.25%
Depreciation & amortisation expenses 50.29 12.55% 50.35 14.52% 50.21 16.16%
211.44 52.77% 227.61 65.66% 224.96 72.41%
Profit before tax 122.84 30.66% 58.22 16.79% 35.66 11.47%
Tax expense:
Current tax 0.00 0.00% 0.00 0.00% 0.00 0.00%
Deferred tax (credit)/charge 33.15 8.27% 7.10 2.05% 0.00 0.00%
33.15 8.27% 7.10 2.05% 0.00 0.00%
Profit for the year 89.69 22.39% 51.12 14.74% 35.66 11.47%
Other comprehensive income 0.00 0.00% 0.00 0.00% 0.00 0.00%
Total comprehensive income 89.69 22.39% 51.12 14.74% 35.66 11.47%
137Financial year ended March 31, 2025, compared to financial year ended March 31, 2024
Total Income
Total income increased by 15.58% from ₹346.65 millions in the fiscal year ended March 31, 2024 to ₹400.66 millions
in the fiscal year ended March 31, 2025. This was primarily due to an increase in the revenue from operations.
Revenue from operations
Revenue from operations increased by 16.27% from ₹339.80 millions in the fiscal year ended March 31, 2024 to
₹395.09 millions in the fiscal year ended March 31, 2025. This was primarily due to an increase in the lease rentals
attributable to the following reasons:
• Re-leasing of 1,00,006 sf of leased area (units 901, 902 and 1102) in FY2025, which were vacated in FY2024
Other income
Other income decreased by 18.69% from ₹6.85 millions in the fiscal year ended March 31, 2024 to ₹5.57 millions in
the fiscal year ended March 31, 2025. This was primarily due to a decrease in miscellaneous income from the sale of
sundry assets.
Total expense
Total expense increased by 9.14% from ₹60.82 millions in the fiscal year ended March 31, 2024 to ₹66.38 millions in
the fiscal year ended March 31, 2025. This was primarily due to an increase in other expenses primarily legal and
professional charges.
Operating and maintenance expenses
Operating and maintenance expenses decreased by 11.60% from ₹55.09 millions in the fiscal year ended March 31,
2024 to ₹48.70 millions in the fiscal year ended March 31, 2025. This was primarily on account of a decrease in
expenses towards repairs and maintenance from ₹43.21 million to ₹38.99 million.
Employee benefits expense
Employee benefits expense decreased by 8.18% from ₹0.13 millions in the fiscal year ended March 31, 2024 to ₹0.12
millions in the fiscal year ended March 31, 2025.
Other expenses
Other expenses increased by 213.58% from ₹5.60 millions in the fiscal year ended March 31, 2024 to ₹17.56 millions
in the fiscal year ended March 31, 2025. This was primarily due to an increase in the legal and professional charges.
Earnings before finance costs, depreciation, amortisation, and tax
As a result of the foregoing, earnings before finance costs, depreciation, amortisation and tax increased by 16.95%
from ₹285.83 millions in the fiscal year ended March 31, 2024 to ₹334.28 millions in the fiscal year ended March 31,
2025.
Finance costs
Finance costs decreased by 9.09% from ₹177.26 millions in the fiscal year ended March 31, 2024 to ₹161.15 millions
in the fiscal year ended March 31, 2025. This was primarily due a decrease in the interest expense towards term loan
from bank and security deposit.
Depreciation and amortisation expenses
Depreciation and amortisation expense decreased by 0.11% from ₹50.35 millions in the fiscal year ended March 31,
2024 to ₹50.29 millions in the fiscal year ended March 31, 2025.
Profit before tax
As a result of the foregoing, profit before tax increased by 110.99% from ₹58.22 millions in the fiscal year ended
March 31, 2024 to ₹122.84 millions in the fiscal year ended March 31, 2025.
Tax expense
Tax Expense increased by 366.68% from ₹7.10 millions in the fiscal year ended March 31, 2024 to ₹33.15 millions in
the fiscal year ended March 31, 2025 on account of deferred tax charge.
138Profit for the year
As a result of the foregoing, profit for the year increased by 75.45% from ₹51.12 millions in the fiscal year ended
March 31, 2024 to ₹89.69 millions in the fiscal year ended March 31, 2025.
Financial year ended March 31, 2024, compared to financial year ended March 31, 2023
Total Income
Total Income increased by 11.57% from ₹310.70 million in the fiscal year ended March 31, 2023 to ₹346.65 million
in the fiscal year ended March 31, 2024. This was primarily due to an increase in the revenue from operations.
Revenue from operations
Revenue from operations increased by 10.92% from ₹306.35 million in the fiscal year ended March 31, 2023 to
₹339.80 million in the fiscal year ended March 31, 2024. This was primarily due to an increase in the lease rentals
attributable to the following reasons:
• Contractual rent escalations of 5% in 2,57,146 sf of the leased area across 6 (six) L&Ls; and
• Re-leasing of 91,745 sf of leased area in Q4 of FY2023, which stood vacant during the remainder of FY2023.
Other income
Other income increased by 57.42% from ₹4.35 million in the fiscal year ended March 31, 2023 to ₹6.85 million in the
fiscal year ended March 31, 2024. This was primarily due to an increase in miscellaneous income from the sale of
sundry assets.
Total expense
Total Expense increased by 21.45% from ₹50.08 million in the fiscal year ended March 31, 2023 to ₹60.82 million in
the fiscal year ended March 31, 2024. This was primarily due to an increase in expenses towards repairs and
maintenance and increase in other expenses.
Operating and maintenance expenses
Operating and maintenance expenses increased by 17.82% from ₹46.76 million in the fiscal year ended March 31,
2023 to ₹55.09 million in the fiscal year ended March 31, 2024. This was primarily on account of an increase in
expenses towards repairs and maintenance from ₹35.09 million to ₹43.21 million.
Employee benefits expense
Employee benefits expense decreased by 70.03% from ₹0.44 million in the fiscal year ended March 31, 2023 to ₹0.13
million in the fiscal year ended March 31, 2024 due to decrease in workforce.
Other expenses
Other expenses increased by 94.33% from ₹2.88 million in the fiscal year ended March 31, 2023 to ₹5.60 million in
the fiscal year ended March 31, 2024. This was primarily due to an increase in the miscellaneous expenses (including
from the purchase of sundry assets).
Earnings before finance costs, depreciation, amortisation, and tax
As a result of the foregoing, earnings before finance costs, depreciation, amortisation and tax increased by 9.67% from
₹260.62 million in the fiscal year ended March 31, 2023 to ₹285.83 million in the fiscal year ended March 31, 2024.
Finance costs
Finance costs increased by 1.44% from ₹174.75 million in the fiscal year ended March 31, 2023 to ₹177.26 million in
the fiscal year ended March 31, 2024. This was primarily due an increase in the interest expense towards term loan
from bank.
Depreciation and amortisation expenses
Depreciation and amortisation expense increased by 0.27% from ₹50.21 million in the fiscal year ended March 31,
2023 to ₹50.35 million in the fiscal year ended March 31, 2024.
Profit before tax
139As a result of the foregoing, profit before tax increased by 63.26% from ₹35.66 million in the fiscal year ended
March 31, 2023 to ₹58.22 million in the fiscal year ended March 31, 2024.
Tax expense
Tax expense increased in the fiscal year ended March 31, 2024 from NIL in the fiscal year ended March 31, 2023 to
₹7.10 million in the fiscal year ended March 31, 2024 on account of increase in deferred tax charge.
Profit for the year
As a result of the foregoing, profit for the year increased by 43.34% from ₹35.66 million in the fiscal year ended
March 31, 2023 to ₹51.12 million in the fiscal year ended March 31, 2024.
Liquidity and Capital Resources
As of March 31, 2025, we had cash and cash equivalents of ₹64.30 million. Cash and cash equivalents primarily
consist of balances in current accounts, in deposits with original maturity of less than 3 months, escrow account,
cash on hand and cash and bank balances. Our primary uses of cash relates to payments for operating expenses.
We have in the past met our working capital and other capital requirements primarily from internal cash flows,
term loans and bank facilities as well as the issue of compulsorily convertible debentures. Following the Issue, we
expect that our liquidity requirements will be financed through cash and bank balances, cash flows from our
business operations as well as other funds raised from using equity or shareholder debt.
As of the date of this Key Information of the Scheme, our Investment Manager believes that we will have
sufficient working capital to fulfil our present requirements for the next 12 months.
The following table sets forth a selected summary of our statement of cash flows for the years indicated:
Particulars Year ended March 31,
2025 2024 2023
(₹ in millions)
Net cash flow from operating activities 404.06 221.09 314.56
Net cash (used in)/flow from investing
activities (83.43) 69.40 (64.08)
Net cash used in financing activities (303.79) (280.10) (246.29)
Net (decrease)/increase in cash and cash equivalents 16.84 10.39 4.19
Cash and cash equivalents at the
beginning of the year 47.46 37.07 32.88
Cash and cash equivalents at the end of the year 64.30 47.46 37.07
Net Cash Flow from Operating Activities
Financial year ended March 31, 2025
Net cash flow from operating activities for the year ended March 31, 2025 was ₹404.06 million. Our profit before tax
was ₹122.84 million which was adjusted for changes in working capital, income taxes paid (net of refunds) and also
aggregate of all non-cash items relating to financing and investing activities as well as other non-cash items, by a net
amount of ₹281.21 million, primarily for:
• Finance costs amounting to ₹161.15 million;
• Depreciation and amortisation expenses amounting to ₹50.29 million;
• Rental income on discounting of lease deposits amounting to ₹(8.19) million;
• Lease equalisation income amounting to ₹(28.32) million; and
• Interest income amounting to ₹(2.35) million.
• Liabilities written back amounting to ₹(2.43) million
There were also changes in working capital, primarily comprising:
• An increase in other financial liabilities amounting to ₹93.91 million mainly on account of lease deposit
received on new leases;
140• An increase in other liabilities amounting to ₹17.97 million mainly on account of increase in deferred lease
rentals on account of new leases;
• A decrease in trade payables amounting to ₹6.82 million mainly on account of decrease in payable to G-Corp
for maintenance services;
• An decrease in other assets amounting to ₹1.73 million mainly on account of decrease in prepaid expenses;
• An increase in other financial asset amounting to ₹1.39 million mainly on account of increase in unbilled
revenue; and
• An increase in trade receivables amounting to ₹7.57 million.
In addition, we had income taxes paid (net of refunds) of ₹13.24 million during the year ended March 31, 2025.
Financial year ended March 31, 2024
Net cash flow from operating activities for the year ended March 31, 2024 was ₹221.09 million. Our profit before tax
was ₹58.22 million which was adjusted for changes in working capital, income taxes paid (net of refunds) and also
aggregate of all non-cash items relating to financing and investing activities as well as other non-cash items, by a net
amount of ₹ 162.86 million, primarily for:
• Finance costs amounting to ₹177.26 million;
• Depreciation and amortisation expenses amounting to ₹50.35 million;
• Rental income on discounting of lease deposits amounting to ₹(14.22) million;
• Lease equalisation income amounting to ₹(30.40) million; and
• Interest income amounting to ₹(3.14) million.
There were also changes in working capital, primarily comprising:
• An increase in other financial liabilities amounting to ₹0.16 million mainly on account of lease deposit
refunded on leases;
• A decrease in other liabilities amounting to ₹3.59 million mainly on account of decrease in statutory dues;
• An increase in trade payables amounting to ₹8.52 million mainly on account of increase in payable to G-Corp
for maintenance services;
• An increase in other assets amounting to ₹10.12 million mainly on account of increase in prepaid expenses;
• An increase in other financial asset amounting to ₹3.80 million mainly on account of increase in unbilled
revenue; and
• A decrease in trade receivables amounting to ₹7.38 million.
In addition, we had income taxes paid (net of refunds) of ₹(15.49) million during the year ended March 31, 2024.
Financial year ended March 31, 2023
Net cash flow from operating activities for the period ending March 31, 2023 was ₹314.56 million. Our profit before
tax was ₹35.66 million which was adjusted for changes in working capital, income taxes paid (net of refunds) and also
aggregate of all non-cash items relating to financing and investing activities as well as other non-cash items, by a net
amount of ₹278.90 million, primarily for:
• Finance costs amounting to ₹174.74 million;
• Depreciation and amortisation expenses amounting to ₹50.21 million;
• Rental income on discounting of lease deposits amounting to ₹(7.27) million;
• Lease equalisation income amounting to ₹4.63 million; and
• Interest income amounting to ₹(2.07) million.
141There were also changes in working capital, primarily comprising:
• An increase in other financial liabilities amounting to ₹33.68 million mainly on account of lease deposit
received on leases;
• An decrease in other liabilities amounting to ₹0.09 million mainly on account of decrease in statutory dues;
• An increase in trade payables amounting to ₹8.89 million mainly on account of increase in payable to G-Corp
for maintenance services;
• A decrease in other assets amounting to ₹11.99 million mainly on account of decrease in advances to
suppliers;
• An increase in other financial asset amounting to ₹3.68 million mainly on account of increase in unbilled
receivables; and
• An increase in trade receivables amounting to ₹16.79 million.
In addition, we had income taxes paid (net of refunds) of ₹ 24.66 million during the year ended March 31, 2023.
Net Cash Flow from Investing Activities
Net cash flow from/ (used in) investing activities for the period ending March 31, 2025 was ₹(83.43) million, primarily
arising out of investment in fixed deposits.
Net cash flow from/ (used in) investing activities for the period ending March 31, 2024 was ₹69.40 million, primarily
arising out of redemption of fixed deposits.
Net cash flow from/ (used in) investing activities for the period ending March 31, 2023 was ₹(64.08) million, primarily
arising out of investment in fixed deposits.
Net Cash Flow from Financing Activities
Net cash flow from/ (used in) financing activities for the period ending March 31, 2025 was ₹(303.79) million,
primarily arising out of (a) repayment of short term borrowings (net) (b) repayment of long term borrowings and (c)
interest expense.
Net cash flow from/ (used in) financing activities for the period ending March 31, 2024 was ₹(280.10) million,
primarily arising out of (a) repayment of short term borrowings (net) (b) repayment of long term borrowings and (c)
interest expense.
Net cash flow from/ (used in) financing activities for the period ending March 31, 2023 was ₹(246.29) million,
primarily arising out of (a) repayment of short term borrowings (net) (b) repayment of long term borrowings and (c)
interest expense.
Borrowings
The following table presents a breakdown of outstanding borrowings as at March 31, 2025:
Particulars Year ended March 31, 2025
(₹ in millions)
(A) Non-current borrowings
Secured
Term Loan from a bank 972.58
Unsecured
Liability Component of Compulsorily Convertible debentures (‘CCD’) from related parties 349.51
Total non-current borrowings (A) 1,322.09
(B) Current Borrowings
Current maturities of long-term debt (Term loan from bank) 185.28
Total current borrowings (B) 185.28
(C) Interest accrued
Interest accrued but not due on CCD from related parties 95.29
Interest accrued but not due on term loan from bank 0.20
Total interest (C) 95.49
Total Borrowings (D=A+B+C) 1,602.86
Immediately upon listing of the Titania Units, the Investment Manager expects that PropShare Titania will be without
any of the above borrowings. Please also refer to “Financial Indebtedness” and “Risk Factor - Our actual results may
be materially different from the Projections included in this Key Information of the Scheme. Accordingly, investors
142should not place undue reliance on or base their investment decision solely on this information” from page 147 to 149
and page 43 to 44, respectively.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations as of March 31, 2025:
Particulars Carrying value Total 0-1 year 1-5 years More than 5
as at March 31, years
2025
(₹ in millions)
Borrowings (Current and non-current) 1,507.37 2,765.44 479.47 1,874.39 411.58
Trade payables 16.37 16.37 16.37 0.00 0.00
Other financial liabilities (Current and non- 309.86 309.87 122.20 187.66 0.00
current)
Total 1,833.60 3,091.67 618.04 2,062.05 411.58
Off-Balance Sheet Arrangements and Contingent Liabilities
We do not have any material off-balance sheet arrangements.
The table below sets forth our contingent liabilities as per Ind AS 37 Provisions, Contingent Liability and Contingent
Assets for the following years:
Particulars As on date of Year ended March 31,
filing of this Key 2025 2024 2023
Information of
the Scheme
(₹ in millions)
In respect of Income-Tax matters (1,2,3) 710.11 710.11 629.61 629.61
Note:
(1) Titania SPV had received assessment order under section 143(3) of the Income Tax Act, 1961 raising demand of ₹221.78 millions for AY 2017
- 18. The Assessing Officer has passed assessment order disallowing interest expenses relating to utilisation of borrowed funds for payment
to shareholders on capital reduction and interest is to be treated as capital expenditure in nature. Titania SPV has filed appeal before the
Commissioner of Income tax Appeals on this issue. The management of the Titania SPV believes that the amount demanded will not be
sustained and accordingly no provision is recognised in the financial statements.
(2) Titania SPV has received an order under section 201(1) of the Income tax Act, 1961 raising a demand of ₹407.83 millions for AY 2018-19 for
failure to withhold taxes on sale consideration paid to NVD Holdings, Mauritius, for the transfer of shares of N V Developers Private Limited.
The SPV has filed appeal before the Commissioner of Income tax Appeals on this issue. The management of the Titania SPV believes that the
amount demanded will not be sustained and accordingly no provision is recognised in the financial statements.
(3) Titania SPV has also received a draft order dated March 26, 2025, under Section 144C(1) of the Income-tax Act, 1961, from the Income Tax
Department, wherein the variation in total transfer pricing on international transactions is computed at ₹ 80.50 million. Titania SPV has filed
its objection with the Dispute Resolution Panel on April 24, 2025. The management of the Titania SPV believes that the amount demanded
will not be sustained and accordingly no provision is recognised in the financial statements.
For further details, please refer to “Risk Factors – Significant differences exist between Ind AS and other accounting
principles, such as IFRS and U.S. GAAP, which may be material to your assessment of our financial condition, results
of operations and cash flows.” on page 52.
Non-GAAP Measures
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. 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.
Net Operating Income (“NOI”) and NOI Margin
Based on the ‘management approach’ as specified in Ind AS 108, our chief operating decision maker (“CODM”)
evaluates our performance and allocates resources based on an analysis of various performance indicators by operating
143segments. 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 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/small and medium
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 may not
be comparable to the NOI of other companies/REITs/small and medium REITs due to the fact that not all
companies/REITs/small and medium REITs use the same definition of NOI. Accordingly, there can be no assurance
that our basis for computing this non-GAAP measure is comparable with that of other companies/REITs/small and
medium REITs.
We define NOI for each of our segments as follows:
NOI is defined as:
• Revenue from operations (which includes (i) revenue from lease rentals, (ii) income from maintenance
services) less.
• Direct operating expenses (which includes operating and maintenance expenses excluding certain one-time
repair and maintenance expenses).
We define NOI Margin as a ratio of NOI to revenue from operations.
The following tables presents a reconciliation from profit for the year to NOI and NOI Margin for the years indicated
below:
Particulars Year ended March 31,
2025 2024 2023
(₹ in millions, unless otherwise stated)
Profit for the year 89.69 51.12 35.66
Add: Tax expense 33.15 7.10 0.00
Profit before tax 122.84 58.22 35.66
Add: Depreciation & amortisation expenses 50.29 50.35 50.21
Add: Finance costs 161.15 177.26 174.75
Earnings before finance costs, depreciation, amortisation 334.28 285.83 260.62
and tax (EBITDA)
Add: Other expenses 17.56 5.60 2.88
Add: Employee benefits expenses 0.12 0.13 0.44
Less: Other income (5.57) (6.85) (4.35)
NOI (A) 346.39 284.71 259.59
Revenue from Operations (B) 395.09 339.80 306.35
NOI Margin (C = A/B) (%) 87.67% 83.79% 84.74%
Earnings before finance costs, depreciation, amortisation, exceptional items and tax
We use earnings before finance costs, depreciation, amortisation, and tax (“EBITDA”) internally as a performance
measure. We believe it provides useful information to investors regarding our financial condition and results of
operations because it provides a direct measure of the operating results of our business segments. Other companies
may use different methodologies for calculating EBITDA, and accordingly, our presentation of the same may not be
comparable to other companies.
EBITDA and EBITDA Margin do not have a standardized meaning, nor is it a recognized measure under Ind AS or
IFRS and may not be comparable with measures with similar names presented by other companies. EBITDA and
EBITDA Margin should not be considered by itself or as a substitute for comparable measures under Ind AS or IFRS
or other measures of operating performance, liquidity or ability to pay dividends. Our EBITDA and EBITDA Margin
may not be comparable to the EBITDA, EBITDA Margin or other similarly titled measures of other companies/REITs
due to the fact that not all companies/REITs use the same definition of EBITDA, EBITDA Margin or other similarly
titled measures. Accordingly, there can be no assurance that our basis for computing this non-GAAP measure is
comparable with that of other companies/REITs.
We define EBITDA Margin as a ratio of EBITDA to revenue from operations.
144We believe that the comparable Ind AS metric to our EBITDA is profit for the year. Therefore, the following tables
present a reconciliation from profit for the year to EBITDA and EBITDA Margin for the years indicated below:
Particulars Year ended March 31,
2025 2024 2023
(₹ in millions, unless otherwise stated)
Profit/(loss) for the year 89.69 51.12 35.66
Add: Tax expense 33.15 7.10 0.00
Profit before tax 122.84 58.22 35.66
Add: Depreciation & amortisation expenses 50.29 50.35 50.21
Add: Finance costs 161.15 177.26 174.75
Earnings before finance costs, depreciation, amortisation
and tax (EBITDA) (A) 334.28 285.83 260.62
Revenue from Operations (B) 395.09 339.80 306.35
EBITDA Margin (C = A/B) (%) 84.61% 84.12% 85.08%
Quality of Earnings Discussion
Set forth below is a brief summary of our material accounting policies relating to the key components of our results of
operations:
(1) Qualitative Disclosures about Market Risk
We are exposed to credit risk, liquidity risk and market risk in the normal course of our business. Our risk management
approach seeks to minimize the potential material adverse effects from these exposures. We have implemented risk
management policies and guidelines that set out our tolerance for risk and our general risk management philosophy.
Accordingly, we have established a framework and process to monitor the exposures to implement appropriate
measures in a timely and effective manner.
(a) Credit Risk
Credit risk is the risk of financial loss to PropShare Titania if a customer or counterparty to a financial instrument fails
to meet its contractual obligations, and arises principally from an SPV’s receivables from customers, loans and cash
and cash equivalents. The carrying amount of financial assets represents the maximum credit exposure.
(b) Liquidity Risk
Liquidity risk is the risk that Titania SPV will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. Titania SPV’s approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation.
(c) Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates which will affect
the SPV’s income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimizing the return.
(d) Interest Rate Risk
Titania SPV’s main interest rate risk arises from long-term borrowings with variable rates, which exposes it to cash
flow interest rate risk.
The exposure of PropShare Titania’s borrowing to interest rate changes at the end of year are as follows:
Particulars Year ended March 31,
2025 2024 2023
(₹ in millions)
Variable rate borrowings 1,157.86 1,316.53 1,299.85
Fixed rate borrowings 349.51 375.80 399.27
Total Borrowings 1,507.37 1,692.33 1,699.12
A reasonably possible change of 100 basis points in interest rates at the reporting date would have
increased/(decreased) profit by the amounts as under:
145Particulars Year ended March 31,
2025 2024 2023
(₹ in millions)
Interest rates – increase by 100 basis points (11.58) (13.17) (13.00)
Interest rates – Decrease by 100 basis points 11.58 13.17 13.00
(2) Known Trends and Uncertainties
Our business has been affected and is likely to continue to be affected by the trends identified in “Our Business and
Property” and “Risk Factors”. Except as described in the “Our Business and Property” and “Risk Factors” sections
from page 23 to 36 and from page 41 to 54, respectively, there are no known trends or uncertainties which are expected
to have a material adverse impact on our revenue from operations.
(3) Unusual or Infrequent Events or Transactions
Other than as described in this section and in “Risk Factors” and “Our Business and Property” from page 41 to 54 and
from page 23 to 36, respectively, there have been no events or transactions which may be described as “unusual” or
“infrequent”.
(4) Significant economic changes that materially affected or are likely to affect revenue from operations
Other than as described in this section and in “Risk Factors”, “Industry Overview” and “Our Business and Property”
from page 41 to 54, from 63 to 120 and from page 23 to 36, respectively, there have been no significant economic
changes that materially affected or are likely to affect income from continuing operations.
(5) Future Change in Relationships between Costs and Income
Other than as described in this section and the sections of this Key Information of the Scheme entitled “Risk Factors”
and “Our Business and Property” from page 41 to 54 and from page 23 to 36, respectively, there are no known factors
which will have a material adverse impact on our operations or financial condition to our Investment Manager’s
knowledge.
(6) New Product or Business Segments
As of the date of this Key Information of the Scheme, we do not have any plans for new business segments.
(7) Tenant Concentration
For the details of our tenant concentration, see “Risk Factors – A significant portion of our revenues is derived from a
limited number of large tenants in the banking, financial services and insurance (“BFSI”), healthcare & life sciences
and technology sectors. Any conditions that impact these tenants or the respective sectors or cities in which they
operate may adversely affect our business, results and financial condition.” from page 44 to 45.
(8) Seasonality
Our business is not subject to material seasonal fluctuations.
(9) Related Party Transactions
Property Share Investment Trust and PropShare Titania have not entered into any transactions with related parties,
other than the transaction allowed under Regulation 26ZL of the REIT Regulations, which are in the nature of payment
of fees by the Property Share Investment Trust and PropShare Titania to the (i) Investment Manager; and (ii) Trustee
for carrying on the activities of the Property Share Investment Trust and PropShare Titania (if any). The Investment
Manager has deposited a sum of ₹100 million with the Titania SPV in furtherance of the Term Sheet dated March 28,
2025, as earnest money deposit for the proposed acquisition of the Titania SPV. Further, the Investment Manager will
be reimbursed this money from Titania SPV reserve cash balance, post listing of Titania Units on the Stock Exchange.
For further details, please see “Use of Proceeds - Acquisition of the entire issued and paid-up equity share capital of
the Titania SPV as per the Share Purchase Agreement – Earnest Money Deposit” on page 156.
(10) Significant Developments since March 31, 2025
Unless otherwise disclosed in this Key Information of the Scheme, the Investment Manager believes that there have
not been any circumstances since March 31, 2025 which materially and adversely affects or are likely to affect our
business or profitability, the value of our assets, or ability to pay our liabilities within the next 12 months.
146FINANCIAL INDEBTEDNESS
The details of indebtedness of the Titania SPV as at June 30, 2025, together with a brief description of certain material covenants
of the relevant financing agreements, are provided below:
I. List of loans/credit facilities availed by Eranthus Developers Private Limited:
Sr. Date of the Loan Name of the Name of the Nature of Amount Amount Amount
No. Agreement Borrower Lender Facility Sanctione availed as on Outstanding as
d (in ₹ June 30, on June 30,
million) 2025 (in ₹ 2025 (in ₹
million) million)
1. January 30, 2018 NV Developers HDFC Bank Discounting of 2,400.00 2,255.40 1,353.20
Private Limited Limited license fees/
lease rentals
(Amalgamated
with Eranthus
Developers
Private Limited
vide the NCLT
Order dated
March 8, 2019)
2. June 30, 2023 Eranthus HDFC Bank Loan against 1,000.00 200.00 199.90
Developers Limited discounting of
Private Limited receivables
facility to the
Borrower
Principal terms of the borrowings availed by the Titania SPV from banks:
1. Interest: In terms of the loans availed by the Titania SPV, the interest rate is summation of a base rate of the
lender and a negative spread. The spread varies between different loans. Some of the arrangements also
provide for increases in the rate of interest in the event of any specific non-compliances.
2. Term: The term of the loans availed by the Titania SPV ranges from 10 to 12 years.
3. Security: In terms of the borrowings availed by the Titania SPV, security in favour of the lender has been
created by way of executing exclusive mortgage/ charge/ security interest over certain specified portions of
the property in favour of the lender; including charge over the receivables in respect of such property, escrow
accounts created in respect of the property, and other movable assets in respect of the defined property.
4. Re-payment: The repayment period for term loans ranges from 10 to 12 years. However, the same is
indicative in nature, and subject to modification basis various events.
5. Pre-payment: The pre-payment of the term loans is permitted, subject to confirmation by the lender and after
receiving notice of the same from the borrower.
6. Restrictive Covenants: The facilities availed by the Titania SPV have certain covenants, whereby the Titania
SPV is restricted from undertaking certain actions without the prior consent of the lender, including:
(a) Raising any loans from any other source;
(b) Undertake any merger, de-merger, consolidation, re-organisation with its creditors or shareholders;
(c) Create any encumbrance or any preferential arrangement of its assets or sell, transfer, lease or
dispose of with any of the assets;
(d) Declare or pay any dividend or authorise any distributions unless it has paid all dues in respect to
the loan;
(e) Make any investments by way of deposits, financial facilities or investments;
(f) Amend or modify their constitutional documents;;
(g) Change in auditors; and
(h) Assignment or transfer of any obligations, rights or benefit.
147The covenants above are only indicative, and there may be additional restrictive conditions and covenants
under the facility arrangements entered into by the Titania SPV.
7. Events of Default: Facility agreements entered into by the Titania SPV typically contain customary standard
events of default for such arrangements, including but not limited to:
(a) Failure to pay, when due, of any principal amounts, interest, penal interest, any commission or fee,
costs, charges or any other amount owed under the loan documents;
(b) Non-performance of material obligations under the loan documents;
(c) Any event leading to stoppage of business of the borrower;
(d) Institution of any legal proceedings against the borrower which could cause a material adverse effect;
(e) Revocation, termination or suspension of a material approval, or clearance, which has a material
adverse effect of the borrower;
(f) Compulsory acquisition, nationalisation, or expropriation of material assets of the borrower which
has a material adverse effect on the borrower;
(g) Initiation of insolvency resolution process of the borrower;
(h) Cross-defaults;
(i) Supply of misleading information;
(j) Any event resulting in a material adverse effect;
(k) Breach of any financial covenants stipulated in the loan documents;
(l) Violation of any term of the relevant agreement or any other borrowing agreement;
(m) Utilisation of funds for purposes other than the sanctioned purpose; and
(n) Failure to create/ perfect security as required.
This is an indicative list and there are additional terms that may amount to an event of default under the
various borrowing arrangements entered into by the Titania SPV.
II. Titania SPV has issued the following CCDs, terms of which are proposed to be varied such that the CCDs are cancelled,
and OCDs are issued against them post Bid/ Issue Closing Date and prior to filing the Final Key Information of the
Scheme and will be redeemed upon listing of the Titania Unit.
Sr. Name of debenture holder No. of debentures Face value (in ₹) Amount (in ₹) % of holding
No.
1. GOF I (Master A) Pte. Ltd. 6,71,125 1,000 67,11,25,000 81.25
2. Anamudi Real Estate LLP. 1,54,875 1,000 15,48,75,000 18.75
TOTAL 8,26,000 - 82,60,00,000 100.00
The key terms of the CCDs issued by Titania SPV are as follows:
1. Interest: The CCDs will have a fixed coupon rate of 12% (twelve per cent) per annum.
2. Term: 15 (fifteen) years, unless converted earlier.
3. Conversion: The CCDs can be converted into equity shares at the option of the debenture holder, any time
after three years from the date of issuance, with a ratio of 1:100 (one CCD convertible into hundred equity
shares).
4. Transferability: The CCDs and the rights and benefits under them are transferable under private
arrangements, subject to restrictions imposed by the CCD agreement, as well as the constitutional documents
of the company. The party to which the CCDs are transferred will retain the same rights and responsibilities
attached with the CCDs, as those afforded to the transferor.
5. Maturity: At the end of the stipulated term prescribed in point (ii) above, the CCDs will be mandatorily
converted into equity shares.
Except as disclosed above, there is no outstanding financial indebtedness at PropShare Titania level.
148Leverage
The Titania SPV shall immediately upon receipt of the listing and trading approval, utilise its cash and cash equivalents to
repay/ prepay in full the borrowings availed from HDFC Bank Limited, as referred to above. Upon such repayment, HDFC
Bank Limited shall issue a no dues certificate confirming the discharge of the said borrowings in full.
The Investment Manager hereby undertakes that in accordance with the REIT Regulations, PropShare Titania shall be envisaged
as a non-leverage scheme post listing of the Titania Units.
Borrowings
The Investment Manager shall ensure that all funds borrowed in relation to PropShare Titania are in compliance with the REIT
Regulations. Except as disclosed below, there are no borrowings of the Trust and the Investment Manager:
Borrowing details
Investment Manager ₹100.98 million*
* Please note that pursuant to execution of a binding term sheet dated March 28, 2025 with the Titania SPV and its existing shareholders, the Investment
Manager has availed a short-term borrowing from its parent company for funding the earnest money deposit requirement of ₹100 million. An amount of
₹ 0.98 million is the accrued interest on the said borrowing for the period ending March 31, 2025.
Accordingly, the Investment Manager has formulated a borrowing policy to outline the process for borrowing monies in relation
to the Schemes of the Trust.
Further, as on June 30, 2025, the total outstanding amount of Titania SPV pursuant to the loans from HDFC Bank Limited ₹
1,553.10 million. The Investment Manager (through Titania SPV) has received the consent from the lender regarding the
proposed Issue. Additionally, the Titania SPV intends to repay the loan immediately on receipt of listing and trading approval
from the Designated Stock Exchange. The outstanding loans availed from HDFC Bank Limited will be repaid by the Titania
SPV from the available cash and cash equivalents, and the Net Proceeds shall not be utilised for the same.
Therefore, there will be no leverage in the PropShare Titania at all times, post listing of the Titania Units. For further details
see “Risk Factors – While we have executed the definitive agreements with respect to the Formation Transactions, the closing
of these is subject to fulfilment of certain conditions. Therefore, our ability to consummate these transactions will impact the
ability of the Investment Manager to complete this Issue” from page 41 to 42.
149MANAGEMENT FRAMEWORK
Proposed Management 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 Titania to differ materially from those forecasted or projected in this Key Information of the Scheme. As per
Regulation 26S(5) of the REIT Regulations, 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 Property Share Investment
Trust, the Parties to the Property Share Investment Trust, the PropShare Titania 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 Titania 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” from page 41 to 54.
Under Regulation 10(4) of the REIT Regulations, the investment manager is required to undertake the management of the REIT
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 Titania
SPV.
Management Framework for Project Titania
Current framework
As on the date of this Key Information of the Scheme, the Titania SPV is proposed to be managed by the Investment Manager
either directly, or through appointment of third-party service providers. The management of the Project Titania 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 Property Share Investment Trust to manage the assets and investments of the Property Share
Investment Trust and undertake the operational activities of the Property Share Investment Trust.
In accordance with the REIT Regulations, the Investment Manager is required to undertake the management of the SM REIT
Asset 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 Titania SPV.
Set out below is an overview of the proposed management framework, post listing, of the Titania SPV of the PropShare Titania:
Investment Manager will undertake the Property management Services and Titania SPV 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;
Common Area Maintenance
The scope of common area maintenance services shall include, inter alia:
1501. 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 Titania (through the Property Share Investment Trust) would include
(i) fees payable to the Trustee (for rendering its services to PropShare Titania);
(ii) fees payable to the Auditor; and
(iii) fees payable to other intermediaries and consultants; and other miscellaneous expenses.
Further, the PropShare Titania will incur or reimburse expenses in relation to this Issue.
The Titania SPV will also incur recurring fees under the management framework for the Project Titania, as described above.
The estimated recurring expenses on an annual basis are as follows:
Payable by PropShare Titania Estimated Expenses
Trustee Fees See Note 1
Fees Payables to Investment Manager Refer “Fees Charged by Investment Manager” on page 151.
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 ₹ 0.1 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 Titania shall pay to the Investment Manager, whether directly or via Titania SPV, the following:
1. Scheme management fee: No scheme management fee for FY26. Up to 0.50% of the gross proceeds (including the
Investment Manager’s contribution) from PropShare Titania’s offer (“Gross Proceeds”) for FY27 and onwards.
2. Property management fee: No fees are being charged by the Investment Manager for the same.
3. Property acquisition fee: For all acquisitions by PropShare Titania, including the current acquisition, the Investment
Manager shall be entitled to a fee equivalent up to 1% of the purchase price.
4. Divestment fee: In the event of any divestment of Project Titania by the scheme post listing, the Investment Manager
shall be entitled to a fee of up to 3% of the sale price (including selling expenses and IPC brokerage).
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 159.
151Total Expense Ratio of PropShare Titania
The total expenses for PropShare Titania are estimated to be approximately ₹ 16.06 million for FY 26, ₹ 37.84 million for FY
27, ₹ 39.25 million for FY 28 and ₹ 40.81 million for FY 29.
The breakup of total expenses is laid out in the table below:
(₹ in millions)
Particulars Projected Expenses(1)
FY 26 FY 27 FY 28 FY 29
Projected PropShare 2.01 2.21 2.43 2.67
Titania expenses(2)
Projected Titania SPV 14.05 11.98 13.17 14.49
expenses(3)
Scheme Management - 23.65 23.65 23.65
fees(4)
Total Expenses(5) 16.06 37.84 39.25 40.81
Accordingly, the Total Expense Ratio(6) of PropShare Titania is estimated to be 0.34% for FY 26, 0.80% for FY 27, 0.83% for
FY 28, and 0.86% for FY 29.
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” from page 43 to 44 and
“Projections” at Annexure 2.
(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 Titania.
(4) For further details, please see “Management Framework – Fees Charged by Investment Manager” at page 151.
(5) Total Expenses include Scheme expenses, SPV expenses, and Scheme Management fees.
(6) Total Expense Ratio is equal to Total Expenses divided by total investment by Titania Unitholders.
152USE OF PROCEEDS
The gross proceeds (including the Investment Manager’s Contribution i.e. 5% of the Issue) from the Issue will be up to ₹ 4,730
million (“Gross Proceeds”), of which the Net Proceeds will be ₹ [●] million. The Issue Proceeds will be utilised by PropShare
Titania towards the following objects:
(i) Acquisition of the entire issued and paid-up equity share capital of the Titania SPV as per the Share Purchase
Agreement;
(ii) Providing loan to the Titania SPV for extinguishment and redemption of the debenture liability of the Titania SPV, by
redeeming the OCDs* (including any accrued interest); and
(iii) General purposes
* Upon Bid/ Issue Closing Date and prior to Final Key Information of the Scheme, the existing CCDs of the Titania SPV will be transferred (pursuant to
the CCD Purchase Agreement) to the Identified Third Party and thereafter, the terms will be varied such that the CCDs are cancelled, and OCDs are
issued against them..
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 4,730
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 entire issued and paid-up equity share capital of the Titania SPV as per the 2,170.00
Share Purchase Agreement
(ii) P roviding loan to the Titania SPV for extinguishment and redemption of the debenture liability 2,329.40
of the Titania SPV, by redeeming the OCDs (including any accrued interest)
(iii) 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 Titania and are only utilised for Issue Proceeds or refund of money to the applicants until such Titania
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 Issue Proceeds
The details of utilisation of the Issue Proceeds are set forth herein below:
(i) Acquisition of the entire issued and paid-up equity share capital of the Titania SPV as per the Share Purchase
Agreement
The Investment Manager proposes to acquire the entire issued and paid-up equity share capital of the Titania SPV.
The Investment Manager, acting on behalf of PropShare Titania, had executed a binding term sheet dated March 28,
2025, with Titania SPV and its shareholders (GOF and Anamudi, as defined below). Pursuant to the same, the Share
Purchase Agreement has been executed between the Investment Manager, Trust and Trustee (acting on behalf of the
Trust and PropShare Titania) with Titania SPV and the shareholders, GOF I (Master A) Pte. Ltd. (“GOF”) and
Anamudi Real Estates LLP (“Anamudi”) holding 100% (one hundred per cent) of the issued, subscribed, and fully
paid-up share capital of Titania SPV (collectively, GOF and Anamudi are hereinafter, “Sellers”), regarding proposed
acquisition of Titania SPV and the underlying SM REIT Asset (“SPA”).
The key terms of the SPA are set out below:
153Parameter Description
Sellers (a) GOF, holding 6,71,12,500 (six crore seventy-one lakhs twelve
thousand five hundred) equity shares, aggregating to 81.25%
(eighty-one and twenty-five hundredths’ percent) of the Titania
SPV; and
(b) Anamudi, holding 1,54,87,500 (one crore fifty-four lakhs eighty-
seven thousand five hundred) equity shares, aggregating to
18.75% (eighteen and seventy-five hundredths percent) of the
Titania SPV.
Purchaser PropShare Titania (acting through the Trustee)
Details of the SM REIT Asset Office premises on the 5th (part), 7th, 9th, 11th, 12th and 13th level in the
G Corp Tech Park along with 370 car parking spaces. The total property
has a leasable area of 4,37,973 sq. ft. located at Thane-Ghodbunder
Road, Wadhavli Village, District Thane, Maharashtra.
Sale and Purchase The Purchaser, acting through the Investment Manager, proposes to
acquire 100% (one hundred percent) of the issued, subscribed and fully
paid-up capital of the Titania SPV consisting of 8,26,00,000 (eight
crore twenty-six lakhs) equity shares (“Sale Shares”) from the Sellers.
The Sale Shares will be transferred by the Sellers to the Purchaser in
their demat account within 3 (three) Business Days of the Bid Closing
Date (“Share Transfer”/ “Share Transfer Date”). The transfer of the
Sale Shares shall be conditional on the satisfaction (or waiver, in whole
or in part, by the Purchaser) of the Conditions Precedent (as
enumerated below) to the reasonable satisfaction of the Purchaser.
The consideration for purchase of the Sale Shares will be paid directly
to the Sellers upon receipt of listing and trading approval, which in no
event later than 3 (three) Business Days from the Share Transfer Date
(“Closing Date”).
Conditions Precedent The Sellers are required to satisfy, inter-alia, the following conditions:
(a) Confirmation that all the conditions precedent under the CCD
Purchase Agreement have been completed or waived, as
applicable;
(b) Confirmation that the warranties provided by them under the SPA
are true and accurate in all respects and not misleading on the date
of confirmation and the Closing Date; and
(c) Submission of a signed status report from an independent
chartered accountant firm (acceptable to the Purchaser) providing
the status of pending tax proceedings, notices or any outstanding
tax demand against the Sellers for taxes under the IT Act as on
the date of such report.
The Titania SPV is required to satisfy, inter-alia, the following
conditions:
(a) Declaration confirming the execution and registration of the
NCLT order dated March 08, 2019, which sanctioned the scheme
of amalgamation between NV Developers Private Limited and
the Titania SPV, and annexing the same;
(b) Copy of the application for change in management of the SM
REIT Asset in respect of the IT Park Registration Certificate
dated April 30, 2014;
(c) No-objection certificate from the G Corp Tech Park
Condominium in relation to the change in management of the SM
REIT Asset;
154Parameter Description
(d) Confirmation that the existing leave and license agreements with
the present tenants of the SM REIT Asset are valid and subsisting
in nature, and no notice to vacate has been received in respect of
the same;
(e) Confirmation that all applicable property taxes and other statutory
dues in relation to the SM REIT Asset are cleared; and
(f) Confirmation that the SM REIT Asset is free from all
encumbrances, other than the mortgage created by the existing
loans of the Titania SPV.
Pre-Closing Obligations The following is required to be done prior to Closing of the SPA:
(a) A notice should be issued 1 (one) Business Day prior to the Share
Transfer Date for convening the meeting of board of directors of
the Titania SPV to take on record the transfer of Sale Shares to
the Purchaser and appointment of 1 (one) nominee director of the
Purchaser to the board of directors of the Titania SPV. The
resolutions required to bring this in effect shall be passed on the
Share Transfer Date;
(b) The Purchaser shall obtain a valuation report certifying the fair
market value of the Sale Shares and provide it to the Sellers; and
(c) The Purchaser shall provide in writing that the warranties
provided by the Purchaser are true, correct, and accurate in all
respects and not misleading as on the date of the confirmation and
the Closing Date.
Closing Closing shall occur not later than 3 (three) Business Days from the
Share Transfer Date, and on receipt of consideration by the Sellers for
the Sale Shares and repayment of the existing debt of the Titania SPV.
However, the Closing shall be subject to closing under the CCD
Purchase Agreement.
Post-Closing Obligations Upon payment of the consideration by the Purchaser to the Sellers on
the Closing Date, the following steps shall be undertaken:
(a) Repayment of the existing debt of the Titania SPV;
(b) Titania SPV shall approve the appointment of two additional
directors, nominated by the Investment Manager, on its board of
directors;
(c) Sellers shall ensure that the directors nominated by them, and the
company secretary submit a letter of resignation to the Titania
SPV, and the Titania SPV shall take the same on record; and
(d) Transfer of complete and accurate copies and document
pertaining to title, leave and license agreements, and all other
approval, consents, licenses, etc by the Sellers.
The Purchaser is obligated to undertake relevant corporate actions and
ensure the necessary form filings within the timeline prescribed under
the SPA and applicable laws. Further, as per the side-letter dated July
11, 2025, the Purchaser has to ensure that in the event the consideration
is not remitted to the Sellers within the stipulated timelines, actions
shall be taken to either remedy the same or ensure reversal of the steps
taken in pursuance of the SPA.
Representation & Warranties The Sellers have represented and warranted, inter-alia, the following
to be true and correct as on the date of execution of the SPA, the Share
Transfer Date, and the Closing Date:
(a) They are the absolute legal and beneficial owner of the Sale
Shares held by them and have validly subscribed/ acquired the
155Parameter Description
same;
(b) The Sale Shares are fully paid-up, free from all encumbrances and
the Sellers hold good and marketable right, title and interest in
them as on the date of execution of the SPA and immediately
prior to the Share Transfer Date;
(c) The Sale Shares are held in dematerialised form and all
information given by the Sellers to the Purchaser with respect to
its Sale Shares is true and accurate in all respects; and
(d) With respect to Section 281 of the IT Act, there are no pending
tax proceedings or outstanding tax demands and/ or no completed
tax proceedings under the IT Act, that would result in the transfer
of Sale Shares being declared void.
The Purchaser has represented and warranted, inter-alia, the following
to be true and correct as on the date of execution of the SPA, Share
Transfer Date and Closing Date:
(a) The consideration is not directly/ indirectly derived from any
criminal or unlawful activity and is in compliance with anti-
money laundering and anti-corruption laws, and does not expose
the Sellers to any violations; and
(b) It shall ensure that the Investment Manager shall not, until the
consideration has been received by the Sellers, undertake any
change in its shareholding patterns, constitutional documents, and
board composition.
Indemnity The Sellers have, jointly and severally, agreed to indemnify the
Purchaser, Titania SPV, Trustee and other authorised parties
(“Indemnified Parties”) for a period of five year from the Closing
Date against any losses sustained, incurred and suffered, inter-alia, in
relation to or arising out of:
(a) Breach of any Representation & Warranties, non-fulfilment/
failure of performance by Sellers/ Titania SPV, as stipulated in
the SPA;
(b) Any tax demand, liabilities, including interest and other charges,
on the Titania SPV, for any period prior to the Share Transfer
Date; and
(c) Any fraud, gross negligence or wilful misconduct on the part of
the Sellers in relation to the conduct of business of the Titania
SPV prior to the Closing Date.
Further, in respect of certain specific matters (relating to tax
proceedings), the Sellers have agreed to indemnify the Indemnified
Parties against any amount payable, including interest, penalties and
other charges, upon conclusion of the proceedings pursuant to a
demand/ order by the relevant tax authorities.
Earnest Money Deposit Pursuant to the Term Sheet, an earnest money deposit (“EMD”) of ₹
100 million was deposited by the Investment Manager in the Titania
SPV. The Titania SPV is obligated to refund the same to the Investment
Manager, once the consideration under the SPA as well as the CCD
Purchase Agreement has been received by the Sellers.
However, the EMD can be forfeited if: (i) the Issue is not completed on
or prior to August 31, 2025 (unless mutually extended); or (ii) the
consideration is not paid to the Sellers on or prior to 60 (sixty) calendar
days from the execution of the SPA or within 8 (eight) Business Days
of the Bid/ Issue Closing Date (or such other date as may be mutually
agreed between the parties).
156Parameter Description
Expiry and Termination The SPA can be terminated in case of any material breach of any of the
terms by any party, by giving a prior written notice.
Further, if the CCD Purchase Agreement gets terminated prior to its
successful closing, and/ or prior to the payment of consideration for the
Sale Shares, the SPA will automatically stand terminated.
In the event of non-occurrence of Share Transfer or non-payment of
consideration, the Sellers can at their sole discretion, terminate the
SPA.
Dispute Resolution All disputes or differences regarding the SPA shall be submitted to final
and binding arbitration at the request of any party, upon written notice
to that effect to other parties. The arbitration shall be in accordance
with the rules of the Singapore International Arbitration Centre, the
proceedings shall be in English, and the venue and seat shall be in
Mumbai.
The courts of Mumbai shall have exclusive jurisdiction over the
arbitration proceedings.
Governing Law Indian Laws
The equity shares of the Titania SPV will be transferred to PropShare Titania within 3 (three) Business Days of the
Bid/ Issue Closing Date. Further, the closing of the SPA shall be subject to certain key conditions, which include sale
and conveyance of certain assets which are held by the Titania SPV. For further details see “Risk Factors – While we
have executed the definitive agreements with respect to the Formation Transactions, the closing of these is subject to
fulfilment of certain conditions. Therefore, our ability to consummate these transactions will impact the ability of the
Investment Manager to complete this Issue” from page 41 to 42.
The PropShare Titania proposes to utilise an estimated aggregate amount of up to ₹ 2,170.00 million from the Issue
Proceeds to acquire of the entire equity shareholding in the Titania SPV. The entire consideration for acquisition of
the equity shareholding of the Titania SPV will be directly paid to the Sellers by PropShare Titania from the Issue
Proceeds.
(ii) Providing loan to the Titania SPV for extinguishment and redemption of the debenture liability of the Titania SPV,
by redeeming the OCDs (including any accrued interest)
As of March 31, 2025, the amount outstanding in relation to the CCDs issued by the Titania SPV is ₹ 958.33 million
comprising of an aggregate principal amount of ₹ 826.00 million and interest aggregating to ₹ 132.33 million. These
CCDs are currently held by GOF I (Master A) Pte. Ltd. and Anamudi Real Estate LLP (“CCD Holders”).
As per the terms of the Term Sheet (described above), the CCD Holders propose to transfer their existing CCDs to an
identified third party, the terms of which would thereafter be varied such that the CCDs are cancelled, and OCDs are
issued against them. Further to the above, Proxima Nova Private Limited (“Identified Third Party”), which is not a
related party to the Trust or parties to the Trust, has executed the securities purchase agreement dated July 11, 2025
with the Titania SPV and its CCD Holders, for the purchase of the CCDs held by them (“CCD Purchase Agreement”).
As per the terms of the CCD Purchase Agreement, the consideration payable to GOF I (Master A) Pte. Ltd shall be
paid by the Identified Third Party within 1 (one) Business Day of the Bid/ Issue Closing Date and the consideration
payable to Anamudi Real Estate LLP shall be paid on listing of the Titania Units. It is further clarified that the
acquisition of CCDs from the CCD Holders by the Identified Third Party does not involve Titania SPV, and no portion
of the Issue Proceeds shall be utilised to discharge the consideration related to the said acquisition of CCDs by the
Identified Third Party. The entire consideration, amounting to ₹ 2,170.00 million, will be paid by the Identified Third
Party to the CCD Holders for acquisition of the existing CCDs. The Titania SPV, post the payment of the consideration
to the CCD Holders (as applicable), shall undertake the variance in terms of the existing CCDs such that they are
cancelled, and OCDs are issued against them.
Thereafter, on receipt of listing and trading approval of the Titania Units, the Titania SPV will utilise an estimated
aggregate amount of up to ₹ 2,329.40 million (infused by way of the Scheme Loan Agreement) for redemption of such
OCDs (including accrued interest of ₹ 159.40 million).
For further details on the existing CCDs of the Titania SPV, please see the section titled “Financial Indebtedness”
from page 147 to 149.
(iii) General purposes
157The 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 Titania or
the Titania SPV (with funds infused through a loan provided by the PropShare Titania to the Titania SPV), from time
to time, subject to such utilisation for general purpose not exceeding the limits specified under the REIT Regulations.
Subject to the compliance of the REIT Regulations, these general purpose expenses can be, including but not limited,
for the creation of fixed deposit to secure the Titania SPV against the potential liability to refund the security deposit
amount received from the licensees of the SM REIT Asset, for payment of the property acquisition fees to the
Investment Manager, for meeting expenses in the ordinary course of business, and for meeting any exigencies that the
PropShare Titania or Titania SPV may face.
Scheme Loan Agreement
On receipt of listing and trading approval, PropShare Titania shall utilise the portion of the Net Proceeds, as set out
above, to provide the loan to Titania SPV for extinguishment and redemption of the debenture liability of the Titania
SPV and for any general purpose expenses of the Titania SPV. The scheme loan agreement dated July 11, 2025 has
been executed between the Trustee (on behalf of the PropShare Titania), the Investment Manager, and the Titania SPV
(the “Scheme Loan Agreement”). The terms of the Scheme Loan Agreement are set out below.
Sr. No. Parameter Description
1. Borrower Eranthus Developers Private Limited
2. Lender PropShare Titania
3. Purpose of Facility Extinguishment and redemption of the debenture liability of the Titania SPV, by
redeeming the OCDs (including any accrued interest) and any general purpose expenses
for Titania SPV.
4. Facility Amount The facility amount proposed to be availed by Borrower from the Lender will be in the
nature of a term loan of an amount not exceeding ₹ 2,363.50 million.
5. Repayment by Repayment to be made as per the 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
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:
158Sr. No. Parameter Description
(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 written approval of the
Trustee or the Investment Manager.
10. Governing Laws and Laws of India
Jurisdiction
The redemption of the debenture liability of the Titania SPV shall be based on various factors, including: (i) any
conditions attached to the debentures restricting the Titania SPV’s ability to redeem the outstanding debentures and
time taken to fulfil such requirements; (ii) provisions of any laws, rules, regulations and contracts governing such
borrowings; (iii) repayment of all other existing borrowings of the Titania SPV; and (iv) other commercial
considerations, including the coupon rates, outstanding amounts and term of the OCDs.
Interim Use of Net Proceeds
The Investment Manager will have flexibility to deploy the Net Proceeds. Pending utilisation of the Issue 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
counsels, 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 Titania Units on the Stock Exchanges. All expenses in relation to the Issue shall be paid either
by PropShare Titania or the Titania SPV. However, for ease of operations, if required, the expenses of the PropShare
Titania may, at the outset, be borne by the Investment Manager on behalf of the PropShare Titania, and PropShare
Titania or the Titania SPV 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), 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 Titania Units Allotted and the Issue Price.
Any additional amounts to be paid, shall be mutually agreed upon by PropShare Titania, the Lead Manager, and their
affiliate Syndicate Member prior to the Bid/Issue Opening Date.
ASBA Processing Fees to SCSBs
159Processing 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:
Portion 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.
160LEGAL AND OTHER INFORMATION
This section discloses all outstanding title litigation pertaining to the Titania SPV under the PropShare Titania along with
details of other title related disclosures. Further, details of all outstanding regulatory actions and criminal matters against the
Titania SPV, PropShare Titania 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 Titania SPV under the PropShare Titania
6 (six) Units / Premises bearing Nos. 002(A), 004, 006, 008, 009 and 010 (collectively “Units”) in the building known
as ‘G:Corp Tech Park’ (“said Building”) constructed on the land admeasuring in aggregate approximately 19,523.95
square meters comprising of (1) Survey No. 29 Hissa No. 1 (part) & 4 (part), Survey No. 31 Hissa No. 4 (part) and 5,
Survey No. 32 (part) and (2) Survey No. 14 (part), Survey No. 16 Hissa Nos. 2 (part), 3 (part) and 4 (part), Survey No.
21 Hissa No. 1 (part), Survey No. 29 Hissa No. 1 (part), Survey No. 29 Hissa No. 2, Survey No. 29 Hissa No. 3, Survey
No. 29 Hissa No. 4 (part), Survey No. 30 (part), Survey No. 31 Hissa No. 6 (part), Survey No. 32 (part), Survey No.
33 (part) & 34 (part), all situated at Thane-Ghodbunder Road in Village of Wadhavli, Taluka and District Thane
(collectively “said Lands”), along with undivided share, right, title and interest in the general common areas and
facilities including inter alia, the said Land and limited / restricted common areas and facilities of the said Building
(collectively “said Premises”), both as reflected in the Deed of Declaration dated January 9, 2018 registered under
Serial No. TNN-2/505 of 2018 (“Deed of Declaration”) read with the respective Deeds of Apartments for the aforesaid
units / premises:
1. The said Land is forming part of a larger land aggregating to 25.23 Acres (i.e. about 1,02,110 square meters)
which was acquired by Bombay Metal and Alloys Manufacturing Company Private Limited and Iron & Metal
Traders Private Limited (collectively “Land Owners”) between the year 1964 to 1966 (“Larger Land”).
The area of the Larger Land as recorded in various historic title documents contains certain variations and
there appears to be some discrepancy on the same. Further, the respective owners executed certain documents
from time to time dealing with portion/s of the Larger Land. Accordingly, the area of the Larger Land which
remained with the Land Owners (of which the said Lands form part of) cannot be conclusively determined.
2. Out of the Larger Land, (a) certain portions admeasuring in aggregate 19,990.30 square meters were sold by
the Land Owners to various third parties, (b) certain portions admeasuring in aggregate 31,380 square meters
were leased by the Land Owners to an entity known as Serendipity Buildtech Private Limited, and (c)
possession of certain portions were handed over to various third parties, and eventually, it appears that the
balance land area out of the Larger Land, left with the Land Owners was in the range of 50,000 square meters
to 55,000 square meters.
However, a Letter of Intent bearing reference No. DI/IT/LOI/PVT.IT Park/(139)/2007/A-6218 dated
February 22, 2007 (“LOI”) was granted by the Directorate of Industries, Government of Maharashtra (DOI)
to Bombay Metal and Alloys Manufacturing Company Private Limited (i.e. one of the Land Owners), for
setting up the private sector IT Park ‘G:Corp TechPark’ on land admeasuring approximately 24.31 Acres (i.e.
about 98,380.21 square meters) comprised of Survey Nos. 14, 15, 16/1 to 4, 29/1 to 5, 30, 31/1 to 6, 32, 33,
34, Sector No. 6, Kasar Vadavli, Ghodbunder Road, Thane – 400068, which was extended from time to time.
Thereafter, DOI issued letter bearing reference No. DICT/IT Park Regn.9/G:Corp Tech Park/2014/1922 dated
April 30, 2014 (“Permanent Registration Certificate”) whereby permanent registration was granted to ‘G:
Corp Tech Park’ for plot area admeasuring approximately 24.70 Acres (i.e. about 99,951.460 square meters).
While the Land Owners owned approximately 12.50 Acres (i.e. about 50,740 square meters) of land area,
however, the LOI and Permanent Registration ware granted for land areas of 24.31 Acres (i.e. about 98,380.21
square meters) and 24.70 Acres (i.e. about 99,951.460 square meters) respectively. While there is no
clarity/co-relation around the aforesaid area discrepancy, (a) the area of the said Land on which the said
Building is standing, is only approximately 4.82 Acres (i.e. about 19,523.95 square meters), and (b) an
occupancy certificate bearing VP No. 2003/081 TMC/TDD/799 dated April 23 2010 has been issued by the
Thane Municipal Corporation has been issued in respect of the said Building.
1613. Vide 2 (two) separate registered Agreements, the Land Owners had granted development rights with respect
to a portion admeasuring approximately 12.54 Acres (i.e. about 50,740.74 square meters) (which portion
includes the said Land) out of the Larger Land (“G Corp Land”) in favour of G:Corp Properties Private
Limited. Thereafter, it appears that, in terms of an Order dated March 14, 2014 in the Company Scheme
Petition No. 785 of 2013 connected with Company Summons for Direction No. 664 of 2013 and Company
Scheme Petition No. 786 of 2013 connected with Company Summons for Direction No. 665 of 2013, the
Bombay High Court sanctioned the scheme of arrangement between G: Corp Properties Private Limited (the
demerged company therein) and G: Corp Developers Private Limited (the resulting company therein) and
their respective shareholders. It appears that the aforesaid Order has neither been stamped nor registered with
the office of the concerned Sub-Registrar of Assurances.
4. The Deed of Declaration records that certain portion/s out of G Corp Land (i.e. 50,740.47 square meters)
aggregating to 31,286.25 square meters were (i) surrendered / utilised for statutory reservations (ii) retained
by G: Corp Properties Private Limited and (iii) to be used for the Land Owners. However, there appears to
be minor discrepancy in the remaining area of the G Corp Land (after deduction of the aforesaid area of
31,286.25 square meters) which is mentioned as 19,523.95 square meters instead of 19,454.22 square meters
in the Deed of Declaration.
5. The Deeds of Apartment executed in favour of NV Developers Private Limited (which was subsequently
merged into the Titania SPV), record that as per various articles of agreement entered into between G: Corp
Properties Private Limited (which was subsequently demerged to form G: Corp Developers Private Limited)
(“G Corp”) and the owners of each of the units in the said Building, G Corp has granted to the purchasers of
each residential flat in ‘G: Corp Bellagio’, or their heirs, successors, nominees or assigns, unrestricted right
of way or passage over the access road running through the said Land from Ghodbunder Road i.e., from the
south of the project to the 30 metre Development Plan road (i.e., to the south of the project property) and that
such right of way shall be a covenant running with the said Land and shall be in perpetuity.
6. The 7/12 extracts inter alia for Survey Nos. 29/1B, 29/4A, 31/4C, 31/5C, 32/2, 33, 29/1C, 29/2B, 29/3B,
29/4A, 30/5, 31/6A, 32/4, 34/1, 14/2, 16/2C, 16/3A, 16/4A for the period 2010-11 to 2015-16 reflect the name
of either of the Land Owners. The name of the Condominium / unit owners etc. as the case maybe in respect
of the said Land (i.e. a portion admeasuring 19,523.95 square meters) has not been updated and, till date, no
application for updating the name of the Condominium in the 7/12 extracts of the said Land has been made.
7. By and under Order dated 8 March 2019 (“NCLT Order”) in C.P.(CAA)/4433/MB/2018 in
C.A.(CAA)/756/MB/2018 the National Company Law Tribunal, Mumbai Bench, sanctioned the scheme of
arrangement (merger by absorption) of NV Developers Private Limited (transferor company therein) with
the Titania SPV i.e. Eranthus Developers Private Limited (transferee company therein) and their respective
shareholders (“Scheme”). Pursuant to the Scheme becoming effective, inter-alia, properties, rights, titles and
benefits, whether movable or immovable including but not limited to land and building (whether owned,
leased, licensed) of NV Developers Private Limited stood transferred to and vested in Titania SPV.
Accordingly, pursuant to the aforesaid, the said Premises stood transferred in Titania SPV. The NCLT Order
has been adjudicated and stamped, however, the same together with the Scheme, has not been registered.
Basis the Term Sheet dated March 28, 2025, the Titania SPV is required to execute and register a document
in the nature of a deed/ declaration annexing the NCLT Order as a condition precedent to the proposed
acquisition of Titania SPV. For key terms of the term sheet, see “Use of Proceeds – Acquisition of the entire
issued and paid-up equity share capital of the Titania SPV as per the Share Purchase Agreement” from page
153 to 157.
8. The said Premised have been mortgaged in favour of Housing Development Finance Corporation Limited (by
virtue of Indenture of Mortgage dated February 2, 2018 registered under Serial No. TNN-12 / 2158 of 2018
read with Indenture of Mortgage dated 20 October 2023 registered under Serial No. TNN-2 / 25784 of 2023)
inter alia as security for repayment of the loan facility availed by NV Developers Private Limited (now
Titania SPV), and such mortgage is subsisting as on date.
II. Material litigation and regulatory action pending against PropShare Titania
For the purpose of pending civil/ commercial matters (including all outstanding cases, litigations, claims, and
arbitration proceedings) against PropShare Titania, matters which are quantifiable, and involve and amount in excess
of 1% of the combined income based on the Special Purpose Combined Financial Statements, have been considered
material.
NIL
III. Material litigation and regulatory action pending against the Titania SPV under the PropShare Titania
For the purpose of pending civil/ commercial matters (including all outstanding cases, litigations, claims, and
arbitration proceedings) against the Titania SPV, matters which are quantifiable, and involve and amount in excess
162of 1% of the combined income based on the Special Purpose Combined Financial Statements, have been considered
material.
1. The Income Tax Department (“IT Department”) in its assessment order dated December 28, 2019, for the
assessment year 2017-18 against NV Developers Private Limited (now merged with the Titania SPV)
(“Assessment Order”), passed by the Office of the Deputy Commissioner of Income Tax, Mumbai
(“Assessment Officer”) under Section 143(3) of the Income-tax Act, 1961 (“IT Act”). It was alleged that
borrowed funds were not utilised for business purposes but were instead used for repayment of capital to
investors and thereby the interest on such borrowing was held as a non-deductible expense for computing
taxable business profits. Further, the Assessment Officer has deemed the provisions of the reduction in share
capital as a buyback of shares and levied buy back distribution tax under Sections 115QA and 115QB of the
IT Act. Accordingly, a total tax and interest liability of ₹221.78 million has been imposed upon NV
Developers Private Limited (now merged with Titania SPV). Titania SPV has filed an appeal against the
Assessment Order before the Commissioner of Income Tax (Appeals) on April 12, 2023. The matter is
currently pending.
2. The Income Tax Department (“IT Department”) has issued an assessment order dated November 30, 2022
(“Assessment Order”) and rectification rejection order dated May 2, 2023, for the assessment year 2018-19
against the Titania SPV issued by the Office of the Deputy Commissioner of Income Tax, Mumbai (“DCIT”)
under Section 201(1) and 201(1A) read with Section 195 of the Income Tax Act, 1961 (“IT Act”) and Section
154 of the Income Tax Act respectively. The Assessment Order alleges that the payment of ₹ 2,109.47 million
made by Titania SPV to NVD Holdings Mauritius is subject to tax deduction at source under Indian tax laws.
Additionally, the Assessing Officer also concluded that he could not verify the genuineness of the NVD
Holdings Mauritius and its eligibility of the benefit of the Double Taxation Avoidance Agreement (“DTAA”)
between India and Mauritius. Accordingly, the DCIT raised demand of ₹ 407.83 million against the Titania
SPV on November 30, 2022. The Titania SPV has filed an appeal against the Assessment Order before the
Commissioner of Income Tax (Appeals) (“CIT(A)”) on December 28, 2022 (“Appeal”) Further, Titania SPV
has filed request letters before the National Faceless Appeal Centre on June 5, 2023 and June 6, 2023, for
transfer of the Appeal to Commissioner of Income Tax-56, Mumbai, as it pertains to an International tax issue
concerning the applicability of the DTAA between India and Mauritius. The matter is currently pending.
3. The Income Tax Department (“IT Department”) has issued a draft order dated March 26, 2025 (“Draft
Order”) for the assessment year 2022-23 against the Titania SPV under Section 144C(1) of the Income Tax
Act, 1961 (“IT Act”). The Draft Order alleges that in respect of payment of interest on the compulsorily
convertible debentures issued to GOF I (Master A) Pte. Ltd, a variation of ₹ 80.50 million has been evidenced
in the transfer pricing on international transaction, when computed on an arm’s length basis. Titania SPV has
filed its objection with the Dispute Resolution Panel on April 24, 2025. The matter is currently pending.
IV. 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.
NIL
Tax Proceedings
Details of all direct tax, indirect tax and property tax matters against the Titania SPV, as of the date of this Key Information of
the Scheme is as follows:
Nature of cases Number of cases Amount involved (in ₹ million)
Titania SPV
Direct Tax 3 710.11
Indirect Tax 0 -
Property Tax 0 -
163REGULATIONS AND POLICIES
The following description is a summary of certain sector specific laws currently in force in India, which are applicable to
PropShare Titania. The information detailed in this chapter 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 Titania.
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.
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 been 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:
Maharashtra Municipal Corporations Act, 1949 (“MMC Act”)
The MMC Act, as amended, was enacted to consolidate and amend the laws, relating to the establishment of municipal
corporations (of all larger urban areas other than Brihan Mumbai) in Maharashtra. Under the MMC Act, a corporation is
established consisting of councilors, elected on the basis of the population of the area. The corporation established under the
164MMC Act are empowered to regulate the construction of certain specified classes of buildings in particular locations. The MMC
Act empowers the corporation to make regulations in relation to buildings, bye-laws for erecting or re-erecting buildings,
standing orders for market-building, levy of property taxes, approvals etc.
Maharashtra Industrial Development Act, 1961 (“MID Act”)
The MID Act, as amended, was established to make special provision for securing the orderly establishment in industrial areas
and industrial estates of industries in the state of Maharashtra and to establish the Maharashtra Industrial Development
Corporation (“MIDC”). The MID Act provides for the powers and functions of the MIDC, which include promotion and
assistance in the rapid and orderly establishment, growth, and development of industries in the state of Maharashtra, India.
Mumbai Metropolitan Region Development Authority Act, 1974 (“MMRDA Act”).
The MMRDA Act, as amended, was established to, inter alia, provide for the establishment of an authority for the purpose of
planning, coordinating, and supervising the proper, orderly and rapid development of areas and executing plans, projects and
schemes for such development. The MMRDA Act provides for the powers and functions of the Mumbai Metropolitan Region
Development Authority, which includes reviewing projects or schemes for development in the Mumbai metropolitan region.
OTHER APPLICABLE LAWS
Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 (“REIT Regulations”)
PropShare Titania 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 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 to mandatorily obtain
environmental clearance from the concerned authorities depending on the potential impact on human health and resources.
165Air (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
Titania SPV or any SPV proposed to be acquired as part of the PropShare Titania 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 instance, 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.
166We 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.
DATA PROTECTION LAWS
The Digital Personal Data Protection Act, 2023 (the “DPDP Act”)
The 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.
Further, the relevant ministry on January 03, 2025 released the draft of the Digital Personal Data Protection Rules, 2025 (“draft
DPDP Rules”) which seeks to operationalise DPDP Act. As per the draft DPDP Rules, the data fiduciaries must provide clear
and accessible information about how personal data is processed enabling informed consent. The draft DPDP Rules also
addresses the restrictions around handing of data, reporting of personal data breaches, and cross-border data transfers, among
other specifications.
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.
167REGULATORY APPROVALS
Other than as stated in this section, the Titania SPV under the PropShare Titania and Project Titania 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 Titania SPV under the PropShare Titania can undertake the Issue as well as its current business and the
Titania SPV 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 BSE dated May 20, 2025.
II. Approvals required for the Formation Transaction pursuant to PropShare Titania
A. Approvals applied for, but not received as of the date of this Key Information of the Scheme
There are no approvals applied and pending as of the date of this Key Information of the Scheme.
B. 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 Titania SPV
1. Certificate of incorporation dated September 29, 2017, by Registrar of Companies, Central Registration
Centre.
IV. Approvals required for the operation of Project Titania
A. Approvals applied for, yet to be received
There are no approvals pending to be applied for as of the date of this Key Information of the Scheme.
The necessary permits, licenses, and approvals from the appropriate regulatory and governing authorities to operate
Project Titania 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 October 17, 2006, by Ministry of Environment and Forests.
2. Revised permission/ commencement certificate dated July 07, 2007, by Thane Municipal Corporation, Thane.
3. Sanction for power supply and electrical installation dated November 01, 2013, by Maharashtra State
Electricity Distribution Co. Ltd, Thane Urban Circle.
4. Approval of permission to operate diesel generators dated May 24, 2010, by Energy, Industries and Labour
Department of the Government of Maharashtra.
5. Occupancy certificate dated April 23, 2010, by Thane Municipal Corporation, Thane.
6. Maharashtra Fire Service License dated November 23, 2023, and six-monthly Form B for the period ending
December 2024, certifying the fire prevention and life safety measures.
7. Consent to operate dated May 05, 2023, by Maharashtra Pollution Control Board valid up to January 31, 2028.
8. IT Park Registration certificate dated April 30, 2014, by Directorate of Industries, Thane.
9. Petroleum Class B license dated February 03, 2023, by Petroleum & Explosives Safety Organisation (PESO),
Ministry of Commerce & Industry, Government of India.
168TAXATION
For details regarding the general tax regime applicable to the Titania Unitholders, please refer to “Taxation” chapter under the
Key Information of the Trust.
169THE 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 [●] Titania Units aggregating up to ₹ 4,730 million
Less
Investment Manager portion (5% of the Issue) Up to [●] Titania Units aggregating up to ₹[●] million
Accordingly
Net Issue Up to [●] Titania Units aggregating up to ₹[●] million
Comprising
Fresh Issue Up to [●] Titania Units aggregating up to ₹[●] million
Of which
Institutional Investor Portion (not more than 75% Not more than [●] Titania Units
of the Net Issue)
Non Institutional Investor Portion (not less than Not less than [●] Titania 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 Monday, July 21, 2025
Bid/ Issue Closing Date(1) Friday, July 25, 2025
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 vide resolution dated May 5, 2025.
Tenure of the Property Share Investment The Property Share Investment Trust shall remain in force perpetually until it is
Trust dissolved or terminated in accordance with the Trust Deed and the REIT Regulations.
For details, see “Formation Transaction in relation to PropShare Titania” in the Key
Information of the Scheme from page 61 to 62 and “The Trustee” on the Key Information
of the Trust.
Titania Units issued and outstanding NIL
immediately prior to the Issue
Units issued and outstanding immediately [●]
after the Issue
Investment Manager Units Up to [●] Titania Units to the Investment Manager
The minimum Titania Units to be subscribed and allotted to the Investment Manager
pursuant to the Issue.
Distribution See “Distribution” on Key Information of the Scheme from page 121 to 123.
Indian Taxation See “Taxation” from on page 169.
Use of proceeds See “Use of Proceeds” from page 153 to 160.
170Listing and timelines for Listing Prior to this Issue, there was no market for the Titania Units. The Titania Units are
proposed to be listed on the BSE. In-principle approvals for listing of the Titania Units
have been received from BSE on May 20, 2025. The Investment Manager shall apply to
BSE for the final listing and trading approvals post closure of the Issue. The Titania
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 Titania Unitholders” from page 196 to 198.
Closing Date The date on which Allotment of the Titania Units pursuant to the Issue is expected be
made, i.e. on or about Thursday, July 31, 2025.
Ranking The Titania Units being issued and transferred shall rank pari passu in all respects,
including rights in respect of distribution. The Titania Unitholders will be entitled to
participate in distribution, if any, declared by Property Share Investment Trust after the
date of Allotment
See “Rights of Titania Unitholders” from page 196 to 198.
Alteration of terms of the Issue In case of any alteration of the terms of the Titania Units, including the terms of the
Issue, which may adversely affect the interest of the Titania Unitholders, an approval
from the Titania 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 Titania Unitholders For details, see “Information concerning the Titania Units” and “Rights of Titania
Unitholders” on page 175 and from page 196 to 198, respectively.
Risk Factors Prior to making an investment decision, investors should carefully consider the matters
discussed under “Risk Factors” from page 41 to 54.
(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 Titania prior to the Allotment of Titania Units
in the Issue equals or exceeds ₹ 500 million and does not exceed ₹ 5,000 million. The minimum number of Unitholders of
Propshare Titania other than the Investment Manager, its related parties and associates of the SM REIT 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 Titania 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 Titania Units. Further, in accordance with the REIT Regulations and SEBI Guidelines,
no Titania Unitholder shall enjoy superior voting rights or any other rights over another Titania Unitholder. There shall be only
one denomination of 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 Property Share Investment 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 Property Share Investment 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 accordance 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 Titania Units. The Titania Units, on
Allotment, shall be traded only in the dematerialized segment of the Stock Exchange.
171For further details, including in relation to manner and method of application, see “Issue Information” from page 176 to 193.
172ISSUE STRUCTURE
Initial public offering of up to [●] Titania Units for cash at price of ₹ [●] per Titania Unit aggregating up to ₹ 4,730 million by
PropShare Titania comprising of a Fresh Issue of up to [●] Titania Units, aggregating to ₹ up to [●]. This Net 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 Titania Units available for Not more than [●] Titania Units Not more than [●] Titania 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 Titania Unit and in multiples of 1 Titania 1 Titania Unit and in multiples of 1 Titania
Unit thereafter Unit thereafter
Maximum Bid (subject to applicable limits) Such number of Titania Units (in multiples Such number of Titania Units (in multiples
of 1 Titania Units) not exceeding the size of 1 Titania Units) not exceeding the size
of the Net Issue of the Net Issue
Mode of Allotment Compulsorily in dematerialised form Compulsorily in dematerialised form
Bid Lot 1 Titania Unit and in multiples of 1 Titania 1 Titania Unit and in multiples of 1 Titania
Unit thereafter Unit thereafter
Allotment Lot 1 Titania Unit and in multiples of 1 Titania 1 Titania Unit and in multiples of 1 Titania
Unit thereafter Unit thereafter
Trading Lot Such number of Titania Units, the value of Such number of Titania Units, the value of
which is not less than ₹ 10,00,000 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 Titania 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 Titania 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 Monday, July 21, 2025
Bid/ Issue Closing Date Friday, July 25, 2025 (1)
Finalization of the Basis of Allotment On or about Wednesday, July 30, 2025
Designated Date On or about Thursday, July 31, 2025
Closing Date On or about Thursday, July 31, 2025
Initiation of refunds On or about Thursday, July 31, 2025
Listing Date On or about Monday, August 04, 2025
1731. 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 Property Share Investment 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 Titania 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 Titania 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 Titania 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 Working Days i.e., Monday to Friday (excluding any public holiday). None among the Property
Share Investment 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(s) shall be taken as
the final data for the purpose of Allotment.
The Investment Manager, in consultation with the Lead Manager, reserve 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, Property Share Investment 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 Property Share Investment Trust and 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.
174INFORMATION CONCERNING THE UNITS
Unitholding of PropShare Titania on behalf of the Property Share Investment Trust
Particulars Number of Titania Units*
Titania Units issued and outstanding prior to the Issue NIL
Titania 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 Titania
S. No. Name of Titania Unitholders Post-Issue*
Number of Titania 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 Titania, aggregating to [●]% of the issued and paid-up Titania
Units.
Investment Manager lock-in
In terms of the REIT Regulations, there will be no leverage in the PropShare Titania at the time of listing of Titania Units on
the Stock Exchange, hence the Investment Manager shall hold at least 5% of Titania Units on a post-Issue basis, aggregating to
[●] Units, which shall be locked-in for a period of three years from the date of listing of the Units. Further, in a Scheme of the
Trust which has opted to undertake leverage as per disclosures in the 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 Titania Units Percentage of post-Issue Titania Units
(%)
Investment Manager [●] [●]
Additionally, the unitholding of the Investment Manager exceeding 5% on a post-Issue, aggregating to [●] Units, shall be
locked-in for a period of not less than one year from the date of listing of the Titania Units.
Any change in control of the Investment Manager shall require the prior approval of the Titania 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 Units of the prior to the Issue, shall hold the Titania Units for a period
of not less than one year from the date of listing of the Units. The Investment Manager is subject to lock-in restrictions as
described above.
175ISSUE INFORMATION
Below is a summary, intended to provide a general outline of the procedures for the bidding, application, payment, Allocation
and Allotment of the Titania 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 Titania 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 Titania 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 chapter 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 May 5, 2025. The Investment
Manager have filed a copy of this Key Information of the Scheme and the Key Information of the Trust with SEBI and the
Stock Exchange.
The Investment Manager has received the in-principle approval of the BSE for the listing of the Titania Units on the BSE on
May 20, 2025. The Investment Manager has filed a copy of the Key Information of the Scheme, Key Information of the Trust,
and will file Final Key Information of the Scheme with SEBI and the Stock Exchange.
The Titania 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 Titania 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 the Key Information of the Scheme, the Property Share Investment Trust shall be 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 Titania 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 Titania 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 Property Share Investment 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).
Bidders 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 the Key
176Information 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 Titania 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 Titania 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 Titania 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 Titania
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 XYZ 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;
177(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 Property Share Investment 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 Titania 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 Titania 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 Titania Units Issued and Sold in this Issue
Each purchaser that is acquiring the Titania Units offered pursuant to this Issue outside the United States, by its acceptance of
this Key Information of the Scheme and of the Titania Units offered pursuant to this Issue, will be deemed to have
acknowledged, represented to and agreed with Property Share Investment 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 Titania Units offered pursuant to this Issue in
compliance with all applicable laws and regulations;
(ii) the purchaser acknowledges that the Titania 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 Titania Units offered pursuant to this Issue in an offshore transaction meeting the
requirements of Rule 903 of Regulation S under the Securities Act;
(iv) the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Titania 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 Titania Units was originated and continues to be located outside the United States and has not
purchased such Titania Units for the account or benefit of any person in the United Sates or entered into any
arrangement for the transfer of such Titania Units or any economic interest therein to any person in the United States;
(v) the purchaser is not an affiliate of the Property Share Investment 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 Titania Units, or any economic
interest therein, such Titania 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
178States. The purchaser understands that the transfer restrictions will remain in effect until Property Share Investment
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 Titania Units;
(viii) the purchaser understands that such Titania Units (to the extent they are in certificated form), unless Property Share
Investment Trust determines otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:
THE TITANIA 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) Property Share Investment Trust will not recognize any offer, sale, pledge or other transfer of such Titania Units made
other than in compliance with the above-stated restrictions; and
(x) the purchaser acknowledges that Property Share Investment 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 Titania Units are no longer accurate, it will promptly notify Property Share Investment Trust, and
if it is acquiring any of such Titania 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 Titania 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 Titania 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
Titania 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 Titania Units shall require the Schemes of the Trust 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 Titania 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 Titania
Units to be offered so as to enable an investor to decide to purchase or subscribe for any Titania Units, and the expression “EU
Prospectus Regulation” means Regulation (EU) 2017/1129.
United Kingdom
In relation to the United Kingdom, no Titania 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 Titania 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 Titania 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,
179provided that no such offer of the Titania Units shall require Property Share Investment Trust or any 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 Titania 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 Titania
Units to be offered so as to enable an investor to decide to purchase or subscribe for any Titania 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.
Property Share Investment 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 Titania 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 Titania 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 Property Share Investment
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) Eligible NRIs bidding on a repatriation basis by using the Bid cum Application Form for Non-Residents should
authorize their respective SCSB (if they are Bidding directly through the SCSB) to block their Non-Resident External
(“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) accounts, and eligible NRIs bidding on a non-
repatriation basis by using the Bid cum Application Form for residents should authorize their respective SCSB (if they
are Bidding directly through SCSB) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount,
at the time of the submission of the Bid cum Application Form.
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.
180Bids 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.
Failing 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, 1996 (including, the
circular on mutual funds dated February 28, 2017 and any other circulars, notifications and guidelines issued thereunder). A
mutual fund may invest in the Titania Units subject to the following:
(i) No mutual fund under all its schemes shall own more than 10% of the Titania Units; and
(ii) A mutual fund scheme shall not invest:
• more than 10% of its NAV in the units issued by REITs; and
• more than 5% of its NAV in the Titania Units.
181Provided that the limits mentioned in sub-clauses (i) and (ii) above shall not be applicable for investments in case of index fund
or sector or industry specific scheme pertaining to REITs.
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 Titania
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 Application
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 Titania
Units exceeding certain limits specified under applicable law. The Parties to the Property Share Investment 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 Titania Units which exceeds the Issue size, subject to applicable investment
limits or maximum number of Titania 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 Titania 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:
182(i) The Key Information of the Scheme will be filed with SEBI and the Stock Exchange at least five Working Days before
the Bid/ Issue Opening Date.
(ii) After the filing of the Key Information of the Scheme with SEBI and the Stock Exchange, the Investment Manager
(on behalf of the Property Share Investment Trust) shall make a pre-Issue advertisement on the websites of the Property
Share Investment 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 Bangalore).
(iii) Any Bidder (who is eligible to invest in the Titania Units) may obtain the Bid cum Application Form, the Abridged
Key Information of the Scheme and the Key Information of the Scheme from the principal place of business of the
Property Share Investment 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 Property Share Investment Trust, the
Investment Manager and the Lead Manager 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 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 the 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.
(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 the 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
183(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 the 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 Titania 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;
(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 Titania 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;
184(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 Titania Units under applicable law or your relevant
constitutional documents or otherwise;
(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 Titania Units Bid for exceed, the Issue size or the investment
limit, or the maximum number of Titania 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 Titania 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 will declare the Bid/ Issue Opening Date and Bid/ Issue Closing Date
at the time of filing the Key Information of the Scheme with SEBI and the Stock Exchange.
(ii) Post filing of the 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 Property Share Investment Trust, the Investment Manager and
185the 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 Bangalore)
(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 Property Share
Investment 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 Titania 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 the 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
Property Share Investment 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 Titania Units Bid for) in each option. The price and demand options
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
Titania 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 Titania 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 Titania 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 187.
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.
186Bids 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
The 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 Property Share Investment 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 Escrow Agreement. On the
Designated Date, the Escrow Collection Bank will transfer the funds from the Escrow Account 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 Titania 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 Titania Units in this Issue. However, the ASBA Bidder can revise the Bid through the Revision Form.
More than one ASBA Bidder may Bid for Titania 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
187Bidders 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 Titania Units Bid for;
(ii) Application on plain paper;
(iii) In case of partnership firms (excluding LLPs), Titania Units may be registered in the names of the individual partners
and no firm as such will be entitled to apply;
(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 Titania 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 the 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 the Key Information of the Scheme and as per the instructions in
the 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. See “Notice
to Investors – Notice to Prospective Investors in the European Economic Area” from page 7 to 8 for further details;
(xxv) Bank account details for the refund not given;
(xxvi) Bids by persons prohibited from buying, selling or dealing in the Titania Units directly or indirectly by SEBI or any
other regulatory authority;
188(xxvii) Bids by persons who are not eligible to acquire Titania 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 WITH
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 Titania 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 real estate investment trust;
• Bid cum Application Form/ASBA Form number;
• Investor Category;
• PAN of the first applicant;
• DP ID;
• Client ID;
• Number of Titania 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
Titania 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 Property Share
189Investment Trust, the management of the Investment Manager or the Trustee or any property of the Property Share
Investment Trust nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of the Key Information of the Scheme; nor does it warrant that the Titania 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 Titania 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 Titania 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 infrastructure 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%
2,500 20 7,500 250.00%
190The 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 Property Share Investment 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 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 Titania Units in the Issue.
(ii) The Registrar will then dispatch an Allotment Advice to the Bidders who have been Allotted Titania 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 Titania Units
On the Designated Date, the Registrar shall instruct the SCSBs to transfer funds represented by Allocation of Titania 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 Titania 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 Titania 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 Titania Units that may be Allotted to them in this Issue.
Basis of Allotment
For Bidders
(i) The allotment of Titania Units to Bidders shall be on proportionate basis within the specified investor categories and
the number of Titania Units Allotted shall be rounded off to the nearest integer, subject to minimum Allotment as per
REIT Regulations 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 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.
(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.
The Allotment will be made on a proportionate basis as explained below:
(i) Bidders will be categorized according to the number of Titania Units applied for.
(ii) The total number of Titania Units to be allotted to each category as a whole will be arrived at on a proportionate basis,
which is the total number of Titania Units applied for in that category (number of Investors in the category multiplied
by the number of Titania Units applied for) multiplied by the inverse of the over-subscription ratio.
191Number of Titania Units to be allotted to the successful Bidders will be arrived at on a proportionate basis, which is total number
of Titania Units applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio.
Titania Units in Dematerialized Form with NSDL or CDSL
As per the REIT Regulations, the Allotment of Titania 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 Property Share Investment Trust),
the respective Depositories and the Registrar:
(i) Agreement dated October 22, 2024, between NSDL, the Trustee (acting on behalf of the Property Share Investment
Trust) and the Registrar; and
(ii) Agreement dated November 7, 2024, between CDSL, the Trustee (acting on behalf of the Property Share Investment
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 Titania 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) Titania Units in electronic form can be traded only on the Stock Exchange having electronic connectivity with NSDL
and CDSL. The Stock Exchange where the Titania 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
Titania 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 Titania 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.
Property Share Investment 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.
Mode 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
192With 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 Titania 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 Titania 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 Titania 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 Titania 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 filing of the Final Key Information of the Scheme with SEBI and the Stock Exchange.
Minimum Subscription and Minimum Allotment
In case the Property Share Investment 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.
193BASIS 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 Titania 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” from page 41 to 54 and from 23 to 36,
respectively, to make an informed investment decision.
The Price Band is ₹ [●] million to ₹ [●] million.
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
Titania Unit Value [●] [●] [●]
Number of Titania Units Issued [●] [●] [●]
Qualitative Factors
We believe that some of the qualitative factors which form the basis for computing the Issue Price are as follows:
For further details, see “Our Business and Property” from page 23 to 36.
Quantitative Factors
We believe that some of the quantitative factors which may form the basis for computing the Issue Price are as follows:
• G Corp Tech Park has been certified with ESG certifications, including LEED Platinum (O&M), WELL Health and
Safety rating and BEE 5 Star certification. As per JLL Report, Sustainability has become a top priority for businesses
worldwide, with particular emphasis on achieving net zero carbon (NZC) commitments. We believe these certifications
demonstrate the property’s adherence to recognized sustainability standards.
• Sound business model with embedded rental growth, stable cash flows and mark-to-market opportunity. All the leave
and license agreements entered by the Titania SPV in respect of Project Titania provide for a license fee escalation of
5% annually. Further, the WALE of Project Titania is 3.2 years as of March 31, 2025.
• 100% occupancy by a diversified underlying tenant portfolio comprising of Fortune 500 companies, multinational
companies and blue-chip tenants including Aditya Birla Capital and Concentrix. As per the JLL Report, G Corp Tech
Park has seen very stabilised occupancy since 2016 with a similar tenant base for the past decade or so. Nearly all
existing tenants have continued to renew while Aditya Birla Capital and Concentrix have even grown within the same
tech park, exhibiting tenant stickiness for this quality.
• Low vacancy and projected 5-year rent CAGR of 5.6% from CY2024 in Thane, MMR for Grade A+ commercial
assets. (Source: JLL Report). As per the JLL Report, Thane, MMR has evolved from an industrial town to a thriving
satellite city that offers better planned developments, robust social infrastructure and a rapidly growing residential
market.
• ~300 meters from the metro station providing access to Kasarvadavali station on the upcoming metro line 4 connecting
Wadala, to Gaimukh, Thane, MMR. (Source: JLL Report). According to the JLL Report, Thane, MMR is also
undergoing a significant number of infrastructure upgrades such as 4 metro lines, coming up in Thane, MMR which
will further improve the connectivity of our asset.
• 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 45 members as on March 31, 2025. The 11-member senior investing team
comes with a cumulative experience of 63 years in commercial real estate in India.
1. Valuation provided by the Valuer
The Valuer has followed the income approach, wherein the value of the Project Titania has been assessed through the
discounted cash flow method (basis term plus reversion) is likely to reveal the market value estimate of the Project
Titania. The assumptions based on which the value of the Project Titania has been arrived at, have been disclosed in
the section entitled “Valuation Report” on Annexure 3.
1942. Projections
The Investment Manager has provided the projected revenue from operations, EBITDA cash flow from operating
activities NOI and NDCF of the Property Share Investment Trust for the Fiscals 2026, 2027, 2028 and 2029. For
details of the Projections and notes thereto, see “Projections” on Annexure 2.
3. Price/ Net Asset Value per Titania Unit ratio in relation to Issue Price:
Particulars Amount Price/ Net Asset Value per Unit
(in ₹) At Floor Price At Cap Price At Issue Price
Net Asset Value per Titania Unit as of March 31, 2025 (1) NA(2) [●] [●] [●]
(1) Net assets in accordance with the projections have been used in the analysis. For further details, refer to Projections of the Prtoperty Share
Investment Trust on Annexure 2.
(2) The number of Titania Units that PropShare Titania will issue to the Titania Unitholders is not presently ascertainable. Therefore, NAV per
unit can not be determined and disclosed at this stage.
4. 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).
Accordingly, comparison with other scheme of small and medium real estate investment trust is not included.
195RIGHTS OF TITANIA UNITHOLDERS
The rights and interests of Titania 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 Titania 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 Titania Units will not have a face value.
Beneficial Interest
Each Titania Unit represents an undivided beneficial interest in the PropShare Titania Scheme by way of Property Share
Investment Trust. A Titania Unitholder has no equitable or proprietary interest in the Titania SPV (or any part thereof) and is
not entitled to the transfer of the assets of the Titania SPV (or any part thereof) or any interest in the Property Share Investment
Trust and PropShare Titania’s assets (or any part thereof). A Titania Unitholder’s right is limited to the right to require due
administration of the Property Share Investment Trust in accordance with the provisions of the Trust Deed and the Investment
Management Agreement. The Beneficial Interest of each Titania Unitholder shall be equal and limited to the proportion of the
number of Titania Units held by that Titania Unitholder to the total number of Titania Units.
Ranking
No Titania Unitholder of PropShare Titania shall enjoy superior voting or any other rights over another Titania Unitholder.
Further, there shall not be multiple classes of Titania Units of PropShare Titania. Each Titania Unit Allotted to the Titania
Unitholders shall have one vote for any decisions requiring a vote of the Titania Unitholders.
Redressal of grievances
The Trustee shall periodically review the status of Titania 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 Titania Unitholders as per applicable laws. For details, see “Corporate Governance” on Key Information of
the Trust.
Distribution
The Titania 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 Titania Unitholders
The liability of each Titania Unitholder of the PropShare Titania (second scheme of Property Share Investment Trust) shall be
limited to making the capital contributions payable by it in respect of the Titania Units subscribed by it. The Titania 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 Titania Unitholders
in accordance with the REIT Regulations or not.
Meeting of Titania Unitholders
Meetings of Titania Unitholders will be conducted in accordance with the REIT Regulations.
Passing of resolutions
1. With respect to any matter requiring approval of the Titania Unitholders:
(i) a resolution shall be considered as passed when the votes cast by Titania Unitholders, so entitled and voting,
in favour of the resolution exceed a certain percentage as specified in the REIT Regulations, of votes cast
against;
(ii) the voting threshold specified under the REIT Regulations shall be calculated on the basis of Titania
Unitholders present and voting;
(iii) the Titania Unitholders shall have the right to vote in any unitholders’ meeting of PropShare Titania;
(iv) the voting may be done by postal ballot or electronic mode;
(v) a notice of not less than 21 clear days either in writing or through electronic mode shall be provided to the
Titania Unitholders (provided that a shorter notice can be given in compliance with the provisions of the
REIT Regulations);
196(vi) voting by any Titania Unitholder, who is interested in such transaction, as well as associates (as defined under
Regulation 2(1)(b) of the REIT Regulations) of such Titania Unitholder(s) shall not be considered on the
specific issue; and
(vii) the Investment Manager shall be responsible for all the activities pertaining to conducting of meeting of the
Titania Unitholder, 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.
(viii) for all the Titania Unitholder meetings, the Investment Manager shall provide an option to the unitholders to
attend the meeting through video conferencing or other audio visual means and the options of remote voting
in the manner as may be specified by SEBI from time to time.
2. Further, with respect to the PropShare Titania:
(i) an annual meeting of all Titania Unitholders shall be held not less than once a year within 120 days from the
end of each financial year and the time between two meetings shall not exceed 15 months;
(ii) with respect to the annual meeting of Titania Unitholders,
(a) any information that is required to be disclosed to the Titania Unitholders and any issue that, in the
ordinary course of business, may require approval of the Titania Unitholders may be taken up in the
meeting including:
• latest annual accounts and audit report of the SM REIT and PropShare Titania, and
performance of PropShare Titania;
• approval of auditor and fees of such auditor, as may be required;
• latest valuation reports;
• appointment of valuer, as may be required;
• any other issue including special issues as specified under the REIT Regulations; and
(b) for any issue taken up in such meetings which require approval from the Titania Unitholders, votes
cast in favour of the resolution shall be more than the votes cast against the resolution or such other
percentage as may be prescribed under the REIT Regulations.
3. In case of the following, approval from Titania Unitholders shall be required where votes cast in favour of the
resolution shall be more than the votes cast against the resolution:
(i) any transaction, other than any borrowing, the value of which is equal to or greater than 10% of the assets of
PropShare Titania
(ii) any borrowing in excess of specified limit as required under 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 Titania Unitholders, if any;
(iv) any issue for which SEBI or the stock exchanges requires approval of the Titania Unitholders; and
(v) any increase in the period for compliance with investment conditions to one year in accordance with sub-
regulation (2A) of regulation 26T of the REIT Regulations
4. In case of the following, approval from Titania Unitholders shall be required where votes cast in favour of the
resolution shall be 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;
Provided that the Trustee delivers a 90-day prior written notice to the Investment Manager identifying the
grounds of removal and give reasonable opportunity to the Investment Manager to refute the grounds for
removal before the Trustee and the Titania Unitholders.
197(ii) any material change in investment strategy or any change in the fees payable to the Investment Manager by
PropShare Titania;
(iii) any issue of Titania Units after the initial offer, in whatever form;
(iv) the Investment Manager and the Trustee proposing to seek delisting of units of the PropShare Titania (a
scheme of the Property Share Investment Trust);
(v) any issue, not in the ordinary course of business, which in the opinion of Investment Manager or Trustee
requires approval of the Titania Unitholders;
(vi) any issue for which SEBI or the stock exchanges requires approval of the Unitholders; and
(vii) removal of the Auditor and appointment of another auditor to the PropShare Titania;
(viii) removal of the Valuer and appointment of another valuer to the PropShare Titania (a scheme of the Property
Share Investment Trust);
(ix) delisting of the PropShare Titania (a scheme of the Property Share Investment Trust), if the Titania
Unitholders have sufficient reason to believe that such delisting would act in the interest of the Unitholders;
(x) extension of time period as specified under Regulation 26ZI(1)(b); and
(xi) change in the Trustee.
5. In case PropShare Titania 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 the property as assessed by the Valuer respectively, approval from the
Titania Unitholders shall be required wherein votes cast in favour shall be at least three times the number of votes cast,
against the resolution.
6. The Titania Unitholders may request any matter to be taken up in the unitholders’ meeting of PropShare Titania if:
(i) not less than 10% of the Titania Unitholders by value apply, in writing, to the Trustee for the purpose; and
(ii) on receipt of such application, the Trustee shall require the Investment Manager to place the issue for voting
in the manner as specified in the REIT Regulations. However, if the request is for a change in the Trustee,
the same should be sent to the Investment Manager, in writing, who shall, on receipt of such a request, place
the matter for voting in the manner as specified in the REIT Regulations.
Information rights
The PropShare Titania (a scheme of the Property Share Investment Trust) and the Investment Manager shall also submit such
information to the Stock Exchanges and Titania Unitholders on a periodical basis as may be required under the REIT
Regulations and the Listing Agreement. The Property Share Investment Trust and the Investment Manager shall disclose to the
Stock Exchanges, Titania Unitholders and SEBI, such information and in such manner as per applicable law.
Buyback and Delisting of Titania Units
Any buyback, redemption, return of capital or delisting of Titania Units, will be in accordance with the REIT Regulations.
198SECURITIES 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 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
Trading 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.
199Trading 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.
200MATERIAL 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 Property Share
Investment 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 Titania 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 Property Share
Investment Trust or if required by the other parties, without reference to the Titania 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 and February 21, 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 Property Share Investment
Trust), and the Investment Manager dated June 27, 2024 amended on July 19, 2024, November 5, 2024 and February
21, 2025.
4. Agreement dated October 22, 2024, between NSDL, the Property Share Investment Trust and the Registrar to the
Issue.
5. Agreement dated November 7, 2024, between CDSL, the Property Share Investment Trust and the Registrar to the
Issue.
6. Issue Agreement entered into between the Trustee, the Investment Manager and the Lead Manager dated May 5, 2025,
as amended on July 07, 2025.
7. Certified copies of the updated Memorandum and Articles of Association of the Investment Manager as amended from
time to time.
8. Board resolution of the Investment Manager dated May 5, 2025 authorizing this Issue.
9. Board resolution of the Investment Manager dated July 11, 2025 approving the Key Information of the Scheme.
10. Consents from the (i) Lead Manager; (ii) Legal counsel to the Property Share Investment Trust and the Investment
Manager as to Indian law; (iii) Indian Legal Counsel to Lead Manager; (iv) Valuer dated July 05, 2025; (iv) Registrar
to the Issue dated April 30, 2025; (v) Compliance Officer of the Property Share Investment Trust dated May 05, 2025,
as applicable.
11. Consent from the Statutory Auditor of PropShare Titania dated July 07, 2025.
12. Consent from the Statutory Auditor of the Investment Manager dated July 11, 2025.
13. Consent from the Industry Consultant dated June 27, 2025.
14. No objection certificate from the HDFC Bank Limited dated July 04, 2025.
15. Valuation Report dated June 30, 2025 issued by KZEN Valtech Private Limited.
16. Industry report dated June 27, 2025 issued by JLL.
17. Consent from Tax Advisers dated May 5, 2025.
18. Technical Due Diligence Report dated May 5, 2025, issued by Colliers International (India) Property Services Private
Limited.
19. Consent from Title Lawyer dated May 5, 2025.
20. Net-worth certificate of the Investment Manager dated July 04, 2025, issued by C G R & Co.
21. Registrar agreement dated May 05, 2025 executed between KFin Technologies Limited, Axis Trustee Services
Limited, and the Investment Manager.
22. Scheme loan agreement dated July 11, 2025 executed between the Trustee (on behalf of PropShare Titania), the
Investment Manager and the Titania SPV.
20123. Cash escrow agreement dated July 11, 2025 executed between the Axis Trustee Services Limited, the Investment
Manager. KFin Technologies, Kotak Mahindra Capital Company Limited, Kotak Mahindra Bank Limited, and Kotak
Securities Limited.
24. Syndicate agreement dated July 11, 2025 executed between the Axis Trustee Services Limited, the Investment
Manager, Kotak Mahindra Capital Company Limited, and Kotak Securities Limited.
25. The binding term sheet dated March 28, 2025 executed amongst the Titania SPV, shareholders of the Titania SPV
(GOF I (Master A) Pte. Ltd and Anamudi Real Estates LLP), and the Investment Manager (acting on behalf of
PropShare Titania).
26. The share purchase agreement dated July 11, 2025, read with the side-letter dated July 11, 2025, executed amongst the
Titania SPV, shareholders of the Titania SPV (GOF I (Master A) Pte. Ltd. and Anamudi Real Estates LLP), and the
Investment Manager, Trust and the Trustee (acting on behalf of the Trust and PropShare Titania).
27. The securities purchase agreement dated July 11, 2025 for the transfer of compulsorily convertible debentures of the
Titania SPV to Proxima Nova Private Limited executed between Proxima Nova Private Limited, Titania SPV and the
debenture holders, GOF I (Master A) Pte. Ltd. and Anamudi Real Estates LLP.
28. Financial Statements of the PropShare Investment Manager Private Limited for the financial year ended March 31,
2025, and the auditor’s report thereon.
29. Special Purpose Combined Financial Statements of PropShare Titania for the financial year ended March 31, 2025,
March 31, 2023 and March 31, 2022, and the auditor’s report thereon.
30. In-principle approval received from BSE for listing of our Titania units pursuant to letter dated May 20, 2025.
31. Final observation letter dated June 09, 2025, received from the Securities and Exchange Board of India on Draft Key
Information of the Trust and Draft Key Information of the Scheme.
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 Property Share Investment Trust or if required by other parties, without reference to the Titania
Unitholders, subject to compliance with applicable law.
202ANNEXURE 1
FINANCIAL INFORMATION OF PROPSHARE TITANIAINDEPENDENT AUDITOR’S REPORT ON SPECIAL PURPOSE COMBINED FINANCIAL STATEMENTS
OF PROPSHARE TITANIA (A SECOND SCHEME OF PROPSHARE INVESTMENT TRUST)
To
The Board of Directors,
PropShare Investment Manger Private Limited
in its capacity as an investment manager of the Property Share Investment Trust (“Trust”)
10th Floor, SKAV Seethalakshmi,
21/22, Kasturba Road
Bangalore – 560001
Karnataka, India
Opinion
We have audited the attached Special Purpose Combined Financial Statements of PropShare Titania (the “Scheme”)
and Eranthus Developers Private Limited which excludes the carved out portions of the assets constituting three floors
with a total area of 1,70,183 sf, which is not proposed to form part of the Scheme (referred to as ‘Carved-out assets’)
(the “Titania SPV”) (the Scheme and Titania SPV together referred to as “the Group”); which comprises the
Combined Balance Sheet as at March 31, 2025, March 31, 2024 and March 31, 2023; Combined Statement of profit
and loss (including other comprehensive income); the Combined Statement of Changes in Equity, the Combined
Statement of Cash Flow for the years ended March 31, 2025, March 31, 2024 and March 31, 2023; the Statement of
Net Assets at Fair Value as at March 31, 2025; the Statement of Total Returns at Fair Value for the years ended March
31, 2025 and March 31, 2024; and a summary of material accounting policies and other additional financial disclosures
as required under SEBI (Real Estate Investment Trusts) Regulations, 2014 (“REIT Regulations”), as amended from
time to time and Securities and Exchange Board of India (SEBI) circular number SEBI/HO/DDHS/DDHS-PoD-
2/P/CIR/2025/64 dated May 07, 2025 (together referred to as the “Special Purpose Combined Financial Statements”).
The Special Purpose Combined Financial Statements have been prepared in accordance with the basis of preparation as
set out in Note 2 to the Special Purpose Combined Financial Statements.
In our opinion and to the best of our information and according to the explanations given to us and based on the
consideration of report of other auditor on the separate financial statements and on the other financial information of
the Titania SPV, the aforesaid Special Purpose Combined Financial Statements give a true and fair view in accordance
with the basis of preparation set out in Note 2 to the Special Purpose Combined Financial Statements, of the state of
affairs of the Group as at March 31, 2025, March 31, 2024 and March 31, 2023, its profit (including other
comprehensive income), its changes in equity, and its cash flows for the years ended March 31, 2025, March 31, 2024
and March 31, 2023, its combined net assets at fair value as at March 31, 2025 and its combined total returns at fair
value for the years ended March 31, 2025 and March 31, 2024.Basis for Opinion
We conducted our audit of the Special Purpose Combined Financial Statements in accordance with the Standards on
Auditing (SAs) and other pronouncements issued by the Institute of Chartered Accountants of India (ICAI). Our
responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the audit of Special
Purpose Combined Financial Statements’ section of our report. We are independent of the Group in accordance with
the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements
that are relevant to our audit of the Special Purpose Combined Financial Statements under the provisions of the
Companies Act, 2013 (‘Act’) and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on the Special Purpose Combined Financial
Statements.
Emphasis of Matters
(i) We draw attention to Note 2 to the Special Purpose Combined Financial Statements, which describes the
basis of preparation (including presentation) of this Special Purpose Combined Financial Statements. The
Special Purpose Combined Financial Statements have been prepared by the Manager for inclusion in the
Draft Key Information of the Scheme, Key Information of the Scheme and Final Key Information of the
Scheme (collectively, the “Offer Documents”) in connection with the proposed initial public offering of
the units of the Scheme. As a result, the Special Purpose Combined Financial Statements may not be
suitable for another purpose. Our report is intended solely for the purpose of inclusion in Offer Documents
and is not to be used, referred to or distributed for any other purpose.
Our opinion is not modified in respect of these matters.
Responsibilities of Management and Those Charged with Governance for the Special Purpose Combined
Financial Statements
The Board of Directors of the Manager is responsible for the preparation and presentation of the Special Purpose
Combined Financial Statements that give a true and fair view of the financial position, financial performance, changes
in equity, cash flows, net assets at fair value and total returns at fair value of the Group in accordance with the basis of
preparation as set out in Note 2 to the Special Purpose Combined Financial Statements.
The respective Board of Directors of the Titania SPV included in the Group are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding of the
assets of the Titania SPV and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Special
Purpose Combined Financial Statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error, which have been used for the purpose of preparation of the Special Purpose Combined
Financial Statements by the Board of the Directors of Manager, as aforesaid.In preparing the Special Purpose Combined Financial Statements, the Board of Directors of the Titania SPV included
in the Group are responsible for assessing the ability of the Titania SPV to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Group or to cease operations or has no realistic alternative but to do so.
The Board of Directors of the of the Titania SPV included in the Group is also responsible for overseeing the Titania
SPV financial reporting process.
Auditor’s Responsibilities for the audit of Special Purpose Combined Financial Statements
Our objectives are to obtain reasonable assurance about whether the Special Purpose Combined Financial Statements
as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these Special Purpose Combined Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Special Purpose Combined Financial Statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
• Evaluate the appropriateness of accounting policies and reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the ability of Group to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Special Purpose Combined Financial
Statements, including the disclosures, and whether the Special Purpose Combined Financial Statements
represent the underlying transactions and events in a manner that achieves fair presentation.• Obtain sufficient appropriate audit evidence regarding the financial information of the business activities
within the Group of which we are the independent auditors and whose financial information we have audited,
to express an opinion on the Special Purpose Combined Financial Statements. We are responsible for the
direction, supervision and performance of the audit of the conversion and carve-out adjustments of the Titania
SPV included in the Special Purpose Combined Financial Statements. For the Titania SPV included in the
Special Purpose Combined Financial Statements, which has been audited by other auditors, such other
auditors remain responsible for the direction, supervision and performance of the audits carried out by them.
We remain solely responsible for our audit opinion.
We communicate with those charged with governance of Trust regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance of the Trust with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Other Matters
The Titania SPV financial statements for the year ended March 31, 2023, March 31, 2024 and March 31, 2025, which
reflect total assets of INR 3,886.79 million, INR 3,814.36 million and INR 3,908.47 million respectively, total
revenues of INR 517.37 million, INR 587.06 million and INR 703.83 million respectively and net cash inflows/
(outflows) of INR 5.85 million, INR 14.41 million and INR 23.39 million respectively, prepared in accordance with
the Companies (Accounting Standards) Rules, 2006 (as amended) (‘IGAAP’) which were audited by auditors of the
Titania SPV whose reports have been furnished to us by the Management and our opinion on the Combined Financial
Statements, in so far as it relates to the amounts and disclosures included in respect of Titania SPV is based solely on
the reports of the other auditors.
The Board of Directors of the Manager has converted the financial statements of Titania SPV from the accounting
standards notified under section 133 of the Companies Act 2013 read together with the Companies (Accounting
Standards) Amendment Rules, 2006 (as amended from time to time) to Indian Accounting Standards as defined in Rule
2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015 (as amended) prescribed under Section 133 of
the Companies Act, 2013; in accordance with the basis of preparation as set out in Note 2 to the Special Purpose
Combined Financial Statements and Securities and Exchange Board of India (SEBI) circular number
SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64 dated May 07, 2025. We have audited these conversion adjustments
made by the Board of Directors of the Manager.
The Board of Directors of the Manager has carved out from the above mentioned Ind AS financial statements of Titania
SPV basis the allocation stated in Note 2 to the Special Purpose Combined Financial Statements. We have audited these
carve-out adjustments made by the Board of Directors of the Manager.
Our opinion in so far as it relates to the balances and affairs of Titania SPV based on the reports of other auditors and
the conversion and carve-out adjustments prepared by the Board of Directors of the Manager and audited by us.Our opinion above on the Special Purpose Combined Financial Statements, and our report on Other Legal and
Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the
work done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements
As required by the REIT Regulations and based on our audit and on the consideration of report of the other auditors on
financial statements/financial information and the other financial information of Titania SPV, as noted in the ‘other
matter’ paragraph we report, to the extent applicable:
(a) We/the other auditors whose report we have relied upon, have sought and obtained all the information and
explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the
aforesaid Special Purpose Combined Financial Statements;
(b) The Combined Balance Sheets, Combined Statements of Profit and Loss (including Other Comprehensive Income),
Combined Cash Flow Statements and Combined Statements of Changes in Equity, dealt with by this Report are in
agreement with the books of account maintained for the purpose of preparation of the Special Purpose Combined
Financial Statements; and
(c) In our opinion, the aforesaid Special Purpose Combined Financial Statements comply with the basis of preparation
as stated in Note 2 to the Special Purpose Combined Financial Statements.
For ASA & Associates LLP
Chartered Accountants
(Firm’s Reg. No. 009571N/ N500006)
Vinay K S
Partner
Membership No.223085
UDIN: 25223085BMKSGB4552
Place: Bengaluru
Date: 07th July 2025PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Special Purpose Combined Balance Sheet
(All amounts are in Rs. millions, unless otherwise stated)
Note As at As at As at
Particulars
No March 31, 2025 March 31, 2024 March 31, 2023
ASSETS
Non-current assets
Investment property 3 2 ,399.85 2 ,448.94 2 ,499.29
Goodwill 4 12.61 12.61 12.61
Financial assets
(i) Other financial assets 5 13.93 13.82 8.32
Deferred tax assets (net) 29 - - 7 .10
Non-current tax assets (net) 6 76.24 80.22 73.99
Other non-current assets 7 1 12.46 8 .58 1.63
2 ,615.09 2 ,564.17 2 ,602.94
Current assets
Financial assets
(i) Trade Receivables 8 25.22 17.65 25.03
(ii) Cash and cash equivalents 9 64.30 47.46 37.07
(iii) Other bank balances 10 1 16.67 32.41 98.30
(iv) Other financial assets 11 9 .75 8.15 10.22
Current tax assets (net) 12 - 9.26 -
Other current assets 13 12.71 90.01 56.44
2 28.65 2 04.94 2 27.06
TOTAL 2 ,843.74 2 ,769.11 2 ,830.00
EQUITY AND LIABILITIES
Equity
Capital 14 8 26.00 8 26.00 8 26.00
Other equity 15 96.96 ( 1.61) ( 63.88)
9 22.96 8 24.39 7 62.12
Non-current liabilities
Financial liabilities
(i) Borrowings 16 1 ,322.09 1 ,533.42 1 ,573.14
(ii) Other financial liabilities 17 1 87.66 1 05.77 1 24.53
Deferred tax liabilities (net) 29 33.15 - -
Other non-current liabilities 18 26.12 15.30 11.71
1 ,569.02 1 ,654.49 1 ,709.38
Current liabilities
Financial liabilities
(i) Borrowings 19 1 85.28 1 58.91 1 25.98
(ii) Trade payables 20
- Total outstanding due of micro enterprises and small enterprises 0.15 0.50 0.50
- Total outstanding due of creditors other than micro enterprises
16.23 25.13 16.65
and small enterprises
(iii) Other financial liabilities 21 1 22.20 84.93 1 87.43
Other current liabilities 22 27.90 20.76 27.94
3 51.76 2 90.23 3 58.50
TOTAL 2 ,843.74 2 ,769.11 2 ,830.00
Summary of material accounting policies 2.1
The accompanying notes form an integral part of the special purpose combined financial statements
As per our report of even date
For ASA & Associates LLP For and on behalf of Board of Directors of
Chartered Accountants PropShare Investment Manager Private Limited
Registration No: 009571N/N500006 (as a Manager to Property Share Investment Trust)
Vinay K S Hashim Qadeer Khan Kunal Moktan Prashant Kataria
Director and Chief Director and Chief
Partner Compliance Officer
Executive Officer Financial Officer
Membership No. 223085 DIN: 07301820 DIN: 05009696
Place : Bengaluru Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Special Purpose Combined Statement of Profit and loss
(All amounts are in Rs. millions, unless otherwise stated)
Note For the year ended For the year ended For the year ended
Particulars
No March 31, 2025 March 31, 2024 March 31, 2023
Income
Revenue from operations 23 3 95.09 3 39.80 3 06.35
Other income 24 5.57 6.85 4.35
Total Income 400.66 346.65 310.70
Expenses
Operating and maintenance expenses 25 4 8.70 5 5.09 4 6.76
Employee benefits expense 26 0 .12 0 .13 0 .44
Other expenses 27 17.56 5.60 2.88
Total Expense 66.38 60.82 50.08
Earnings before finance costs, depreciation, amortisation and tax 334.28 285.83 260.62
Finance costs 28 161.15 177.26 174.75
Depreciation and amortisation Expense 3 50.29 50.35 50.21
Profit before tax 122.84 58.22 35.66
Tax Expense : 29
i) Current tax - - -
ii) Deferred tax (credit) / charge 33.15 7.10 -
33.15 7.10 -
Profit for the year 89.69 51.12 35.66
Other comprehensive income
Items that will be reclassified subsequently to profit or loss - - -
Items that will not be reclassified subsequently to profit or loss - - -
Total other comprehensive income / (loss) for the year - - -
Total comprehensive income for the year 89.69 51.12 35.66
Earnings per unit Refer note 34
Summary of material accounting policies 2.1
The accompanying notes form an integral part of the special purpose combined financial statements
As per our report of even date
For ASA & Associates LLP For and on behalf of Board of Directors of
Chartered Accountants PropShare Investment Manager Private Limited
Registration No: 009571N/N500006 (as a Manager to Property Share Investment Trust)
Vinay K S Hashim Qadeer Khan Kunal Moktan Prashant Kataria
Director and Chief Director and Chief
Partner Compliance Officer
Executive Officer Financial Officer
Membership No. 223085 DIN: 07301820 DIN: 05009696
Place : Bengaluru Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Special Purpose Combined Statement of Changes in Equity
(All amounts are in Rs. millions, unless otherwise stated)
Other equity
Equity
Particulars Ca Sp Pit Val of Retained c Co om mp po un le son rt io lyf Total equity
earnings
convertible
debentures
Balance as at April 01, 2022 826.00 (206.19) 116.78 736.59
Profit for the year - 35.66 - 35.66
Other comprehensive expense (net of tax) - - - -
Carve-out difference routed through retained earnings (Refer note 2) - ( 10.13) - (10.13)
Balance as at March 31, 2023 826.00 (180.66) 116.78 762.12
Balance as at April 01, 2023 826.00 (180.66) 116.78 762.12
Profit for the year - 51.12 - 51.12
Other comprehensive expense (net of tax) - - - -
Carve-out difference routed through retained earnings (Refer note 2) - 11.15 - 11.15
Balance as at March 31, 2024 826.00 (118.39) 116.78 824.39
Balance as at April 01, 2024 826.00 (118.39) 116.78 824.39
Profit for the year - 89.69 - 89.69
Other comprehensive expense (net of tax) - - - -
Carve-out difference routed through retained earnings (Refer note 2) - 8.88 - 8.88
Balance as at March 31, 2024 826.00 ( 19.82) 116.78 922.96
Summary of material accounting policies 2.1
The accompanying notes form an integral part of the special purpose combined financial statements
As per our report of even date
For ASA & Associates LLP For and on behalf of Board of Directors of
Chartered Accountants PropShare Investment Manager Private Limited
Registration No: 009571N/N500006 (as a Manager to Property Share Investment Trust)
Vinay K S Hashim Qadeer Khan Kunal Moktan Prashant Kataria
Director and Chief Director and Chief
Partner Compliance Officer
Executive Officer Financial Officer
Membership No. 223085 DIN: 07301820 DIN: 05009696
Place : Bengaluru Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Special Purpose Combined Statement of Cash Flow
(All amounts are in Rs. millions, unless otherwise stated)
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Cash flow from operating activities
Profit before tax 122.84 58.22 35.66
Adjustments for:
Finance costs 161.15 177.26 174.74
Depreciation and amortization expenses 50.29 50.35 50.21
Interest income (2.35) (3.14) (2.07)
Liabilities written back (2.43) (0.04) -
Rental income on discounting of lease deposits (8.19) (14.22) (7.27)
Lease equalisation income (28.32) (30.40) 4.63
Operating cashflow before working capital changes 292.99 238.03 255.90
Changes in working capital:
Trade receivables (7.57) 7.38 (16.79)
Other financial assets (non-current and current) (1.39) (3.80) (3.68)
Other assets (non-current and current) 1.73 (10.12) 11.99
Trade payables (6.82) 8.52 8.89
Financial liabilities (non-current and current) 93.91 0.16 33.68
Other liabilities (non-current and current) 17.97 (3.59) (0.09)
Net cash generated from operating activities before taxes 390.82 236.58 289.90
Income taxes paid (net of refunds) 13.24 (15.49) 24.66
Net cash generated from operating activities 404.06 221.09 314.56
Cash flow from investing activities
Purchase of Investment property (1.20) - -
(Investment in) / Redemption of fixed deposits (84.26) 65.90 (65.54)
Interest received 2.03 3.50 1.46
Net cash (used in) / generated from investing activities (83.43) 69.40 (64.08)
Cash flow from financing activities
Proceeds from non-current borrowings - 144.03 -
Repayment of non-current borrowings (220.08) (183.76) (146.94)
Proceeds from / (repayment of) current borrowings (net) 26.37 32.93 24.19
Interest paid (118.96) (284.45) (113.41)
Movement of owner’s net investment (Carve out difference) [Refer note 2] 8.88 11.15 (10.13)
Net cash (used in) / generated from financing activities (303.79) (280.10) (246.29)
Net increase in cash and cash equivalents 16.84 10.39 4.19
Cash and cash equivalents at the beginning of the year 47.46 37.07 32.88
Cash and cash equivalents at the end of the period / year (refer note 9) 64.30 47.46 37.07
Notes:
Theabovestatementofcashflowshasbeenpreparedunderthe‘IndirectMethod’assetoutintheIndianAccountingStandard(IndAS)7—“StatementofCashFlows”asnotifiedunderCompanies
(Indian Accounting Standards) Rules, 2015.
Summary of material accounting policies 2.1
The accompanying notes form an integral part of the special purpose combined financial statements
As per our report of even date
For ASA & Associates LLP For and on behalf of Board of Directors of
Chartered Accountants PropShare Investment Manager Private Limited
Registration No: 009571N/N500006 (as a Manager to Property Share Investment Trust)
Vinay K S Hashim Qadeer Khan Kunal Moktan Prashant Kataria
Director and Chief Director and Chief
Partner Compliance Officer
Executive Officer Financial Officer
Membership No. 223085 DIN: 07301820 DIN: 05009696
Place : Bengaluru Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. lakhs, unless otherwise stated)
I. Statement of Net Assets at Fair Value (NAV)
As at
Particulars March 31, 2025
Book Value Fair Value
(A) Total Assets 2,843.74 5 ,371.53
(B) Total Liabilities ( 1,920.79) ( 1,920.79)
(C) Net Assets 922.95 3,450.74
(D) No. of Units
NAV (C) / (D) Refer Note 1
ForthepurposeofcalculationofaboveNAV,totalliabilitiesincludeborrowings(LiabilitycomponentofCompulsorilyConvertibleDebenturesincludinginterestthereon)fromshareholdersamountingtoRs.
349.51 millions. Adjusted NAV at fair value excluding such borrowings from total liabilities will amount to Rs 3,800.25 millions.
Measurement of fair values:
ThefairvalueofInvestmentPropertyhavebeendeterminedbyindependentexternalpropertyvaluers,havingappropriatelyrecognizedprofessionalqualificationsandrecentexperienceinthelocationand
category of the property being valued.
Valuation technique:
The fair value measurement for all of the investment property has been categorized as a Level 3 fair value based on the inputs to the valuation technique used.
ThevaluershavefollowedaDiscountedCashFlowmethod.Thevaluationmodelconsidersthepresentvalueofnetcashflowstobegeneratedfromtherespectiveproperties,takingintoaccountexistinglease
arrangements,expectedrentalgrowthrate,vacancyperiod,occupancyrate.Theexpectednetcashflowsarediscountedusingtheriskadjusteddiscountrates.Amongotherfactors,thediscountrateestimation
considers the quality of a building and its location (prime vs secondary), tenant credit quality and lease terms.
Notes:
1. The number of units that PropShare Titania will issue to investors is not presently ascertainable. Hence the disclosures in respect of Net Asset Value (NAV) per Unit have not been disclosed.
2. Project wise break up of Fair value of Assets as at March 31, 2025:
Fair value of
Other assets at book
Name of the Entity Property Name Investment Property and Total assets
value
Goodwill
Eranthus Developers Private Limited Project Titania (437,973 Sf of Leasable area in the 4,939.15 4 32.38 5 ,371.53
building G Corp Tech Park, located in Thane MMR)
II. Statement of Total Returns at Fair Value
For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024
Total comprehensive income / (loss)—(A) 89.69 51.12
Add : Changes in fair value not recognised (refer Note 1 below)—(B) 1 ,128.69 6 5.86
Total Returns C = (A+B) 1,218.38 116.98
Notes:
1.Intheabovestatement,changesinfairvaluefortheyearendedMarch31,2025andyearendedMarch31,2024havebeencomputedbasedonthedifferenceinfairvaluesofInvestmentPropertyand
GoodwillfromMarch31,2024toMarch31,2025andfromMarch31,2023toMarch31,2024respectively.ThefairvaluesoftheaforementionedassetsasatMarch31,2025aresolelybasedonthevaluation
report of the independent valuer appointed under the REIT Regulations.
Summary of material accounting policies 2.1
The accompanying notes form an integral part of the special purpose combined financial statements
As per our report of even date
For ASA & Associates LLP For and on behalf of Board of Directors of
Chartered Accountants PropShare Investment Manager Private Limited
Registration No: 009571N/N500006 (as a Manager to Property Share Investment Trust)
Vinay K S Hashim Qadeer Khan Kunal Moktan Prashant Kataria
Director and Chief Director and Chief
Partner Compliance Officer
Executive Officer Financial Officer
Membership No. 223085 DIN: 07301820 DIN: 05009696
Place : Bengaluru Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
1. Organisation Structure
The Special Purpose Combined Financial Statements (Combined Financial Statements’) comprise financial
statements of PropShare Titania (‘Scheme’) and Eranthus Developers Private Limited which excludes the
carved out portions of the assets constituting three floors with a total area of 1,70,183 sf, which is not proposed
to form part of the Scheme (referred to as ‘Carved-out assets’) (individually referred to as ‘Titania SPV’ or
‘EDPL’ and together referred to as ‘Titania Group’ or ‘PropShare Titania’). The Titania SPV is a
company domiciled in India.
The Titania SPV is proposed to be transferred directly from the respective shareholders to the PropShare
Titania.
The Property Share Investment Trust was settled on June 27, 2024, at 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 and February 21, 2025. The Property Share
Investment Trust was registered with SEBI on August 05, 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
Property Share Investment Trust has been settled by the Investment Manager for an aggregate initial sum of ₹0.02
million. The second scheme of the Trust i.e. PropShare Titania has been settled by the Property Share Investment
Trust with an initial corpus of ₹0.01 million.
PropShare Investment Manager Private Limited is the “Investment Manager” or “Manager” of the Property Share
Investment Trust. The Investment Manager is a private limited company incorporated in India under the
Companies Act, 2013 pursuant to a certificate of incorporation dated April 02, 2024, issued by the Registrar of
Companies, Karnataka at Bangalore. Axis Trustee Services Limited is the Trustee to the Property Share
Investment Trust.
The description of the assets and shareholding pattern of the Titania SPV as of March 31, 2025 is provided
below:
S.No Name of Titania Description of asset Shareholding
SPV
1. EDPL Project Titania GOF I (Master A) Pte Ltd (81.25%)
(437,973 Sf of Leasable area in the Anamudi Real Estates LLP (18.75%)
building G Corp Tech Park, located
in Thane MMR)PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
2. Basis of preparation and Material accounting policies
Basis of preparation
The Combined Financial Statements comprise the Special Purpose Combined Balance Sheet as at March 31,
2025, March 31, 2024 and March 31, 2023; the Special Purpose Combined Statement of Profit and Loss
(including other comprehensive income), the Special Purpose Combined Statement of Cash Flows, the
Special Purpose Combined Statement of Changes in Equity for the years ended March 31, 2025, March
31, 2024 and March 31, 2023, the Statement of Net Assets at Fair Value as at March 31, 2025, the
Statement of Total Returns at Fair Value for the for the year ended March 31, 2025 and March 31, 2024 and
a summary of material accounting policies and other explanatory information with other additional
disclosures.
The Combined Financial Statements were approved for issue in accordance with the resolution passed by
the Board of Directors of the Investment Manager on July 07, 2025.
The Combined Financial Statements have been prepared in accordance with the Guidance Note on
Combined and Carve Out Financial Statements, Guidance note on Reports in Company Prospectus
(Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”) (the “Guidance Notes”),
to the extent not inconsistent with Securities and Exchange Board of India (SEBI) circular number
SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64 relating to Disclosure of financial information in offer
document for REITs dated May 07, 2025 (‘SEBI Circular’) and other circulars issued thereunder (‘REIT
Regulations’), as amended and using the recognition and measurement principles of Indian Accounting
Standards as defined in Rule 2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015 (as
amended) prescribed under Section 133 of the Companies Act, 2013 (‘Ind AS’) read with the REIT
Regulations, notes mentioned below and accounting policies described in Note 2.
The Combined Financial Statements are special purpose financial statements and have been prepared by
PropShare Titania and the Manager to meet the requirements of the REIT Regulations and for 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 the Investment Manager in connection with the proposed initial
public issue of units of PropShare Titania. As a result, the Combined Financial Statements may not be
suitable for any other purpose. Further, the Combined Financial Statements comply with all the
presentation and disclosure requirements of Division II of Schedule III notified under the Companies Act,
2013 (as amended) with the exceptions and modifications as mentioned in the SEBI Circular and the
Combined Financial Statements comply with all the presentation and disclosure requirements of Ind AS.
Specific attention is drawn to the following aspects:
– In preparing these Combined Financial Statements, “Capital” represent shareholder’s investment
in the Titania SPV.
– The number of units that PropShare Titania will issue to the investors is not presently ascertainable.
Hence, the Earnings per unit could not be computed.
Since the PropShare Titania was registered on February 21, 2025 and has been in existence for a period
lesser than three completed financial years, and the historical financial statements of PropShare Titania are
not available for the entire portion of the reporting period of three years, hence the Combined Financial
Statements have been disclosed even for the periods when such historical financial statements were not
available. Further, as required by the REIT regulations, the Combined Financial Statements are prepared
based on an assumption that Titania SPV was part of PropShare Titania for such period when PropShare
Titania was not in existence; and since the first day of the reporting period for which the financial information
is presented. Accordingly, Titania SPV has been combined for the periods presented.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
This Combined Financial Statements may not be representative of the position which may prevail after
the Titania SPV are transferred to PropShare Titania Scheme.
The Combined Financial Statements have been prepared on a going concern basis. These Combined
Financial Statements have been prepared on the historical cost basis except otherwise indicated in the
accounting policies.
The Combined Financial Statements are prepared in Indian Rupees and rounded off to nearest million, except
when otherwise indicated.
Transition to Ind AS
As per SEBI Circular, the Combined Financial Statements shall be prepared in accordance with Ind AS and
shall be adjusted for any policy differences with that followed by PropShare Titania for the periods
presented.
• EDPL has prepared its statutory financial statements for the year ended March 31, 2025, March 31,
2024 and March 31, 2023 in accordance with the generally accepted accounting principles in India (Indian
GAAP) to comply in all material respects with the accounting standards notified under section 133 of the
Companies Act 2013 read together with the Companies (Accounting Standards) Amendment Rules,
2006 (as amended from time to time).
In preparing these Combined Financial Statements, the initial date of application of Ind AS has been
considered as April 01, 2022 by the Titania SPV.
Ind AS 101 requires that all Ind AS standards and interpretations that are effective for the first Ind AS
financial statements, be applied consistently and retrospectively. The resulting difference between the
carrying amounts of the assets and liabilities in the Combined Financial Statements between Ind AS and
Indian GAAP as at the transition date have been recognised directly in equity.
In preparing its opening Ind AS balance sheet as at April 01, 2022, the Titania SPV have applied the following
principles for assets, liabilities and equity forming part of the Combined Financial Statements.
• Recognise all assets and liabilities whose recognition is required by Ind ASs;
• Not recognise items as assets and liabilities if Ind ASs do not permit such recognition;
• Reclassify items that if recognised in accordance with previous GAAP as one type of asset, liability
or component of equity, but are a different type of asset, liability or component of equity in
accordance with Ind ASs; and
• Apply Ind ASs in measuring all recognised assets and liabilities.
Ind AS 101 allows first time adopters certain exemptions and exceptions from the retrospective application
of certain requirements under Ind AS. Titania SPV have applied the following exemptions and exceptions:
A. Optional exemptions availed
i. The carrying value of all its investment property recognized as at transition date measured as per
the previous GAAP and used that carrying value as its deemed cost as of the transition date.
ii. Ind AS 103 Business Combinations not applied retrospectively to past business combinations.
iii. Arrangement contains a lease determined based on facts and circumstances existing at the date of
transition to Ind AS.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
B. Mandatory exceptions
i. The estimates under Ind AS at the transition date are consistent with estimates made for the
same date under Indian GAAP. Key estimates considered in preparation of Combined
Financial Statements that were not required under the Indian GAAP are listed below:
• Fair valuation of financial instruments carried at fair value through profit and loss
(FVTPL) and / or fair value through other comprehensive income (FVOCI);
• Impairment of financial assets based on expected credit loss model; and
• Determination of the discounted value for financial instruments carried at amortised cost.
ii. Classification of financial assets based on facts and circumstances that exist on the transition
date. Measurement of the financial assets accounted at amortised cost has been done
retrospectively except where the same is impracticable.
C. Significant transition adjustments as at April 01, 2022:
The following adjustments have been made by the Titania SPV for preparing Ind AS financial statements
as at April 01, 2022:
(i) These Titania SPV have recognised security deposit liabilities at fair value from its initiation along
with deferred lease rentals, using the incremental borrowing rate of the Titania SPV at the transition
date. The impact of the said adjustment from the initiation date till the transition date has been
recognised as an adjustment to the opening balance of retained earnings.
Basis of Combination and Carve Out
The Combined Financial Statements have been prepared using uniform accounting policies for like
transactions and other events in similar circumstances. The financial statements / information of Titania
SPV transferred used for the purpose of combination are drawn up to the same reporting date i.e. years
ended on March 31, 2025, March 31, 2024 and March 31, 2023. The Combined Financial Statements have
been prepared using the principles of consolidation as per Ind AS 110 – Consolidated Financial Statements
and the Guidance Notes, to the extent applicable. However, unlike consolidated financial statements, the
Combined Financial Statements does not have any parent company.
The procedure for preparing Combined Financial Statements of PropShare Titania Scheme are stated below:
– The financial statements of Titania SPV which excludes the carved out portions of the assets constituting
three floors with a total area of 1,70,183 sf, which is not proposed to form part of the Scheme (referred to
as ‘Carved-out assets’) were combined by combining / adding like items of assets, liabilities, equity,
income, expenses and cash flows.
– The financial statements of Titania SPV only after carving out specific assets (referred to as ‘Carved-out
assets’) were combined based on the assumption that the Titania SPV were part of a single group for
the entire period presented pursuant to the requirements as per SEBI circular.
– Intragroup assets, liabilities, equity, income, expenses and cash flows relating to transactions
between Titania SPV of PropShare Titania Scheme are eliminated in full.
Considering that all the shareholders of the Titania SPV will be transferring their stake to PropShare
Titania Scheme, Non-controlling interest is not applicable.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
Carve out financial information of the carved-out and carved-in assets / businesses
EDPL is proposed to be transferred to PropShare Titania Scheme, which excludes the carved out portions of
the assets constituting three floors with a total area of 1,70,183 sf, which is not proposed to form part of the
Scheme (referred to as ‘Carved-out assets’). These carved out assets do not form part of PropShare
Titania. The following basis of allocation has been followed in preparing Carve-Out Financial Information
for the carved out and carved in assets for use in the preparation of Combined Financial Statements:
– The Financial Information of carved-out and carved-in assets have been prepared using principles
prescribed in the Guidance Note on Combined and Carve-Out Financial Statements.
– Income and expenses, which can be directly identified to carved-out and carved-in assets are treated
as direct operating income or expenses. Similar principle has been applied for identification of
specific assets and liabilities related to the carved-out and carved-in assets. Accordingly, assets,
liabilities, revenue and expenses directly attributable to the carved-out and carved-in assets have
been specifically identified and included in the Carve-Out and Carve-In Financial Information.
Certain other expenses are allocated in the ratio of square feet of the asset to be carved-out and carved-
in.
– No specific guidance is available for allocation of common income, expenses, assets and liabilities to
carve-in and carve-out assets. Accordingly, in preparing historical carved out financial information, certain
accounting conventions commonly used and found appropriate by the management have been applied. The
allocation basis used is appropriate and reflects the management’s best estimate of how the underlying
services have been consummated by the carved-out and carved-in assets. However, the financial position
of the carved- out and carved-in assets post allocation may not accurately resemble the financial position
that would have been reported had the operations of these assets been carried out in a separate standalone
entity or the position which may prevail in the future.
– Income taxes have been recorded as if the carved-out and carved-in assets were a separate legal
entity filing a separate tax return in their local jurisdiction. Tax expense has been arrived at in
accordance with the Guidance Note on Combined and Carve-Out Financial Statements. Accordingly,
current and deferred tax income / expenses have been computed using the tax rates and tax laws that
have been enacted or substantively enacted by the end of the reporting period and the taxable income
of the carved-out and carved-in assets
– The difference between the assets and liabilities of the carved out and carved in financial statements
as on each Balance sheet date has been disclosed as ‘Carved out difference’ in accordance with the
requirements of the Guidance notes.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
2.1 Summary of Material Accounting Policies
The following is the summary of material accounting policies applied by PropShare Titania in preparation
of its Combined Financial Statements.
(a) Foreign Currencies
The Combined Financial Statements are presented in INR which is also the functional currency of SPV of
PropShare Titania. For Titania SPV, PropShare Titania determines the functional currency and items included
in the financial statements are measured using that functional currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the entity at their respective functional
currency spot rates at the date the transaction first qualifies for recognition. However, for practical
reasons, Titania SPV use an average rate if the average approximates the actual rate at the date of the
transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency
spot rates of exchange at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in
a foreign currency are translated using the exchange rates at the date when the fair value is determined.
The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with
the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on
items whose fair value gain or loss is recognised in OCI or statement of profit and loss are also recognised
in OCI or statement of profit and loss, respectively).
(b) Critical accounting estimates and judgements
In the application of PropShare Titania’s accounting policies, the Management is required to make
estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses that
are not readily apparent from other sources. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimates are revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods.
The areas involving critical estimates or judgements are:
– Determining fair value of investment property
– Useful lives of investment propertyPropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
Deferred tax assets are recognised for unused tax losses and minimum alternate tax (MAT) credit,
to the extent that it is probable that taxable profit will be available against which the losses / MAT
credit can be utilised. Significant management judgement is required to determine the amount of
deferred tax assets that can be recognised, based upon the likely timing and the level of future
taxable profits together with future tax planning strategies.
– Impairment assessment, estimation and judgement relating to impairment of goodwill and investment
property
– Fair value assessment, estimation of fair value of financial instruments
– Valuation of financial instruments
– Recognition and measurement of provisions and contingencies: Key assumptions about the
likelihood and magnitude of an outflow of resources
Estimates and judgement are continually evaluated. They are based on historical experience and other
factors, including expectations of future events that may have a financial impact on PropShare Titania and
that are believed to be reasonable under the circumstances.
(c) Current versus non-current classification
PropShare Titania presents assets and liabilities in the balance sheet based on current / non-current
classification. An asset is treated as current when it is:
– Expected to be realised or intended to be sold or consumed in the normal operating cycle,
– Held primarily for the purpose of trading,
– Expected to be realised within twelve months after the reporting period, or
– Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
– It is expected to be settled within the normal operating cycle,
– It is held primarily for the purpose of trading,
– It is due to be settled within twelve months after the reporting period, or
– There is no unconditional right to defer the settlement of the liability for at least twelve months after
the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
All entities in PropShare Titania have identified twelve months as their operating cycle.
(d) Fair value measurements
PropShare Titania measures financial instruments such as derivatives at fair value at each balance sheet
date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
– In the principal market for the asset or liability, or
– In the absence of a principal market, in the most advantageous market for the asset or liability.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
The principal or the most advantageous market must be accessible by PropShare Titania entities.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
PropShare Titania uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Combined Financial
Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:
– Level 1—Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
– Level 2—Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable;
– Level 3—Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, PropShare
Titania determines whether transfers have occurred between levels in the hierarchy by re-assessing
categorisation (based on the lowest level input that is significant to the fair value measurement as a whole)
at the end of each reporting period.
External valuers are involved for valuation of significant assets such as investment property. Involvement of
external valuers is decided by Titania SPV management on a need basis and relevant approvals. The
valuers involved are selected based on criteria like market knowledge, reputation, independence and
professional standards. The management of Titania SPV decides after discussion with the external
valuers, which valuation techniques and inputs to use for each case.
At each reporting date, the management of Titania SPV analyses the movement of assets and liabilities
which are required to be remeasured or reassessed as per their accounting policies. For this analysis, the
management verifies the major inputs applied in the latest valuation by agreeing the information in the
valuation computation to contracts and other relevant documents.
The management in conjunction with Titania SPV external valuers also compares the change in fair value
of each asset and liability with relevant external sources to determine whether the change is reasonable.
For the purpose of fair value disclosures, PropShare Titania has determined classes of assets and liabilities
on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy, as explained above. This note summarises accounting policy for fair value. Other fair value
related disclosures are given in the relevant notes.
– Disclosures of Statement of Net Assets at fair value and Statement of Total Returns at fair value
– Quantitative disclosures of fair value measurement hierarchy
– Financial instruments (including those carried at amortised cost)PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(e) Revenue from Operations
Revenue from lease rentals
Leases in which PropShare Titania does not transfer substantially all the risks and rewards incidental to
ownership of an asset are classified as operating leases. Rental income arising is accounted for on a
straight-line basis over the lock-in term. Initial direct costs incurred in negotiating and arranging an
operating lease are added to the carrying amount of the leased asset and recognised over the lock-in term
on the same basis as rental income.
Revenue from contracts with customers
Revenue is recognised upon transfer of control of promised goods or services to customer in an amount
that reflects the consideration PropShare Titania expects to receive in exchange for those goods or services.
Revenue is measured at the fair value of the consideration received or receivable. This inter alia involves
discounting of the consideration due to the present value if payment extends beyond normal credit terms.
Revenue is recognised when recovery of the consideration is probable, and the amount of revenue can be
measured reliably.
Revenue from contract with customers majorly include income from maintenance services. Revenue is
recognised as and when the services are rendered based on the terms of the contracts. PropShare Titania
collects goods and service tax on behalf of the government and therefore, it is not an economic benefit
flowing to PropShare Titania. Hence, it is excluded from revenue. PropShare Titania raises invoices as per the
terms of the contract, upon which the payment is due to be made by the customers.
If the consideration in a contract includes a variable amount (like volume rebates / incentives, cash discounts
etc.), PropShare Titania estimates the amount of consideration to which it will be entitled in exchange for
rendering the services to the customer. The variable consideration is estimated at contract inception and
constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue
recognised will not occur when the associated uncertainty with the variable consideration is subsequently
resolved. The estimate of variable consideration for expected future volume rebates / incentives, cash
discounts etc. are made on the most likely amount method. Revenue is disclosed net of such amounts.
Contract balances
Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer.
If PropShare Titania performs its obligation by transferring goods or services to a customer before the
customer pays consideration or before payment is due, a contract asset is recognised for the earned
consideration that is conditional.
Trade receivables
A receivable (whether billed or unbilled) represents PropShare Titania’s right to an amount of
consideration that is unconditional (i.e., only the passage of time is required before payment of the
consideration is due). Unbilled receivables are shown as ‘Other financial assets’.
Contract liabilities (Advance received from customers)
A contract liability is the obligation to transfer goods or services to a customer for which PropShare
Titania Scheme has received consideration (or an amount of consideration is due) from the customer. If a
customer pays consideration before PropShare Titania transfers goods or services to the customer, a
contract liability is recognised when the payment is made or the payment is due (whichever is earlier).PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
Contract liabilities are recognised as revenue when PropShare Titania performs its obligations under the
contract. The same has been included under the head “advance received from customers” in the
Combined Financial Statements.
(f) Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will
flow to PropShare Titania and the amount of income can be measured reliably. Interest income is accrued
on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which
is the rate that exactly discounts estimated future cash receipts through the expected life of the financial
asset to that asset’s net carrying amount on initial recognition.
(g) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both,
but not for sale in the ordinary course of business, use in the production or supply of goods or services
or for administrative purposes. Upon initial recognition, an investment property is measured at cost.
The cost includes the cost of replacing part of the investment properties and borrowing costs for long-term
construction projects if the recognition criteria are met. The cost of investment properties includes freight,
duties, taxes and other incidental expenses related to the acquisition or construction of the respective
assets. The cost of such assets not ready for their intended use are disclosed as investment property under
development.
When significant parts of the investment property are required to be replaced at intervals, PropShare
Titania depreciates them separately based on their specific useful lives. All other repair and maintenance
costs are recognized in the statement of profit and loss as incurred.
Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation
and accumulated impairment losses, if any.
Initial direct costs incurred by PropShare Titania in negotiating and arranging an operating lease are added
to the carrying amount of the respective investment property and are amortised over the lease term on the
same basis as the lease income.
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated
with the expenditure will flow to PropShare Titania Scheme.
Though PropShare Titania measures investment property using cost based measurement, the fair value of
investment property is disclosed in the notes. Fair values are determined based on an annual evaluation
performed by an accredited external independent valuer.
Depreciation
Depreciable amount is the cost of the assets or other amount substituted for cost, less its estimated residual
value.
Depreciation is calculated on the depreciable amount of investment property calculated on a straight-line
basis over the estimated useful lives as mentioned below and is recognised in the statement of profit and loss.
The estimated useful lives, residual values and depreciation method are reviewed at the end of each
reporting period, with the effect of any changes in estimate accounted for on a prospective basis.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
The estimated useful lives of items of investment properties are as follows:
Type of asset Estimated Useful Lives (In years)
Commercial Premises 60 years
Furniture and fixtures 10 years
Office Equipment 5 years
The management believes that its estimates of useful lives as given above best represent the period over
which management expects to use these assets.
Derecognition
Any gain or loss on disposal of an investment property is recognised in the statement of profit and loss.
(h) Impairment of non-financial assets
Goodwill is tested for impairment at least on an annual basis. For all other assets, PropShare Titania
assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, PropShare Titania estimates
the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or
Cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount
is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets of PropShare Titania.
When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. The impairment loss is recognized in the
statement of profit and loss.
In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken
into account. If no such transactions can be identified, an appropriate valuation model is used.
PropShare Titania bases its impairment calculation on detailed valuation report using income approach, which
are prepared separately for each of PropShare Titania Scheme’s CGUs to which the individual assets are
allocated.
(i) Goodwill acquired in business combination (at Titania SPV level)
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred
and the amount recognised for non-controlling interests and any previous interest held, over the net
identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess
of the aggregate consideration transferred, PropShare Titania re-assesses whether it has correctly identified
all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure
the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the
fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised
in other comprehensive income (OCI) and accumulated in equity as capital reserve. However, if there is no
clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without
routing the same through OCI.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of PropShare Titania’s cash-generating units or group of cash generating units that are expected
to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are
assigned to those units.
A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash
generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the
carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in the statement
of profit and loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
(j) Lease accounting
As a lessor
At inception or on modification of a contract that contains a lease component, the PropShare Titania allocates the
consideration in the contract to each lease component on the basis of their relative stand-alone prices.
When the PropShare Titania acts as a lessor, it determines at lease inception whether each lease is a finance lease
or an operating lease.
To classify each lease, the PropShare Titania makes an overall assessment of whether the lease transfers
substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the
lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the PropShare Titania
Scheme considers certain indicators such as whether the lease is for the major part of the economic life of the
asset.
If an arrangement contains lease and non-lease components, then PropShare Titania applies Ind AS 115 to allocate
the consideration in the contract
The PropShare Titania recognises lease payments received under operating leases as income on a straight-line
basis over the lease term as part of ‘revenue from operations’.
(k) Employee benefits
Defined contribution plan
PropShare Titania has defined contribution plans for post-employment benefits in the form of Provident
Fund which is administered through Government of India. Provident Fund Scheme is classified as defined
contribution plans as PropShare Titania has no further obligation beyond making the contributions.
Payments to defined contribution retirement benefit plans are recognised as an expense when employees
have rendered service entitling them to the contributions.
(l) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or
sale, are added to the cost of those assets, until such time as the assets are substantially ready for their
intended use or sale.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
Interest income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in statement of profit and loss in the period in which they are
incurred.
(m) Taxation
Current tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted
or substantively enacted, at the reporting date.
Current income tax relating to items recognised outside the statement of profit and loss is recognised
outside the statement of profit and loss (either in other comprehensive income or in equity). Current tax
items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred Tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities
in the Combined Financial Statements and the corresponding tax bases used in the computation of taxable
profit.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
– When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss.
– In respect of taxable temporary differences associated with investments in subsidiaries, associates
and interests in joint ventures, when the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the foreseeable
future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused
tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable
that taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised, except:
– When the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss.
– In respect of deductible temporary differences associated with investments in subsidiaries, associates
and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable
that the temporary differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary differences can be utilised.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced
to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or
part of the asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and
are recognised to the extent that it has become probable that future taxable profits will allow the deferred
tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are offset only if there is a legally enforceable right to set off the
recognized amounts, and it is intended to realize the asset and settle the liability on a net basis or
simultaneously.
Deferred tax relating to items recognised outside the statement of profit and loss is recognised outside the
statement of profit and loss (either in other comprehensive income or in equity). Deferred tax items are
recognised in correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India,
which is likely to give future economic benefits in the form of availability of set off against future income
tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can
be measured reliably, and it is probable that the future economic benefit associated with the asset will be
realised. PropShare Titania Scheme reviews deferred tax asset related to “MAT credit entitlement” at each
reporting date and writes down the asset to the extent that it is no longer probable that it will pay normal
tax during the specified period.
(n) Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity. Financial assets and financial liabilities are recognised
when PropShare Titania becomes a party to the contractual provisions of the instruments.
Initial recognition and measurement
All financial assets are recognised initially at fair value and, in the case of financial assets not recorded at fair
value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e. the date
that the PropShare Titania Scheme commits to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in three categories:
• Financial asset at amortised cost
• Financial asset at Fair Value Through Other Comprehensive income (FVTOCI)
• Financial asset at Fair Value Through Profit and Loss (FVTPL)
Financial asset is measured at the amortised cost, if both of the following conditions are met:
(i) The asset is held within a business model whose objective is to hold assets for collecting contractual
cash flows; and
(ii) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
After initial measurement, such financial assets are subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included
in finance income in the statement of profit and loss. The losses arising from impairment are recognised in the
statement of profit and loss. This category generally applies to investments, trade receivables, loans, Cash and
cash equivalent, bank balance other than cash and cash equivalent and other financial assets.
Financial asset is classified as FVTOCI, if both of the following criteria are met:
(i) The objective of the business model is achieved both by collecting contractual cash flows and selling the
financial assets; and
(ii) The asset’s contractual cash flows represent SPPI.
Financial asset included within the FVTOCI category are measured initially as well as at each reporting date
at fair value. Fair value movements are recognized in OCI. However, PropShare Titania recognizes interest
income, impairment losses and foreign exchange gain or loss in the statement of profit and loss. On de-
recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to
the statement of profit and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest
income using the EIR method.
FVTPL is a residual category for financial asset. Any financial asset, which does not meet the criteria for
categorization as at amortized cost or as FVTOCI, is classified as at FVTPL. Financial asset included within
the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held
for trading are classified as at FVTPL. If the PropShare Titania decides to classify an equity instrument as at
FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There
is no recycling of the amounts from OCI to the statement of profit and loss, even on sale of the investments.
Equity instruments included within the FVTPL category are measured at fair value with all changes
recognized in the statement of profit and loss.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e. removed from the balance sheet) when:
• The rights to receive cash flows from the asset have expired; or
• The PropShare Titania Scheme has transferred its rights to receive cash flows from the asset and either:
(a) the PropShare Titania Scheme has transferred substantially all the risks and rewards of the asset, or
(b) the PropShare Titania Scheme has neither transferred nor retained substantially all the risks and rewards of
the asset but has transferred control of the asset.
Impairment of financial assets
In accordance with Ind AS 109, the PropShare Titania applies expected credit loss (ECL) model for
measurement and recognition of impairment loss on the financial assets and credit risk exposure.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
For recognition of impairment loss on other financial assets and risk exposure, lifetime ECL is used. If, in a
subsequent period, credit quality of the instrument improves such that there is no longer a significant increase
in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based
on twelve-month ECL.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of
a financial instrument. The twelve-month ECL is a portion of the lifetime ECL which results from default
events that are possible within twelve months after the reporting date. ECL is the difference between all
contractual cash flows that are due to the PropShare Titania in accordance with the contract and all the cash
flows that the PropShare Titania expects to receive (i.e., all cash shortfalls), discounted at the original
effective interest rate. ECL impairment loss allowance (or reversal) recognized during the year is recognized
as income/ expense in the statement of profit and loss.
For assessing increase in credit risk and impairment loss, the PropShare Titania combines financial
instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is
designed to enable significant increases in credit risk to be identified on a timely basis.
Financial liabilities
Initial recognition and measurement
All financial liabilities are recognised initially at fair value. PropShare Titania’s financial liabilities include
trade payables and other financial liabilities.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
• Financial liabilities at fair value through profit or loss
• Financial liabilities at amortised cost
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and
financial liabilities designated upon initial recognition as fair value through profit or loss. Financial liabilities
are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.
Separated embedded derivatives are also classified as held for trading, unless they are designated as effective
hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit and
loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as
such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities
designated as FVTPL, fair value gains/losses attributable to changes in own credit risk are recognized in OCI.
These gains/losses are not subsequently transferred to the statement of profit and loss. However, the
PropShare Titania may transfer the cumulative gain or loss within equity. All other changes in fair value of
such liability are recognised in the statement of profit and loss.
Financial liabilities at amortised cost
After initial recognition, gains and losses are recognised in the statement of profit and loss when the liabilities
are derecognised as well as through the EIR amortization process. Amortized cost is calculated by taking into
account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit and loss.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expired. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the de-recognition of the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognised in the statement of profit and loss.
Reclassification of financial assets and liabilities
The PropShare Titania determines classification of financial assets and liabilities on initial recognition. After
initial recognition, no re-classification is made for financial assets which are equity instruments and financial
liabilities.
For financial assets which are debt instruments, a re-classification is made only if there is a change in the
business model for managing those assets. A change in the business model occurs when the PropShare Titania
Scheme either begins or ceases to perform an activity that is significant to its operations. If the PropShare
Titania reclassifies financial assets, it applies the re-classification prospectively from the re-classification date,
which is the first day of the immediately next reporting period following the change in business model. The
PropShare Titania does not restate any previously recognised gains, losses (including impairment gains or
losses) or interest.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet, if there
is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a
net basis, to realize the assets and settle the liabilities simultaneously.
Compound financial instruments
The liability component of a compound financial instrument is initially recognised at the fair value of
a similar liability that does not have an equity conversion option. The equity component is initially
recognised at the difference between the fair value of the compound financial instrument as a whole
and the fair value of the liability component. Any directly attributable transaction costs are allocated
to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is
measured at amortised cost using the effective interest method or FVTPL, as applicable. The equity
component of a compound financial instrument is not measured subsequently.
Interest / fair value changes related to the financial liability is recognised in the statement of profit
and loss (unless it qualifies for inclusion in cost of asset). In case of conversion at maturity, financial
liability is reclassified to equity and no gain or loss is recognised.
(o) Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits
with an original maturity of three months or less, that are readily convertible to a known amount of cash
and subject to an insignificant risk of changes in value.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(p) Provisions
Provisions are recognised when PropShare Titania has a present obligation (legal or constructive) as a
result of a past event, it is probable that PropShare Titania will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding
the obligation. When a provision is measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash flows (when the effect of the time value
of money is material).
Present obligations arising under onerous contracts are recognised and measured as provisions with charge
to statement of profit and loss. An onerous contract is considered to exist where PropShare Titania
Scheme has a contract under which the unavoidable costs of meeting the obligations under the contract
exceed the economic benefits expected to be received from the contract.
(q) Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control
of PropShare Titania Scheme or a present obligation that is not recognised because it is not probable that
an outflow of resources will be required to settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably.
The contingent liability is not recognised in the books of accounts but its existence is disclosed in the
Combined Financial Statements by way of notes to accounts, unless possibility of an outflow of resources
embodying economic benefit is remote.
(r) Segment Information
The objective of the PropShare Titania is to undertake activities in accordance with the provisions of the SEBI
REIT Regulations and the Trust Deed. The principal activity of the PropShare Titania is to own and invest in rent
or income generating real estate and related assets in India.
The Board of Directors of the Investment Manager allocates the resources and assesses the performance of the
PropShare Titania Scheme, thus are the Chief Operating Decision Maker (CODM). In accordance with the
requirements of Ind AS 108 - "Segment Reporting", the CODM monitors the operating results of the business. as a
single segment, hence no separate segment needs to be disclosed. As the PropShare Titania Scheme operates only
in India, no separate geographical segment is disclosed.
(s) Subsequent events
The Combined Financial Statements are adjusted to reflect events that occur after the reporting date but
before the Combined Financial Statements are issued. The Combined Financial Statements have their own
date of authorisation, which differs from that of the financial statements of the combining entities.
Therefore, when preparing the Combined Financial Statements, management considers events up to the
date of authorisation of these financial statements (i.e. including those that occurred after the
authorisation date of the financial statements of combining entities).PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(t) Combined Statement of net assets at fair value
The disclosure of Statement of Net Assets at Fair Value comprises of the fair values of the total assets and
fair values of the total liabilities. The fair value of the assets are reviewed regularly by Management with
reference to independent assets and market conditions existing at the reporting date, using generally
accepted market practices. The independent valuers are leading independent appraisers with a recognised
and relevant professional qualification and with recent experience in the location. Judgment is also applied
in determining the extent and frequency of independent appraisals. Such independent appraisals and the
assumptions used are reviewed at each balance sheet date.
(u) Statement Of Total Returns at Fair Value
The disclosure of total returns at fair value comprises of the total Comprehensive Income as per the
Combined Statement of Profit and loss and Other Changes in Fair Value of investment property where the
cost model is followed which were not recognised in total Comprehensive Income.
(v) Earnings before finance costs, depreciation, amortisation and tax (EBITDA)
PropShare Titania Scheme has elected to present EBITDA as a separate line item on the face of the Combined
Statement of Profit and Loss. In its measurement, PropShare Titania does not include finance costs, depreciation,
amortisation, exceptional items and tax.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
3. Investment property
Particulars Commercial Premises Office Equipment Furniture & Fixture Total
Gross carrying value - Deemed Cost
Balance as at April 01, 2022 2,549.34 0.00 0 .16 2 ,549.50
Additions - - - -
Disposals - - - -
Balance as at March 31, 2023 2,549.34 0.00 0 .16 2 ,549.50
Accumulated depreciation
Charge for the year 5 0.15 - 0 .06 50.21
Disposals - - - -
Balance as at March 31, 2023 5 0.15 - 0 .06 50.21
Net carrying value as at March 31, 2023 2,499.19 0 .00 0.10 2,499.29
Gross carrying value
Balance as at April 01, 2023 2,549.34 0.00 0 .16 2 ,549.50
Additions - - - -
Disposals - - - -
Balance as at March 31, 2024 2,549.34 0.00 0 .16 2 ,549.50
Accumulated depreciation
Balance as at April 01, 2023 5 0.15 - 0 .06 50.21
Charge for the year 5 0.29 - 0 .06 50.35
Disposals - - - -
Balance as at March 31, 2024 1 00.44 - 0 .12 1 00.56
Net carrying value as at March 31, 2024 2,448.90 0 .00 0.04 2,448.94
Gross carrying value
Balance as at April 01, 2024 2,549.34 0.00 0 .16 2 ,549.50
Additions - 1.20 - 1.20
Disposals - - - -
Balance as at March 31, 2025 2,549.34 1.20 0 .16 2 ,550.70
Accumulated depreciation
Balance as at April 01, 2024 100.44 - 0.12 1 00.56
Charge for the period 50.15 0 .10 0.04 50.29
Disposals - - - -
Balance as at March 31, 2025 1 50.59 0.10 0 .16 1 50.85
Net carrying value as at March 31, 2025 2,398.75 1 .10 0.00 2,399.85
Notes:
(1) Commercial premises has been mortgaged as security for the term loan from Bank (erstwhile Financial Institution) (Refer note 16).
(2) Investment property consists of commercial building and other assets forming part of building, that is leased to the third parties.
(3) The investment property have been leased out to lessees/ held for lease on a operating basis.
(4) Title deeds of the immoveable property are not held in the name of the SPV:
Whether title deed holder is a promoter,
Description of item of property Gross carrying value T nait mle e d oe fed held in the P wr ho icp he r dt ay th eeld since directo er m o pr l or yel ea et i ov fe p o rf o p mr oo tm ero /t de ir r/ ed ci tr oe rctor or Reason for not being S Ph Veld in the name of the
TheSPVisintheprocessoftransferringthetitle
inthenameoftheSPV.Thetitledeedsare
Commercial Premises 2,549.34 NV Developers Private 01-Apr-18 No currentlyinthenameofNVDevelopersPrivate
Limited Limited,theerstwhilecompanythatwasmerged
withtheSPVunderSection230to232ofthe
Companies Act, 2013.
{This space has been left blank intentionally}PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
4. Goodwill
Particulars Goodwill Total
Gross carrying value - Deemed Cost
Balance as at April 01, 2022 12.61 12.61
Additions - -
Disposals - -
Balance as at March 31, 2023 12.61 12.61
Accumulated impairment
Balance as at April 01, 2022 - -
Impairment for the year - -
Disposals - -
Balance as at March 31, 2023 - -
Net carrying value as at March 31, 2023 12.61 1 2.61
Gross carrying value
Balance as at April 01, 2023 12.61 12.61
Additions - -
Disposals - -
Balance as at March 31, 2024 12.61 12.61
Accumulated impairment
Balance as at April 01, 2023 - -
Impairment for the year - -
Disposals - -
Balance as at March 31, 2024 - -
Net carrying value as at March 31, 2024 12.61 1 2.61
Gross carrying value
Balance as at April 01, 2024 12.61 12.61
Additions - -
Disposals - -
Balance as at March 31, 2025 12.61 12.61
Accumulated impairment
Balance as at April 01, 2024 - -
Impairment for the period - -
Disposals - -
Balance as at March 31, 2025 - -
Net carrying value as at March 31, 2025 12.61 1 2.61
PropShareTitaniaperformsimpairmenttestforgoodwillannually.Goodwillacquiredinbusinesscombinationsistestedforimpairmentatacashgeneratingunit(CGU)level.Theentiregoodwillrelatestothe‘Commercialofficespace’
segment.Therecoverableamountisbasedonavalueinusecalculationusingthediscountedcashflowmethod.Valueinusehasbeendeterminedbydiscountingthefuturecashflowgeneratedfromthecontinuinguseofassets.ReferNote32
for underlying assumptions.
{This space has been left blank intentionally}PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
5. Other financial assets (Non-current)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Unsecured, considered good
Security deposits (Refer Note 10.1) 13.93 13.82 8.32
13.93 13.82 8.32
6. Non-current tax assets (Net)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Advance tax, tax deducted at source (net of provision for tax) 76.24 80.22 73.99
76.24 80.22 73.99
7. Other non-current assets
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Unsecured, considered good
Lease equalisation reserve 106.29 - -
Prepaid expenses 6.17 8.58 1.63
112.46 8.58 1.63
8. Trade receivables
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Secured, considered good 25.22 17.65 25.03
Credit impaired 0.88 0.88 0.88
26.10 18.53 25.91
Impairment allowance
Allowance for expected credit loss (0.88) (0.88) (0.88)
25.22 17.65 25.03
Note:
a) The trade receivables have been mortgaged as security for the term loans from Bank (erstwhile Financial Institution) (Refer note 16).
b) The trade receivables have been secured by security deposits which have been received from tenants upon signing lease agreements.
c) Trade receivables ageing schedule
As at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - 1 Total
Not Due 1 - 2 years 2 - 3 years More than 3 years
months year
(a) Undisputed trade receivables - considered good - 1 9.56 0.62 3.91 0.48 0.64 25.22
(b)Undisputedtradereceivables-whichhavesignificant - - - - - -
increase in credit risk -
(c) Undisputed trade receivables - credit impaired - - - - - 0.88 0.88
(d) Disputed trade receivables - considered good - - - - - - -
(e) Disputed trade receivables -which have significant - - - - - -
increase in credit risk -
(f) Disputed trade receivables - credit impaired - - - - - - -
Total - 1 9.56 0.62 3.91 0.48 1.52 26.10
As at March 31, 2024
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - 1 Total
Not Due 1 - 2 years 2 - 3 years More than 3 years
months year
(a) Undisputed trade receivables - considered good - 1 3.13 3.77 0.11 0.11 0.53 17.65
(b)Undisputedtradereceivables-whichhavesignificant - - - - - -
increase in credit risk -
(c) Undisputed trade receivables - credit impaired - - - - - 0.88 0.88
(d) Disputed trade receivables - considered good - - - - - - -
(e) Disputed trade receivables -which have significant - - - - - -
increase in credit risk -
(f) Disputed trade receivables - credit impaired - - - - - - -
Total - 1 3.13 3.77 0.11 0.11 1.41 18.53
As at March 31, 2023
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - 1 Total
Not Due 1 - 2 years 2 - 3 years More than 3 years
months year
(a) Undisputed trade receivables - considered good - 2 1.21 0.14 0.12 - 3.56 25.03
(b)Undisputedtradereceivables-whichhavesignificant - - - - - -
increase in credit risk -
(c) Undisputed trade receivables - credit impaired - - - - - 0.88 0.88
(d) Disputed trade receivables - considered good - - - - - - -
(e) Disputed trade receivables -which have significant - - - - - -
increase in credit risk -
(f) Disputed trade receivables - credit impaired - - - - - - -
Total - 2 1.21 0.14 0.12 - 4.45 25.91PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
9. Cash and cash equivalents
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Balances with banks:
- in current account * 2.54 4.16 16.23
- in escrow account 7.17 6.57 5.00
- in deposits with original maturity of less than 3 months 54.59 36.73 15.84
64.30 47.46 37.07
*OnebankaccounthavingbalanceofINR0.26Mn(March31,2024:INR0.26Mn;March31,2023:INR0.26Mn)isinthenameofNVDevelopersPrivateLimited,theerstwhilecompanythatwasmergedwiththeSPVunderSection230to
232 of the Companies Act, 2013.
10. Other bank balances
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Deposits with original maturity of more than three months but less than 12 months 116.67 32.41 98.30
116.67 32.41 98.30
11. Other financial assets (Current)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Unsecured, considered good
Security deposit * 1.01 1.01 1.01
Interest accrued on bank deposits 0.82 0.50 0.86
Unbilled receivables 7.92 6.64 8.35
9.75 8.15 10.22
* Security deposit represents an amount of INR 1.01 Mn given to G Corp Tech Park Condominium which is towards guarantee given by G Corp to Maharashtra Pollution Control Board.
12. Current tax assets (Net)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Advance tax, tax deducted at source (net of provision for tax) - 9.26 -
- 9.26 -
13. Other current assets
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Balances with statutory / government authorities 1.38 0.62 0.62
Advances to suppliers - 0.06 -
Lease equalisation reserve 7.47 85.46 55.06
Prepaid expenses 3.86 3.87 0.76
12.71 90.01 56.44
{This space has been left blank intentionally}PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
14. Capital
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Authorised capital
Equity Share Capital
10,40,00,000 (March 31, 2024: 10,40,00,000; March 31, 2023: 10,40,00,000) Equity
shares INR 10 each of EDPL (Titania SPV) 1,040.00 1,040.00 1,040.00
1,040.00 1,040.00 1,040.00
Preference Share Capital
45,00,000 (March 31, 2024: 45,00,000; March 31, 2023: 45,00,000) Preference shares
INR 100 each of EDPL (Titania SPV) 450.00 450.00 450.00
450.00 450.00 450.00
Total 1,490.00 1,490.00 1,490.00
Issued, subscribed and fully paid-up
Equity Share Capital
8,26,00,000 (March 31, 2024: 8,26,00,000; March 31, 2023: 8,26,00,000) Equity shares
INR 10 each of EDPL (Titania SPV) 826.00 826.00 826.00
826.00 826.00 826.00
a) Reconciliation of shares outstanding at the beginning and at the end of the reporting year of EDPL (Titania SPV):
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Number Amount Number Amount Number Amount
At the beginning of the period 8 ,26,00,000 826.00 8 ,26,00,000 826.00 8,26,00,000 826.00
Issued during the period - - - - - -
Outstanding at the end of the period 8 ,26,00,000 826.00 8 ,26,00,000 826.00 8,26,00,000 826.00
b) Terms/rights attached to equity shares of EDPL (Titania SPV):
EDPL(TitaniaSPV)hasoneclassofequityshares.Eachequityshareentitlestheholdertoonevote.ThedividendproposedbytheBoardofDirectorsofEDPLissubjecttotheapprovaloftheshareholdersintheensuingAnnualGeneralMeeting,
except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of EDPL after distribution of all preferential amounts in proportion to their shareholding.
c) Particulars of shareholders holding more than 5% shares in EDPL (Titania SPV):
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Number % holding Number % holding Number % holding
GOF I (Master A) Pte. Ltd 6 ,71,12,500 81.25% 6 ,71,12,500 81.25% 6,71,12,500 81.25%
Anamudi Real Estates LLP 1 ,54,87,500 18.75% 1 ,54,87,500 18.75% 1,54,87,500 18.75%
d) Particulars of shares held by the holding company of EDPL in Titania SPV:
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Number % holding Number % holding Number % holding
GOF I (Master A) Pte. Ltd 6 ,71,12,500 81.25% 6 ,71,12,500 81.25% 6,71,12,500 81.25%
d) Details of shareholding by the promoters of EDPL in Titania SPV:
As at March 31, 2025
Name of Promoter No. of Shares % of total shares % Change during the
year
GOF I (Master A) Pte. Ltd 6,71,12,500 81.25% -
Anamudi Real Estates LLP 1,54,87,500 18.75% -
Total 8,26,00,000 100.00% -
As at March 31, 2024
Name of Promoter No. of Shares % of total shares % Change during the
year
GOF I (Master A) Pte. Ltd 6,71,12,500 81.25% -
Anamudi Real Estates LLP 1,54,87,500 18.75% -
Total 8,26,00,000 100.00% -
As at March 31, 2023
Name of Promoter No. of Shares % of total shares % Change during the
year
GOF I (Master A) Pte. Ltd 6,71,12,500 81.25% -
Anamudi Real Estates LLP 1,54,87,500 18.75% -
Total 8,26,00,000 100.00% -
f) EDPL (Titania SPV) has not issued any shares for a consideration other than cash and no shares have been bought back during the period of 5 years immediately preceding the reporting date.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
15. Other equity
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
(i) Reserves and Surplus
Retained earnings (19.82) (118.39) (180.66)
(19.82) (118.39) (180.66)
(ii) Other components of equity
Equity component of Compulsorily convertible debentures 116.78 116.78 116.78
116.78 116.78 116.78
96.96 (1.61) (63.88)
Refer statement of changes in equity for detailed movement in other equity balances
(i) Reserves and Surplus
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Retained earnings
Opening balance (118.39) (180.66) (206.19)
Add: Profit for the year 89.69 51.12 35.66
Add: Other comprehensive income / (loss) (net of tax) - - -
Less: Carve-out differential through Retained Earnings 8.88 11.15 (10.13)
Closing balance (19.82) (118.39) (180.66)
(ii) Other components of equity
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Equity component of Compulsorily convertible debentures
Opening balance 116.78 116.78 116.78
Less: Impact of change in terms of CCDs - - -
Closing balance 116.78 116.78 116.78
Footnotes to above:
(a) Retained earnings
Retainedearningsaretheprofits/(loss)thattheSPVshaveearned/incurredtilldate,lessanytransferstogeneralreserve,dividendsorotherdistributionspaidtoshareholders.Retainedearningsincludesre-measurementloss/(gain),netoftaxesthat
will not be reclassified to the statement of profit and loss.
(b) Equity component of Compulsorily convertible debentures
TheTitaniaSPVhasissuedunsecuredcompulsorilyconvertibledebentures(“CCD”)aggregatingRs.820millions.TheCCDuntilconversion,willhaveafixedcouponof12%p.aorsuchhigherrateastheboardofTitaniaSPVmaydecide.The
CCD’sareconvertibleinto8,26,00,000equitysharesattheoptionofdebentureholdersafterthreeyearsfromthedateofallotment,asperthetermsoftheirissue.IncasetheCCDsarenotconvertedintoequityshareswithinfifteenyearsfromthe
allotment date, the same shall be mandatorily converted at the end of fifteen years. Accordingly, the difference between the face value and liability component is classified within other equity.
{This space has been left blank intentionally}PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
16. Borrowings (Non-current)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Secured
Term Loan from a bank (erstwhile financial institution) (refer note (i) and (ii) below) 9 72.58 1,157.62 1,173.87
Unsecured
Compulsorily Convertible debentures from related parties (refer note 31) 3 49.51 3 75.80 3 99.27
1,322.09 1,533.42 1,573.14
Terms of borrowings:
(i) Borrowings from bank are in the form :
a)TermloanavailedforINR2,255.32MnwhichissecuredbymortgageofcommercialpremisesinProjectGCorpTechParkatGhodbunderRoad,Thane(West)andexclusivechargeonthescheduledreceivables.
Thetermloaninterestrangesfrom8.20%to8.45%p.a(March31,2024:8.45%p.a.;March31,2023:8.60%p.a.).Thetermloanisrepayablein144monthsfromthedateofdisbursement.Theloanissecured
against the discounting of license fees/ lease rentals arising from the project, moveable and immovable property.
b)TermloanduringtheyearofINR200.00MnduringtheyearwhichissecuredbymortgageofcommercialpremisesinProjectGCorpTechParkatGhodbunderRoad,Thane(West)andexclusivechargeonthe
scheduledreceivables.Thetermloancarriedinterestrateof8.25%p.a(March31,2024:8.45%p.a.).Thetermloanisrepayablein120monthsfromthedateofdisbursement.Theloanissecuredagainstthe
discounting of license fees/ lease rentals arising from the project. The loan is secured against the discounting of license fees/ lease rentals arising from the project, moveable and immovable property.
(ii)ThesecuredtermloansaregovernedbythefinancialcovenantsinrespectoftheDebt-EquityratioandSecuritycover.Forthepurposeofthecovenants,theCCDsissuedaretreatedasquasi-equityandhence,
considered as equity for the computation of the debt-equity ratio and the interest cost on the same is also excluded for the computation of the security cover.
17. Other financial liabilities (Non-current)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Security deposits 1 87.66 1 05.77 1 24.53
1 87.66 1 05.77 1 24.53
18. Other non-current liabilities
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Deferred lease rentals 26.12 15.30 11.71
2 6.12 1 5.30 1 1.71
19. Borrowings (Current)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Secured
Current maturities of long-term debt 1 85.28 1 58.91 1 25.98
1 85.28 1 58.91 1 25.98
20. Trade payables
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
(i) Total outstanding due of micro enterprises and small enterprises 0.15 0.50 0.50
(ii) Total outstanding due of creditors other than micro enterprises and small enterprises 1 6.23 2 5.13 1 6.65
1 6.38 2 5.63 1 7.15
Notes:
a) Trade payables are non-interest bearing and are normally settled on 30 days term.
b) Trade payables ageing schedule
As at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Total
Unbilled dues Less than 1 year 1 - 2 years 2 - 3 years More than 3 years
(a) MSME 0.15 - - - - 0.15
(b) Others 16.16 0.07 - - - 1 6.23
(c) Disputed dues – MSME - - - - - -
(d) Disputed dues - Others - - - - - -
Total 16.31 0.07 - - - 1 6.38PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
20. Trade payables (continued)
As at March 31, 2024
Outstanding for following periods from due date of payment
Particulars Total
Unbilled dues Less than 1 year 1 - 2 years 2 - 3 years More than 3 years
(a) MSME 0.50 - - - - 0.50
(b) Others 7.46 17.67 - - - 2 5.13
(c) Disputed dues – MSME - - - - - -
(d) Disputed dues - Others - - - - - -
Total 7.96 17.67 - - - 2 5.63
As at March 31, 2023
Outstanding for following periods from due date of payment
Particulars Total
Unbilled dues Less than 1 year 1 - 2 years 2 - 3 years More than 3 years
(a) MSME 0.50 - - - - 0.50
(b) Others 7.95 8.72 - - - 1 6.67
(c) Disputed dues – MSME - - - - - -
(d) Disputed dues - Others - - - - - -
Total 8.45 8.72 - - - 1 7.17
c) Micro, Small And Medium Enterprise
Disclosure in respect to Micro and Small Enterprises as per Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED’) Act, 2006 is as follows:
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Theprincipalamountandtheinterestduethereonremainingunpaidtoanysupplierattheendofeachaccounting
year. 0.15 0.50 0.50
Theamountofinterestpaidbythebuyerintermsofsection16oftheMicro,SmallandMediumEnterprises
DevelopmentAct,2006,alongwiththeamountofthepaymentmadetothesupplierbeyondtheappointedday - - -
during each accounting year.
Theamountofinterestdueandpayablefortheperiodofdelayinmakingpayment(whichhavebeenpaidbut
beyondtheappointeddayduringtheyear)butwithoutaddingtheinterestspecifiedundertheMicro,Smalland - - -
Medium Enterprises Development Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each accounting year. - - -
Theamountoffurtherinterestremainingdueandpayableeveninthesucceedingyears,untilsuchdatewhenthe
interestduesaboveareactuallypaidtothesmallenterprise,forthepurposeofdisallowanceofadeductible
expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006. - - -
21. Other financial liabilities (Current)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Interest accrued but not due on debentures 9 5.29 6 1.85 1 69.24
Interest accrued but not due on borrowings 0.20 0.20 -
Security deposits 2 6.71 2 2.88 1 8.19
1 22.20 8 4.93 1 87.43
22. Other current liabilities
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Deferred lease rentals 8.23 6.20 1 2.33
Advance received from customers - 0.05 -
Statutory dues 1 9.67 1 4.51 1 5.61
2 7.90 2 0.76 2 7.94
{This space has been left blank intentionally}PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
23. Revenue from operations
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Lease Rentals
Lease rentals 309.45 254.63 269.11
Lease equalisation income 28.32 30.40 ( 4.63)
Rental income on discounting of Lease deposits received 8.19 14.22 7.27
Total revenue from leases (A) 3 45.96 2 99.25 2 71.75
Revenue from contracts with customers
Maintenance services 49.13 40.55 34.60
Total Revenue from contracts with customers (B) 4 9.13 4 0.55 3 4.60
395.09 339.80 306.35
24. Other income
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Interest income on
- fixed deposits 2.35 3.14 2.07
- income tax refund 0.79 0.71 2.28
Liabilities written back 2.43 0.04 -
Miscellaneous Income - sale of sundry assets - 2.96 -
5.57 6.85 4.35
25. Operating and maintenance expenses
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Power and fuel (net off recoveries) 2 .39 4 .34 3 .19
Property tax 6.90 6.90 6 .90
Repairs and maintenance - Commercial premises 38.99 43.21 3 5.09
Insurance 0.06 0.30 1 .18
Water charges (net off recoveries) 0 .36 0 .34 0 .40
48.70 55.09 46.76
26. Employee benefits expense
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Salaries, bonus and allowances 0.12 0.13 0.43
Contribution to provident fund 0.00 0.00 0.01
0.12 0.13 0.44
27. Other expenses
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Brokerage cost 1.33 0.44 0 .13
Provision for taxes recoverable 4.32 - -
Legal and professional charges 10.08 2.35 2 .05
Rates and taxes 0.43 0.63 0 .11
Payments to auditor 1.29 0.71 0.50
Miscellaneous expenses (including purchase of sundry assets) 0.11 1.47 0.09
17.56 5.60 2.88
28. Finance costs
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Interest expense on
- Term Loan from bank (erstwhile financial institution) 107.30 115.14 117.15
- Debentures 45.10 47.91 50.43
- Security deposit 8.75 14.21 7.17
161.15 177.26 174.75PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
29. Income Tax
The major components of income tax expense are:
Statement of profit and loss section
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Current Income Tax
i) Current tax - - -
ii) Deferred tax (credit) / charge 33.15 7.10 -
Income tax expense reported in the statement of profit and loss 33.15 7.10 -
OCI Section
Deferred tax related to items recognised in OCI:
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Statement to Other comprehensive income (OCI)
Deferred tax related to items recognised in OCI - - -
Income tax expense reported in the statement of profit and loss - - -
Reconciliation of effective tax rate:
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Profit before tax 122.84 58.22 35.66
Domestic tax rate of SPV 25.17% 25.17% 25.17%
Tax using the SPV domestic tax rate 30.92 14.65 8.98
MAT credit written off - 7.10 -
Effect of non-deductible expenses 2.23 - -
Losses on which deferred taxes not recognised * - (14.65) (8.98)
Tax expenses 33.15 7.10 -
*NoDeferredtaxassethasbeenrecognisedsinceitisnotprobablethattaxableprofitswillbeavailableagainstwhichtheunutilisedtaxlossesandtemporarydifferencescanbeutilised,as assessedatMarch31,
2024 and March 31, 2023.
Deferred tax relates to the following:
As at Recognised in profit or As at
Particulars Recognised in OCI
April 01, 2024 loss March 31, 2025
Deferred tax asset
Unabsorbed depreciation - 95.80 -
Deferred tax liability
Difference in written-down value of Investment Property - 102.53 -
Brokerage cost - 2.13 -
Lease equalization reserve - 24.29 -
Deferred tax asset/ (liability) (Net) - (33.15) - -
As at Recognised in profit or As at
Particulars Recognised in OCI
April 01, 2023 loss March 31, 2024
Deferred tax asset
MAT Credit entitlement 7 .10 (7.10) - -
Deferred tax asset/ (liability) (Net) 7 .10 (7.10) - -
Reflected in the balance sheet as follows:
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Deferred tax assets - - 7.10
Deferred tax liabilities 33.15 - -
TheSPVoffsettaxassetsandliabilitiesifandonlyifithasalegallyenforceablerighttosetoffcurrenttaxassetsandcurrenttaxliabilitiesandthedeferredtaxassetsanddeferredtaxliabilitiesrelatetoincome
taxes levied by the same tax authority.
30. Segment Reporting
The Scheme of Trust has only one operating segment (i.e., Commercial office space). Hence, disclosure under Ind AS 108, "Operating Segments" is not applicable.PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
31. Related party disclosures
A) List of related parties as per the requirements REIT Regulations
Relationship Name of Entities
(i) Sponsor Property Share Investment Trust
(ii) Trustee Axis Trustee Services Limited
(iii) Manager PropShare Investment Manager Private Limited
(iv) Directors and key managerial personnel of the Manager
Director and Chief Financial Officer (CFO) Kunal Moktan (Director w.e.f April 02, 2024; CFO w.e.f August 01, 2024)
Director and Chief Executive Officer (CEO) Hashim Qadeer Khan (Director w.e.f April 02, 2024; CEO w.e.f August 01, 2024)
Director Benjamin Oliver Speat Cassey (w.e.f August 03, 2024)
Independent Director Jagdish Chandra Sharma (w.e.f August 03, 2024)
Independent Director Rachna Dikshit (w.e.f August 03, 2024)
Independent Director Ramakrishnan Seshan (w.e.f August 03, 2024)
Compliance Officer Prashant Kataria (w.e.f August 01, 2024)
Company Secretary Suhani Jain (w.e.f December 09, 2024)
(v) Promoter of trustee Axis Bank Limited
AltInvest Online Platform Private Limited (formerly known as PropertyShare
(vi) Parent of the Manager
Online Platform Private Limited)
B) List of related parties as per the requirements of Ind AS 24—Related Party Disclosures
SPVhasidentifiesrelatedpartiesandrelatedpartytransactionsasperINDAS24.ThelistofrelatedpartiesandtheirtransactionsgivenintheseCombinedFinancialStatementsarealine-by-linecombinationof
allthetransactionswithrelatedpartiesenteredintobytheSPVssubjecttoeliminationfortransactionandbalancesbetweentheSPVs.BesidesthatSponsor,ManagerandTrusteehavebeenidentifiedasrelated
parties and all transactions with them have been included in the list below.
Entity Relation Related Party
Eranthus Developers Private Limited Ultimate Holding Entity Godrej Office Fund I LP
Holding Company GOF I (Master A) Pte. Ltd.
Fellow Subsidiary Praviz Developers Private Limited
Mr. Pirojsha A. Godrej - Director
Mr. Karan Singh Bolaria - Director
Key Management Mr. Girish Singhi - Director (Upto October 04, 2023)
Personnel Mr. Gaurav Puri - Director (Upto October 04, 2023)
Mr. Neeraj Krishanchand Gupta (w.e.f October 04, 2023 and upto January 31,
2025)
Mr. Amit Mohanlal Saraf (w.e.f October 04, 2023)
Mr. Satish Dattatraya Jadhav - Additional Director (w.e.f January 31, 2025)
Entity over which Key
Management Personnel has Anamudi Real Estates LLP
significant influence
C) Transactions and Balances outstanding with Related Parties
Transactions during the year
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Expenses
Interest expenses on debentures (At amortised cost)
GOF I (Master A) Pte. Ltd. 36.64 38.93 40.97
Anamudi Real Estates LLP 8.46 8.98 9.46
Liability
Security deposit - -
PropShare Investment Manager Private Limited 72.02 - -
{This space has been left blank intentionally}PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
31. Related party disclosures (continued)
Balances at the end of the year
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Equity
Capital
GOF I (Master A) Pte. Ltd. 671.13 671.13 671.13
Anamudi Real Estates LLP 154.88 154.88 154.88
Liability
Compulsory Convertible Debentures (At amortised cost)
GOF I (Master A) Pte. Ltd. 284.20 305.55 324.60
Anamudi Real Estates LLP 65.30 70.25 74.67
Interest accrued on Compulsory Convertible Debentures
GOF I (Master A) Pte. Ltd. 76.31 49.44 135.74
Anamudi Real Estates LLP 18.98 12.41 33.50
Security deposit
PropShare Investment Manager Private Limited 72.02 - -
{This space has been left blank intentionally}PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
32. Financial instruments—Fair value measurement
Accounting classifications and fair values
Statement of profit and loss section
Carrying amount Fair value
Particulars For the year ended For the year ended For the year ended For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Financial assets measured at amortised cost
(i) Trade Receivables 25.22 17.65 25.03 25.22 17.65 25.03
(ii) Cash and cash equivalents 64.30 47.46 37.07 64.30 47.46 37.07
(iii) Other bank balances 116.67 32.41 98.30 116.67 32.41 98.30
(iv) Other financial assets (current and non-current) 23.68 21.97 18.53 23.68 21.97 18.53
Total 229.87 119.49 178.93 229.87 119.49 178.93
Financial liabilities measured at amortised cost
(i) Borrowings 1,507.37 1,692.34 1,699.12 1,507.37 1,692.34 1,699.12
(ii) Trade payables 16.38 25.63 17.15 16.38 25.63 17.15
(iii) Other financial liabilities 309.86 190.70 311.96 309.86 190.70 311.96
Total 1,833.61 1,908.67 2,028.23 1,833.61 1,908.67 2,028.23
The Management considers that the carrying amount of the above financial assets and liabilities approximates to their fair value.
Fair value hierarchy
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
During the year there were no transfer between level 1 & level 2 and no transfer into & out of level 3 fair value measurements.
Fair value disclosure Level 3—Investment property
Thefairvalueofinvestmentpropertyhavebeendeterminedbyexternal,independentpropertyvaluers,havingappropriaterecognisedprofessionalqualificationandrecentexperienceinthelocationandcategoryofthepropertybeingvalued.Avaluation
modelinaccordancewiththatrecommendedbytheinternationalvaluationstandardscommitteehadbeenapplied.PropShareTitaniaobtainsindependentvaluationsforitsinvestmentpropertiesannuallyandfairvaluemeasurementhasbeencategorised
as Level 3.
ThevaluershavefollowedaDiscountedCashFlowmethod.Thevaluationmodelconsidersthepresentvalueofnetcashflowstobegeneratedfromtherespectiveproperties,takingintoaccounttheexpectedrentalgrowthrate,vacancyperiod,occupancy
rate. The expected net cash flows are discounted using the risk adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location (primary vs secondary), tenant credit quality and lease terms.
For the fair value of investment property, reasonably possible changes at the reporting date due to one of the significant unobservable inputs, holding other inputs constant, would have following effects:
Particulars March 31, 2025
Increase (Decrease)
Rental growth rate [5%] (1% change) 10.83 (10.51)
Terminal cap rate [8.25%] (0.25% change) (6.88) 7.31
WACC [12.50%] (0.25% change) (7.77) 7.94
33. Financial instruments—risk management
Risk management framework
The SPV’s Board of Directors (Board) have overall responsibility for the establishment and oversight of respective SPV’s risk management framework. The risk management policies are established to identify and analyse the risks faced by the respective
SPV, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and its activities.
RespectiveSPV’sBoardoverseeshowmanagementmonitorscompliancewithriskmanagementpoliciesandprocedures,andreviewstheadequacyoftheriskmanagementframeworkinrelationtotherisksfacedbytherespectiveSPV.Therespective
Board of the SPV are assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the Board.
I. Credit risk
CreditriskistheriskoffinanciallosstoPropShareTitaniaifacustomerorcounterpartytoafinancialinstrumentfailstomeetitscontractualobligations,andarisesprincipallyfromSPV’sreceivablesfromcustomersandcashandcashequivalents.The
carrying amount of financial assets represents the maximum credit exposure.
SPVhaveanestablishedprocesstoevaluatethecreditworthinessofitstenantsandprospectivetenantstominimisepotentialcreditrisk.CreditevaluationsareperformedbySPV’sBoardbeforeleaseagreementsareenteredintowithprospectivetenants.
Securityintheformofcashsecuritydepositsareobtaineduponthecommencementofthelease.SPVshaveestablishedapolicyforperforminganimpairmentanalysiswhichrepresentsitsestimateoflossesinrespectoftradeandotherreceivables.The
maincomponentofthisallowanceisestimatedlossesthatrelatetospecifictenantsorcounterparties.Theallowanceaccountisusedtoprovideforimpairmentlosses.SubsequentlywhenSPV’smanagementissatisfiedthatnorecoveryofsuchlossesis
possible, the financial asset is considered irrecoverable, and the amount charged to the allowance account is then written off against the carrying amount of the impaired financial asset.
SPV have exposure to the following risks arising from financial instruments i.e. liquidity risk and market risk.
II. Liquidity risk
LiquidityriskistheriskthatSPVwillencounterdifficultyinmeetingtheobligationsassociatedwithitsfinancialliabilitiesthataresettledbydeliveringcashoranotherfinancialasset.SPV’sapproachtomanagingliquidityistoensure,asfaraspossible,
that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to SPV’s reputation.
Borrowings of SPVs are lease rental discounting loans, where the servicing of the debt is backed up by monthly lease rentals receivable from customers and through escrow mechanism, thus mitigating the exposure to liquidity risks.
Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted contractual cash flow, and include contractual interest payments and exclude the impact of netting agreements:
Particulars C aa mr ory ui nn tg Total 0-1 year 1-5 years M 5o r ye e at rh san
As at March 31, 2025
(i) Borrowings (Current and non-current) 1,507.37 2 ,765.44 479.47 1,874.39 411.58
(ii) Trade payables 16.37 1 6.37 16.37 - -
(iii) Other financial liabilities (Current and non-current) 309.86 3 09.86 122.20 187.66 -
1,833.60 3,091.67 618.04 2,062.05 411.58
As at March 31, 2024
(i) Borrowings (Current and non-current) 1,692.34 3 ,233.92 468.48 2,107.69 657.75
(ii) Trade payables 25.63 2 5.63 25.63 - -
(iii) Other financial liabilities (Current and non-current) 190.70 1 90.70 84.93 105.77 -
1,908.67 3,450.25 579.04 2,213.46 657.75
As at March 31, 2023
(i) Borrowings (Current and non-current) 1,699.12 3 ,352.12 423.54 1,918.04 1,010.54
(ii) Trade payables 17.15 1 7.15 17.15 - -
(iii) Other financial liabilities (Current and non-current) 311.96 3 11.96 187.43 124.53 -
2,028.23 3,681.23 628.12 2,042.57 1,010.54PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
III. Market risk
Marketriskistheriskthatchangesinmarketprices,suchasforeignexchangerates,interestratesandequityprices,whichwillaffectPropShareTitaniaScheme’sincomeorthevalueofitsholdingsoffinancialinstruments.Theobjectiveofmarketrisk
management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
(a) Currency risk
The SPV under PropShare Titania Scheme do not have significant foreign currency transactions and thus is not materially exposed to foreign currency risk arising from foreign currency transactions.
(b) Interest rate risk
The SPVs main interest rate risk arises from long-term borrowings with variable rates, which exposes it to cash flow interest rate risk.
The exposure of PropShare Titania’s borrowing to interest rate changes at the end of year are as follows:
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Variable rate borrowings 1,157.86 1,316.53 1,299.85
Fixed rate borrowings 349.51 375.80 399.27
Total Borrowings 1,507.37 1,692.33 1,699.12
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased / (decreased) profit by the amounts as under:
Particulars Profit or loss
1% increase 1% decrease
Variable rate borrowings as at March 31, 2025 (11.58) 11.58
Variable rate borrowings as at March 31, 2024 (13.17) 13.17
Variable rate borrowings as at March 31, 2023 (13.00) 13.00
34. Earnings per unit (“EPU”)
The number of units that PropShare Titania Scheme will issue to investors in the proposed Initial Public Offer is not presently ascertainable. Hence, the disclosures in respect of Earnings per unit have not been presented.
Additional financial disclosures as required under chapter 3 para 4 of SEBI circular SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64 dated May 07, 2025
35. Statement of Property Wise Revenue from Operations
A. Property Wise Revenue
Particulars Property name Location For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Eranthus Developers Private Limited Project Titania ( T4 e3 c7 h,9 P7 a3 r kS ,f lo of c aL te ea ds ia nb l Te h a ar ne ea Min Mth Re )building G Corp Thane MMR
395.09 339.80 306.35
Total 395.09 339.80 306.35
Additional financial disclosures as required under chapter 3 para 4 of SEBI circular SEBI/HO/DDHS-PoD-2/P/CIR/2024/43 dated May 15, 2024
36. Capitalisation statement
Particulars Pre-issue at As adjusted for
March 31, 2025 Issue*
Total Debt # 1,602.86
Shareholders funds 922.96
Capital 826.00
Other equity 96.96
Debt/ Equity Ratio 1.74
* The aforementioned disclosure pertains to pre issue figures. Corresponding details of post issue are not available, hence the required disclosures in respect of the same have not been provided in the above table.
# Total debt comprises non-current and current borrowings including interest accrued thereon.
37. History of Interest and Principal payments (including pre-payments)
A. Monthly payments (EMI)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
April 21.31 19.08 18.34
May 21.27 - 18.34
June 21.71 38.39 18.25
July 21.68 19.65 15.11
August 22.36 20.30 18.25
September 22.49 20.30 18.43
October 22.54 20.30 18.58
November 22.57 21.46 18.58
December 22.54 20.34 18.65
January 22.57 20.37 18.66
February 22.57 20.52 18.66
March 22.36 21.24 19.09
265.97 241.95 218.94
B. Debt Payment History
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Carrying amount of debt at the beginning of the year 1,316.73 1,299.85 1,401.64
Additional borrowings - 144.03 -
Finance cost 107.30 114.80 117.15
Repayments (265.97) (241.95) (218.94)
Carrying Amount at the end of the year (i) 1,158.06 1,316.73 1,299.85
C. Reconciliation to balance sheet:
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Related party borrowings not considered above (ii) 444.80 437.65 568.50
Carrying amount of debt (net) (i + ii) 1,602.86 1,754.38 1,868.35
As represented by:
Non current borrowings 1,322.09 1,533.42 1,573.14
Current borrowings 185.28 158.91 125.98
Interest accrued 95.49 62.05 169.23
Total 1,602.86 1,754.38 1,868.35PropShare Titania
(a second scheme of the Property Share Investment Trust)
SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001
Notes to the Special Purpose Combined Financial Statements
(All amounts are in Rs. millions, unless otherwise stated)
38. Contingent liabilities and commitments
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Claims against the SPV not acknowledged as debts Contingent liabilities
In respect of Income-Tax matters (refer note below) 710.11 629.61 629.61
Total Contingent liabilities 710.11 629.61 629.61
Capital and other commitments
Estimated amount of contractsr emaining to be executed on capitala ccount (net of advances) and notp rovided for - - -
Total Capital and other commitments - - -
Note:
(a)TheSPVhadreceivedassessmentorderundersection143(3)oftheIncomeTaxAct,1961raisingdemandofINR221.78millionsforAY2017-18.TheAssessingOfficerhaspassedassessmentorderdisallowinginterestexpensesrelatingto
utilisationofborrowedfundsforpaymenttoshareholdersoncapitalreductionandinterestistobetreatedascapitalexpenditureinnature.TheSPVhasfiledappealbeforetheCommissionerofIncometaxAppealsonthisissue.Themanagementofthe
SPV believes that the amount demanded will not be sustained and accordingly no provision is recognised in the financial statements.
(b)TheSPVhasreceivedanorderundersection201(1)oftheIncometaxAct,1961raisingademandofINR407.83millionsforAY2018-19forfailuretowithholdtaxesonsaleconsiderationpaidtoNVDHoldings,Mauritius,forthetransferof
sharesofNVDevelopersPrivateLimited..TheSPVhasfiledappealbeforetheCommissionerofIncometaxAppealsonthisissue.ThemanagementoftheSPVbelievesthattheamountdemandedwillnotbesustainedandaccordinglynoprovisionis
recognised in the financial statements.
(c)TheSPVhasalsoreceivedadraftorderdatedMarch26,2025,underSection144C(1)oftheIncome-taxAct,1961,fromtheIncomeTaxDepartment,whereinthevariationintotaltransferpricingoninternationaltransactionsiscomputedatINR
80.50million.TheSPVhasfileditsobjectionwiththeDisputeResolutionPanelonApril24,2025.ThemanagementoftheSPVbelievesthattheamountdemandedwillnotbesustainedandaccordinglynoprovisionisrecognisedinthefinancial
statements.
39. Ratios
Ratio Numerator Denominator Marc hA 3s 1a ,t 2 025 Marc hA 3s 1a ,t 2 024 % change Reason for variance
Current ratio Current assets Current liabilities 0.65 0.71 -8% NA
Debt equity ratio Total debt Shareholder’s equity 1.63 2.05 -20% NA
Debt service coverage ratio E dea brn t i sn eg rs v ia cv eailable for Debt service 1.26 1.18 6% NA
Return on equity ratio Profit after tax A Eqv uer ita yge Shareholder’s 0.10 0.06 59%Increase on account of increa ps re e vin io t uh se y o ec ac rupancy of premises from the
Trade receivable turnover ratio R ope ev re an tu ioe n f srom A rev ce er iva ag be lT erade 18.43 15.93 16% NA
Trade payable turnover ratio Other expenses A pav ye ara bg lee s Trade 3.16 2.84 11% NA
Net capital turnover ratio R ope ev re an tu ioe n f srom W c cu uo r rr rr e ek n nin t t g a li s ac s ba e ip t ls ii tt ia – el s = (3.21) (3.98) -19% NA
Net profit ratio Profit after tax R ope ev re an tu ioe n f srom 0.23 0.15 51%Increase on account of increa ps re e vin io t uh se y o ec ac rupancy of premises from the
Return on capital employed E ana drn ti an xg e sbefore interest Capital Employed 0.12 0.09 23% NA
40. Other Statutory Information
a) Details of Benami Property held:
NoproceedingshavebeeninitiatedonorarependingagainstEDPL(TitaniaSPV)forholdingbenamipropertyundertheProhibitionofBenamiPropertyTransactionsAct,1988(asamendedin2016)(formerlytheBenamiTransactions(Prohibition)
Act, 1988 (45 of 1988)) and Rules made thereunder.
b) Wilful Defaulter:
EDPL (Titania SPV) has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.
c) Relationship with struck-off companies:
EDPL (Titania SPV) has no transactions with struck-off companies during the year.
d) Utilisation of borrowed funds and share premium:
EDPL(TitaniaSPV)hasnotadvancedorloanedorinvestedfunds(eitherborrowedfundsorsharepremiumoranyothersourcesorkindoffunds)toanyotherperson(s)orentity(ies),includingforeignentities(‘Intermediaries’)withtheunderstanding
(whether recorded in writing or otherwise) that the Intermediary shall:
(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries’); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries; or
EDPL (Titania SPV) has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
e) Undisclosed income:
EDPL(TitaniaSPV)doesnothaveanytransactionnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthetaxassessmentsundertheIncome-taxAct,1961(suchassearchorsurveyoranyother
relevant provisions of the Income-tax Act, 1961). Further, there was no previously unrecorded income and no additional assets were required to be recorded in the books of account during the year.
f) Details of cryptocurrency or virtual currency:
EDPL(TitaniaSPV)hasneithertradednorinvestedincryptocurrencyorvirtualcurrencyduringthefinancialyearendedMarch31,2025.Further,theEDPL(TitaniaSPV)hasalsonotreceivedanydepositsoradvancesfromanypersonforthepurpose
of trading or investing in cryptocurrency or virtual currency.
The accompanying notes form an integral part of the special purpose combined financial statements
As per our report of even date
For ASA & Associates LLP For and on behalf of Board of Directors of
Chartered Accountants PropShare Investment Manager Private Limited
Registration No: 009571N/N500006 (as a Manager to Property Share Investment Trust)
Vinay K S Hashim Qadeer Khan Kunal Moktan Prashant Kataria
Partner D Exir ee cc ut to ir v ea n Od f fC ich ei re f D Fii nre ac nt co ir a la Ond ff C ich erie f Compliance Officer
Membership No. 223085 DIN: 07301820 DIN: 05009696
Place : Bengaluru Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025 Date : July 07, 2025ANNEXURE 2
PROJECTIONSIndependent 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 Manger 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 Titania (the “Scheme”) and Eranthus Developers Private Limited which excludes the
carved-out portion of the asset constituting three floors with a total area of 1,70,183 square feet, which is not
proposed to form part of the Scheme (the “Titania SPV”) (the Scheme and Titania SPV together referred to as
the “Titania 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 Titania Group are hereinafter referred to as the “Projection Information”),
annexed to this report for the purpose of inclusion in the Draft Offer Document, Offer Document and Final
Offer Document (“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”).
Titania SPV is 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 by the Securities and Exchange Board of India (Real Estate Investment
Trusts) (Amendment) Regulations, 2024, 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 February 12, 2025 and
addendum dated June 11, 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) 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, to the extent applicable, with the
accounting policies and the basis of preparation used for the preparation of the historical special purpose
combined financial statements of PropShare Titania which is to be included in the Offering Documents. Our
report on such historical special purpose combined financial statements expressed unmodified opinion.
8. We draw attention to the following:
(a) As more fully explained in Note II (A) to the Projection Information, PropShare Titania has assumed
hypothetical assumptions including that the post offer capital structure and corporate structure were in
existence since April 01, 2025
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: 25223085BMKSGA1008
Place: Bengaluru
Date: 07th July 2025Projections
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 Second scheme of Property Share Investment Trust launched
PropShare Titania Scheme or PropShare
under the REIT Regulations for owning of real estate assets or
Titania
properties through Titania SPV.
Eranthus Developers Private Limited (“EDPL”) which excludes the
carved-out portion of the asset constituting three floors with a total
Titania SPV area of 1,70,183 square feet, which is not proposed to form part of
the Scheme (referred to as ‘Carved-out assets’). These Carved-out
assets do not form part of PropShare Titania Scheme.
Titania Group Titania Group is comprised of PropShare Titania and Titania SPV
437,973 Sf of Leasable area in the building G Corp Tech Park,
Project Titania (or) SM REIT Asset located in Thane MMR, to be purchased by the PropShare Titania
Scheme
IPO or Issue Initial Public Offering of the units of PropShare Titania
Manager or Investment Manager PropShare Investment Manager Private Limited
Loan to be provided by the PropShare Titania Scheme to the Titania
Scheme loan
SPV
Trustee Axis Trustee Services Limited
General Terms
Fiscal or FY Year ending March 31
INR or ₹ Indian rupees
Ind AS Indian Accounting Standards
Fees received from tenants for providing maintenance services at
Maintenance Services Project Titania. For further details, refer to Indicative Profit and Loss
Statement Framework Used for the Purposes of Projections
The Special Purpose Combined Financial Statements of PropShare
Titania (the “Scheme”) and Eranthus Developers Private Limited
which excludes the carved-out portion of the asset constituting three
floors with a total area of 1,70,183 square feet, which is not proposed
to form part of the Scheme (the “Titania SPV”) (the Scheme and
Titania SPV together referred to as “the Titania Group”); which
comprises the Combined Balance Sheet as at March 31, 2025, March
31, 2024 and March 31, 2023; Combined Statement of profit and loss
(including other comprehensive income); the Condensed Combined
Combined Financial Statements
Statement of Changes in Equity, the Condensed Combined
Statement of Cash Flow for the years ended March 31, 2025, March
31, 2024 and March 31, 2023; the Statement of Net Assets at Fair
Value as at March 31, 2025; the Statement of Total Returns at Fair
Value for the year ended March 31, 2025 and March 31, 2024 and a
summary of material accounting policies and other additional
financial disclosures as required under SEBI (Real Estate Investment
Trusts) Regulations, 2014 (“REIT Regulations”), as amended from
time to time, Securities and Exchange Board of India (SEBI) circularnumber SEBI/HO/DDHS-PoD-2/P/CIR/2024/43 dated May 15,
2024 and SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64 dated
May 07, 2025.
All assets and liabilities relating to eight, fourteenth and fifteenth
Carved-out assets
floor
CSR Corporate Social Responsibility
IT Act Income Tax Act, 1961
Mn Millions
Projections of PropShare Titania Group for FY26, FY27, FY28 and
Projections FY29, prepared in accordance with the REIT regulations and the
SEBI guidelines
The four fiscal years commencing April 01, 2025 and ending March
Projections Period
31, 2029
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.
437,973 Sf in the building G Corp Tech Park that can be occupied
Leasable Area (sf) 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 Titania Scheme
NDCF proposed to be calculated by the Manager in the manner laid out in
Annexure C: NDCF framework for the PropShare Titania Scheme
Amount aimed to be raised by PropShare Titania from the IPO
Gross Proceeds
aggregating up to ₹ up to 4,730 million
𝑵𝑫𝑪𝑭
Yield (%)
𝑮𝒓𝒐𝒔𝒔 𝑷𝒓𝒐𝒄𝒆𝒆𝒅𝒔
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
CFOWeighted Average Lease Expiry (weighted according to Gross
WALE
Rentals).
Note:
(1) Cash flows from operating activities for the Projections Period have been calculated on the same basis as the historical Cash flows
from operating activities, subject to the inherent limitations generally involved in presenting Projection figures, as well as the
assumptions set forth in this report. Such assumptions and inherent limitations may distort comparability across historical and
Projections Period.
(2) 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 Titania Group does not result in material differences from the way that most
companies calculate EBITDA, it cannot be assured that EBITDA calculation for PropShare Titania Group will always be
comparable with similarly named measures presented by other companies. EBITDA and EBITDA margin for Projections Period
have been calculated on the same basis as historical EBITDA and EBITDA margin, subject to the inherent limitations generally
involved in presenting Projection figures, as well as the assumptions set forth in this report. Such assumptions and inherent
limitations may distort comparability across historical and Projections Period.
(3) 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.
(4) 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. For the Projections Period, NOI and NOI margin have been calculated on the same basis as historical NOI and
NOI margin, subject to the inherent limitations generally involved in presenting Projection figures, as well as the assumptions set
forth in this report. Such assumptions and inherent limitations may distort comparability across historical and Projections Period.
(5) Revenue from operations for the Projections Period has been calculated on the same basis as historical Revenue from operations,
subject to the inherent limitations generally involved in presenting Projection figures, as well as the assumptions set forth in this
report. Such assumptions and inherent limitations may distort comparability across historical and Projections Period.Asset Overview
Property Name Leasable Area City
(sf)
Identified units in G Corp Tech Park located across floors mentioned below owned by Titania SPV:
Fifth Floor (Part) 61,856 Thane MMR
Seventh Floor 74,175 Thane MMR
Nineth Floor 78,506 Thane MMR
Eleventh Floor 74,287 Thane MMR
Twelfth Floor 73,145 Thane MMR
Thirteenth Floor 76,004 Thane MMR
4,37,973
_______________
Note:
(1) At the beginning of the Projections period (April 01, 2025), there are subsisting leave and license agreements signed with tenants
for the entire leasable area. The Manager has considered renewal of leave and license agreements for an area of 2,57,499 sf during
the Projections period.
(2) The Scheme is proposed to invest in the above asset by acquiring the Titania SPV through combination of equity purchase and
infusion of scheme loan.Projected Revenue from Operations, NOI, EBITDA, CFO and NDCF for PropShare Titania Group (on a
combined basis)
Projected Revenue from Operations for PropShare Titania Group (on a combined basis)
₹ Mn
SM REIT Asset FY26 FY27 FY28 FY29
Titania SPV 437.95 456.76 466.54 494.42
Total 437.95 456.76 466.54 494.42
_______________
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 same basis as historical Revenue from operations, subject
to the inherent limitations generally involved in presenting projection figures, as well as the assumptions set forth in this report. Such
assumptions and inherent limitations may distort comparability across historical and the Projections Period.
The Revenue from Operations for PropShare Titania Group has been presented for the asset proposed to be owned by virtue of acquisition
of the Titania SPV by the PropShare Titania scheme.
For and on behalf of the Board of Directors of
PropShare Investment Manager Private Limited
(as Manager for the PropShare Titania scheme)
___________________________________
Director: Kunal Moktan
Place: Bengaluru
Date: July 07, 2025Projected Net Operating Income for PropShare Titania Group (on a combined basis)
₹ Mn
SM REIT Asset FY26 FY27 FY28 FY29
Titania SPV 402.90 423.12 443.79 465.44
Total 402.90 423.12 443.79 465.44
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 Titania Group has been presented for the asset proposed to be owned by virtue of acquisition
of the Titania SPV by the PropShare Titania scheme.
For and on behalf of the Board of Directors of
PropShare Investment Manager Private Limited
(as Manager for the PropShare Titania scheme)
___________________________________
Director: Kunal Moktan
Place: Bengaluru
Date: July 07, 2025Projected EBITDA for PropShare Titania Group (on a combined basis)
₹ Mn
SM REIT Asset FY26 FY27 FY28 FY29
Titania SPV 305.86* 391.96 396.37 417.98
Scheme Level Income - - - -
Scheme Level Expense1 (2.00) (2.21) (2.43) (2.67)
Total 303.86 389.75 393.94 415.31
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 Titania Group has been presented for the asset proposed to be owned by the PropShare Titania 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 FY 26, the Titania SPV is expected to incur certain identified charges in form of brokerage fees, acquisition fees and legal cost
amounting to ₹ 76.62 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 Titania scheme)
___________________________________
Director: Kunal Moktan
Place: Bengaluru
Date: July 07, 2025Projected Cashflow from Operating activities for PropShare Titania Group (on a combined basis)
₹ Mn
SM REIT Asset FY26 FY27 FY28 FY29
Titania SPV 320.92* 397.05 398.64 365.14
Total 320.92 397.05 398.64 365.14
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 same basis as the historical cash flows from
operating activities subject to the inherent limitations generally involved in presenting Projections figures, read with the assumptions set
forth in this report. Such assumptions and inherent limitations may distort comparability across historical and Projections Period.
The Cash flows from operating activities for PropShare Titania Group has been presented for the asset proposed to be owned by virtue
of acquisition of the Titania SPV by the PropShare Titania scheme.
* During FY 26, the Titania SPV is expected to incur certain identified charges in form of brokerage fees, acquisition fees and legal cost
amounting to ₹ 76.62 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 Titania scheme)
___________________________________
Director: Kunal Moktan
Place: Bengaluru
Date: July 07, 2025Projected NDCF for PropShare Titania Group (on a combined basis)
₹ Mn
SM REIT Asset FY26 FY27 FY28 FY29
Titania SPV 427.71 427.53 429.44 414.99
Scheme Level Income - - - -
Scheme Level Expense1 (2.00) (2.21) (2.43) (2.67)
NDCF (A) 425.71 425.32 427.01 412.32
Gross Proceeds (B) 4730.00 4730.00 4730.00 4730.00
Yield2 (%) (A/B) * 9.0% 9.0% 9.0% 8.7%
Note:
Refer to Purpose and basis of preparation, Notes, General Terms, Definitions and Abbreviations for details.
The NDCF for PropShare Titania Group has been presented for the asset proposed to be owned by virtue of acquisition of the Titania
SPV by the PropShare Titania scheme.
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 Titania Unitholders.
For and on behalf of the Board of Directors of
PropShare Investment Manager Private Limited
(as Manager for the PropShare Titania scheme)
___________________________________
Director: Kunal Moktan
Place: Bengaluru
Date: July 07, 2025Basis and notes to Projections
I. Purpose and basis of preparation
The Projections have been prepared by the Manager solely for inclusion in the Draft Key Information of the
Scheme, Key Information of the Scheme and Final Key Information of the Scheme (collectively “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 accounting policies used for preparation of the Combined Financial
Statements as required by the SM REIT Regulations, which 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/2024/43 dated May 15, 2024,
SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64 dated May 07, 2025 and the Guidance Note on Combined
and Carve-Out Financial Statements issued by the Institute of Chartered Accountants of India (“Guidance
Note”). 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.
The Projections are proforma for the capital structure and corporate structure as if the PropShare Titania
Scheme was in existence at April 01, 2025. It should thus be noted that the composition of Revenue from
operations, nature of expenses and drivers of NOI, EBITDA and NDCF and related margins in the Projections
differ from those for the historical Combined Financial Statements. The Manager has decided to provide the
projections for the period of 4 years starting from April 01, 2025, i.e., FY 26 to FY 29.
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:
• The proceeds from the sale of the Carved-out assets of the Titania SPV will be used to prepay
the external debt based on the term sheet signed by Manager and Seller on March 28, 2025.
• Post completion of the proposed IPO, PropShare Titania is proposing to infuse scheme loan into
the Titania SPV from a portion of the IPO proceeds. This scheme loan will be used for
discharging debenture liability and general corporate purpose.
• Formation transaction is assumed as of April 01, 2025 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 July 07, 2025. However, the investors should consider these estimates, assumptions as well as the
Projections and make their own assessment of the future performance of PropShare Titania 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 Term Sheet dated March 28, 2025 for the purpose of acquisition of Titania
SPV on behalf of Scheme, the Manager has considered the Term Sheet as a basis of projections assuming
to commence from April 01, 2025.III. Snapshot of select key line items for PropShare Titania Group
The table below represents a summary of key line items during the Projections Period:
₹ Mn
FY26 FY27 FY28 FY29
Revenue from operations 437.95 456.76 466.54 494.42
NOI 402.90 423.12 443.79 465.44
NOI (%) 92.0% 92.6% 95.1% 94.1%
EBITDA 303.86 389.75 393.94 415.31
EBITDA Margin (%) 69.4% 85.3% 84.4% 84.0%
Cashflows from Operating Activities 320.92 397.05 398.64 365.14
NDCF of PropShare Titania 425.71 425.32 427.01 412.32
Yield (%) * 9.0% 9.0% 9.0% 8.7%
Note:
(1) Numbers reflected above are based on assets proposed to be owned by PropShare Titania 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
* Disclaimer: The above are projected yield (%), and the Investment Manager doesn’t provide any assurance or
guarantee of any distributions to the Titania Unitholders.
IV. Revenue drivers and assumptions
Summary Observations
During FY26 to FY29, subject to the assumptions stated herein and limitations inherent in these Projections,
PropShare Titania Group is projected to generate a 3.08% 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
FY27 FY28 FY29 Total % growth
(FY26-29) contribution to
growth (FY26-29)
Revenue from Operations
437.95 456.76 466.54 1,361.25
for the previous year
Total growth for the year 18.81 9.78 27.88 56.47 100%
Contractual rent growth 23.32 23.98 25.16 72.46 128.3%
Other adjustments (4.51) (14.20) 2.72 (15.99) (28.3%)
Revenue from Operations
456.76 466.54 494.42 1,417.72
for the current year
1. Lease Rentals
Revenue from Operations growth drivers include only Contractual Rental growth as the subsisting leave and
license agreements are generally for a term of 5-years including a lock-in period of 3 years. Also, as per the
leave and license agreements, the licensee is required to pay Common area maintenance charges on actual
plus 20% management fee per month per sf on the chargeable area.
i. Contractual Rental growth
For the escalation in the proposed leases, the Manager has used subsisting Leave and License agreement
entered with the tenants. The Manager assumes successful renewal of lease, for those units where agreements
are expiring during the projection period.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 less: Ind AS adjustments.
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 Titania 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
FY27 FY28 FY29 contribution to
(FY26-29)
growth (FY26-29)
NOI for the previous year 402.90 423.12 443.79 1269.81
Total growth for the year 20.22 20.67 21.65 62.54 100%
NOI from contractual rent
20.22 20.67 21.65 62.54 100%
growth
NOI for current year 423.12 443.79 465.44 1,332.35
Note:
For details in relation to NOI, refer to General Terms, Definitions and Abbreviations
2. EBITDA
Expenses:
i. Direct Operating expenses
a) Property Tax: Property tax is assumed to be payable on leasable area, the property tax is estimated
to be ₹1.54 per square feet, based on current property tax rates. Estimates for FY 26 is based on
historical trends and is projected to grow at 10% per annum.
b) Operating and Maintenance Expenses: These expenses include power and fuel, housekeeping,
security, AMC and such other expenses required to maintain the asset. Estimates for FY 26 is
based on historical trends and is projected to grow at 5% per annum.
c) Insurance: Estimates for FY 26 to FY 29 is based on historical industry trends and escalation in
insurance during the Projections period which is in proportion with escalation in Gross receipts.
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
0.50% of the Gross receipts at the SPV level and 0.39% of the Gross 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 throughthe 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 FY 26, FY 27, FY 28 and FY 29 respectively. The Investment manager is
assumed to charge a 1% acquisition fee during the FY 26 at SPV level.
iv. The issue expenses at the Scheme level are assumed to be Rs. 196.50 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 25 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 Titania Scheme is estimated to
receive cash flows from the SPVs in the form of interest income, and potential repayment of
shareholder loan by Titania SPV which are considered exempt under IT Act.
VII. Drivers and assumptions for NDCF
Summary Observations
NDCF receivable by the PropShare Titania Scheme may be in the form of interest income and repayment of
scheme loan from the Titania SPV.
As per the SM REITs Regulations, not less than 95% of the NDCF of the Titania SPV are required to be
distributed to the PropShare Titania Scheme in proportion of their shareholding in the Titania SPV, 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 SEBI/HO/DDHS/DDHS-
PoD/P/CIR/2023/185).
Presently, the Manager proposes to calculate the NDCF for PropShare Titania Scheme in the manner laid out
in Annexure B: NDCF framework for the PropShare Titania 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 25 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 Titania 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 Titania is proposing to infuse scheme loan into the
Titania SPV from a portion of the IPO proceeds. This scheme loan will be used for discharging
debenture liability and general corporate purpose.
(ii) The Unsecured Scheme loan advanced to Titania SPV shall bear an interest of 9.5% p.a. and the
repayment terms are as on basis availability of surplus funds with the maximum tenure of 10 years.
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. Discounting rate used for the purposes
of unwinding of lease deposits has been considered at the same rate as considered by respective SPV in its
historical financial statements.
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. Sensitivity analysis in Annexure B to the Projections is prepared based on the movements from the
agreed rents.
3. All leases will be enforceable and will be performed in accordance with their terms in the License and
Lease Agreement.
4. No further equity capital or buyback is assumed to be raised during the Projections Period.
5. It is assumed that there will be no material change in taxation legislations or other applicable
legislations during the Projection Period
6. 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.
7. 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 Titania Unitholders.
I. Post-tax distributions in the hands of Resident HNI investor
₹ Mn
Particulars FY26 FY27 FY28 FY29
Net distributions to Investors 425.71 425.32 427.01 412.32
Yield (%) 9.0% 9.0% 9.0% 8.7%
Post-Tax Yield (for investor having total
7.0% 7.1% 7.4% 7.3%
income above INR 50 million)(1,2)
Post-Tax Yield (For investors having
income between INR 20 million to INR 7.1% 7.3% 7.5% 7.4%
50 million)
Post-Tax Yield (For investors having
income between INR 10 million to INR 7.3% 7.4% 7.6% 7.5%
20 million)
Post-Tax Yield (For investors having
income between INR 5 million to INR 7.4% 7.5% 7.7% 7.6%
10 million)
Post-Tax Yield (For investors having
7.5% 7.6% 7.8% 7.7%
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 FY26 FY27 FY28 FY29
Net distributions to Investors 425.71 425.32 427.01 412.32
Yield (%) 9.0% 9.0% 9.0% 8.7%
Post-Tax Yield (for investor having total
8.7% 8.7% 8.8% 8.5%
income above INR 50 million)(1)
Post-Tax Yield (For investors having
income between INR 20 million to INR 8.7% 8.7% 8.8% 8.5%
50 million)
Post-Tax Yield (For investors having
income between INR 10 million to INR 8.7% 8.7% 8.8% 8.5%
20 million)
Post-Tax Yield (For investors having
income between INR 5 million to INR 8.7% 8.7% 8.8% 8.5%
10 million)
Post-Tax Yield (For investors having
8.8% 8.8% 8.8% 8.5%
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
₹ Mn
Particulars FY26 FY27 FY28 FY29
Net distributions to Investors 425.71 425.32 427.01 412.32
Yield (%) 9.0% 9.0% 9.0% 8.7%
Post-Tax Yield (Post-tax yield)(1) 9.0% 9.0% 9.0% 8.7%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 FY26 FY27 FY28 FY29
Net distributions to Investors 425.71 425.32 427.01 412.32
Yield (%) 9.0% 9.0% 9.0% 8.7%
Post-Tax Yield (Post-tax yield)(1) 9.0% 9.0% 9.0% 8.7%
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 FY26 FY27 FY28 FY29
Net distributions to Investors 425.71 425.32 427.01 412.32
Yield (%) 9.0% 9.0% 9.0% 8.7%
Post-Tax Yield (Post-tax yield)(1) 7.8% 7.9% 8.1% 7.9%
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 Titania 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 leave and license agreement.
1. Market rent decreases by 10%
₹ Mn
FY26 FY27 FY28 FY29
Revenue from operations 430.24 444.00 451.28 463.15
From base change % (1.8%) (2.8%) (3.3%) (6.3%)
NOI 399.66 415.04 433.46 439.34
From base change % (0.8%) (1.9%) (2.3%) (5.6%)
EBITDA 300.63 381.68 383.61 389.20
From base change % (1.1%) (2.1%) (2.6%) (6.3%)
Cashflows from operating 317.69 388.97 388.30 339.03
activities
From base change % (1.0%) (2.0%) (2.6%) (7.1%)
NDCF 422.48 417.24 416.68 386.22
From base change % (0.8%) (1.9%) (2.4%) (6.3%)
2. Market rent decreases by 5%
₹ Mn
FY26 FY27 FY28 FY29
Revenue from operations 434.09 450.38 458.91 478.78
From base change % (0.9%) (1.4%) (1.6%) (3.2%)
NOI 401.28 419.08 438.62 452.39
From base change % (0.4%) (1.0%) (1.2%) (2.8%)
EBITDA 302.25 385.72 388.77 402.25
From base change % (0.5%) (1.0%) (1.3%) (3.1%)
Cashflows from operating 319.30 393.01 393.47 352.08
activities
From base change % (0.5%) (1.0%) (1.3%) (3.6%)
NDCF 424.09 421.28 421.84 399.27
From base change % (0.4%) (0.9%) (1.2%) (3.2%)
(iii) Market rent increases by 5%
₹ Mn
FY26 FY27 FY28 FY29
Revenue from operations 441.80 463.15 474.17 510.06
From base change % 0.9% 1.4% 1.6% 3.2%
NOI 404.51 427.16 448.96 478.49
From base change % 0.4% 1.0% 1.2% 2.8%
EBITDA 305.48 393.79 399.11 428.36
From base change % 0.5% 1.0% 1.3% 3.1%
Cashflows from operating 322.54 401.09 403.81 378.19
activities
From base change % 0.5% 1.0% 1.3% 3.6%
NDCF 427.33 429.36 432.18 425.38
From base change % 0.4% 0.9% 1.2% 3.2%(iv) Market rent increases by 10%
₹ Mn
FY26 FY27 FY28 FY29
Revenue from operations 445.65 469.53 481.81 525.70
From base change % 1.8% 2.8% 3.3% 6.3%
NOI 406.13 431.19 454.13 491.54
From base change % 0.8% 1.9% 2.3% 5.6%
EBITDA 307.10 397.83 404.28 441.41
From base change % 1.1% 2.1% 2.6% 6.3%
Cashflows from operating 324.16 405.12 408.98 391.24
activities
From base change % 1.0% 2.0% 2.6% 7.1%
NDCF 428.95 433.39 437.35 438.43
From base change % 0.8% 1.9% 2.4% 6.3%
Note:
The Titania SPV have entered into contracts with the Tenant which have lock-in period varying from 3 years for the licensee and 5 years
for the licensor. The Sensitivity analysis as above is provided for period post expiry of the licensor’s lock-in period of 5 years from the
lease commencement date.
Sensitivity tables above reflect only numbers for Titania SPV. 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 Titania Group (on a combined
basis)Annexure C: NDCF framework for the PropShare Titania Scheme
SEBI Circular dated 06 December 2023 (SEBI/HO/DDHS/DDHS-PoD/P/CIR/2023/185) - Revised
framework for computation of Net Distributable Cash Flow (NDCF) by Real Estate Investment Trusts
(REITs)
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 Titania 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 Titania 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 SEBI/HO/DDHS/DDHS-PoD/P/CIR/2023/185.
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
Revenue received from tenants for maintenance of
D Maintenance Services
common area
E=C+D Revenues from operations
Expenses include
• Property tax
F Direct Operating expenses
• Insurance
• Operating and maintenance expenses
(CAM expenses)
G=E-F Net Operating income Net Operating income
Expenses include:
• Annual report related charges
• Fund accounting charges
• Annual valuation fees
• Trustee fees
• Stock exchange fees
H Indirect Operating expenses
• Dematerialization charges
• Legal & Professional fees
• Director fees
• Audit fees
• Investment Manager fees
• Other expenses
I=F+H Total operating expenses
J Interest and other income
I=E-F-H +J EBITDA
Notes:
(1) Operating expenses (Direct as well as Indirect Operating Expenses) for Projections years have been
calculated on the same basis as historical operating expenses, subject to the inherent limitations generally
involved in presenting projection figures, read with the assumptions set forth in this report. Such assumptions
and inherent limitations may distort comparability across historical and Projections Period. 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 Titania SPV include:
• Straight lining of contractual rent escalation on lease contracts over period of lock-in.
• 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.ANNEXURE 3
VALUATION REPORTValuation Report | G-Corp Tech Park, Thane
Valuation Report
Leasable Space in 6 (six)
floors in G Corp Tech Park
Thane, Maharashtra, India
Submitted To:
PropShare Investment Manager Private Limited
Date of Valuation:
31 March 2025
Date of Report:
30 June 2025
Prepared By:
KZEN VALTECH PRIVATE LIMITED
IBBI/RV-E/05/2022/164
KZEN VALTECH PRIVATE LIMITED - 1 -Valuation Report | G-Corp Tech Park, Thane
EXECUTIVE SUMMARY
Subject G Corp Tech Park, Thane, Maharashtra, India.
Project
Name
Subject Floors 5 (part), 7, 9, 11, 12, and 13, G Corp Tech Park, Survey Nos. 14, 15, 16/1 to 4, 29/1 to 5, 30,31/1
Property to 6, 32, 33, 34, Sector VI, Village Vadavali, Sai Nagar, Anand Nagar, Ghodbunder Road, Thane - 400615,
Address Maharashtra, INDIA
Land Area Proportionate undivided share, right, title and interest of ~1,03,900 square feet or ~9,652.64 square
meters in the Subject Project land together with 370 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 G Corp Tech Park as is indicated in the executed Binding Term Sheet (“BTS”) and
conditional only on successful execution of Share Purchase Agreement (“SPA”) between Client and
shareholders of Eranthus Developers Private Limited (“EDPL” and/or “CO”).
Brief Subject Project and Subject Property are located in Sector VI of Thane city with frontage on and access
Description from Ghodbunder Road in the north-western quadrant of Thane city, which is one of the fast-developing
IT suburbs of Mumbai with emerging concentration of IT Park. It is situated along Ghodbunder Road, 10.0
km from Thane Railway Station and at a distance of approx. 30.0 km from Chhatrapati Shivaji Maharaj
International Airport.
Subject Project and Subject Property are Grade A IT Park office development that are currently
operational. Subject Property offers a total leasable area of approximately 4,37,973 sq.ft. spread over 6
(six) floors (out of G+15 upper floors that constitute the Subject Project).
Subject Project has good frontage along the access road with one (1) entrance, and one (1) exit. 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 is given below:
Property
Sl. Subject Floor CO Tenant’s Name Leasable Area
Details No. Property Number Name (sq.ft.) of Subject
Component Property
1. Part 6 13 EDPL Tenant 01 76,004
2. Part 5 12 EDPL Tenant 02 73,145
Tenant 03 30,753
3. Part 4 11 EDPL Tenant 04 22,034
Tenant 04 21,500
Tenant 05 49,324
4. Part 3 9 EDPL
Tenant 06 29,182
Tenant 07 8,112
Tenant 08 5,638
5. Part 2 7 EDPL
Tenant 03 15,741
Tenant 04 44,684
Tenant 07 6,793
Tenant 09 24,709
Tenant 10 7,798
6. Part 1 5 EDPL
Tenant 06 13,126
Tenant 11 5,460
Tenant 08 3,970
Total Leasable Area 4,37,973
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.
KZEN VALTECH PRIVATE LIMITED - 2 -Valuation Report | G-Corp Tech Park, Thane
Location
Map
Key The table below summarizes key valuation assumptions used in the estimate.
Assumptions
Particulars Description
Subject Property
Specific Information
Nature of Property IT Office Development
Current Status Completed and Operational
Total Leasable Area 4,37,973 sq. ft.
Age of Subject Sl. Subject Age of Usage Status Subject
Project No. Project the Type Property
Name Subject Leasable
Project Area
(sq. ft.)
1. G Corp ~ 15 years IT Completed in 23 4,37,973
Tech Park April 2010 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 74.8 per sq. ft. per month, as of 31 March 2025
Market / Marginal INR 75.8 per sq. ft. per month, as of 31 December 2025
Rent
KZEN VALTECH PRIVATE LIMITED - 3 -Valuation Report | G-Corp Tech Park, Thane
Financial
Assumptions
Exit Cap Rate 8.25%
Discount Rate / 12.50%
WACC
Opinion on INR 4,939,150,000/- (Indian Rupees Four Billion Nine Hundred Thirty-Nine Million One Hundred
Market Value Fifty Thousand)
as on 31st Note: Opinion on market value presented in this report is subject to following facts and Special and Significant
March 2025 Assumptions, and is based conditionally on Legal Opinion Report dated 05 May 2025 (“LO”) issued by Trilegal
to Client and Valuer (please refer Annexure – 7 to this Report), and executed Binding Term Sheet (“BTS”)
which will be followed by successful execution of Share Purchase Agreement (“SPA”) on a future date, which
Client has confirmed will be binding on Client, Client’s nominated companies and/or SPVs, and the current
shareholders of the SPV, namely Eranthus Developers Private Limited (“EDPL” and/or “CO”):
a) LO indicates that complete ownership and rights and interests in Subject Property are with CO.
b) Client has represented that BTS provided by Client confirms that proposed SPA that will be executed in
due course of time but before listing of the Propshare Titania SM REIT, will be binding on shareholders of
CO, and that complete ownership and rights and interests in Subject Property will devolve to the Client
when the SPA is executed.
c) Client has represented that BTS has also confirmed that Client will be the sole, primary, and exclusive
beneficiary of all cash flows from the Subject Property from the dates indicated in the aforementioned
BTS upon successful execution of the SPA.
d) LO further states that there are no arrears and/or payments due to any government authority(ies) and/or
banks and/or financial institutions and/or any other creditor(s) who may have the first and/or subsequent
charges 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 pertaining to the legal ownership of CO 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 the LO with respect to ownership, rights, and interests in the Subject Property,
among other aspects stated in the LO. In the event that the LO with respect to ownership, rights, and interests,
liens, encumbrances, debt, among other aspects related to and in the Subject Property along with Client’s
representation(s) and CO’s representation(s) on executed BTS and successful execution of SPA, is not valid
as on the valuation date and Propshare Titania SM REIT has no or limited ownership, rights, and/or interests
in the Subject Property as on valuation date, 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.
KZEN VALTECH PRIVATE LIMITED - 4 -Valuation Report | G-Corp Tech Park, Thane
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 ...................................................................................... 9
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 .................................................................................................................................................................... 10
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 ............................................................................................................................ 16
2.1 VALUATION STANDARDS ADOPTED .................................................................................................................................. 16
2.2 BASIS OF VALUATION ...................................................................................................................................................... 16
2.3 APPROACH AND METHODOLOGY ..................................................................................................................................... 16
3 INVESTIGATION, NATURE AND SOURCES OF INFORMATION ......................................................................................................... 18
4 VALUATION CERTIFICATE ......................................................................................................................................................... 19
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 ................................................................ 31
5.7 TENANCY ANALYSIS ....................................................................................................................................................... 32
6 MARKET SCAN OF THE CITY AND THE MICRO-MARKET .............................................................................................................. 34
6.1 INTRODUCTION ............................................................................................................................................................... 34
6.2 EVOLUTION OF THANE OFFICE MARKET ........................................................................................................................... 34
6.3 THANE OFFICE MARKET DYNAMICS – DEMAND, SUPPLY, VACANCY, AND RENTAL TRENDS ................................................. 36
6.4 RECENT CAPITAL TRANSACTIONS & LEASE TRANSACTIONS – THANE OFFICE SECTOR ....................................................... 40
6.5 TRENDS IN GROSS LEASING ACTIVITY ............................................................................................................................. 42
6.6 OUTLOOK – THANE OFFICE SECTOR ............................................................................................................................... 43
7 MARKET VALUE ESTIMATE ...................................................................................................................................................... 45
7.1 ADOPTED PROCEDURE ................................................................................................................................................... 45
7.2 CASH FLOW PROJECTIONS ............................................................................................................................................. 45
7.3 MARKET ASSUMPTIONS .................................................................................................................................................. 46
7.4 CONSTRUCTION TIMELINES ............................................................................................................................................. 51
7.5 ABSORPTION/LEASING VELOCITY AND OCCUPANCY PROFILE ............................................................................................ 52
7.6 KEY ASSUMPTIONS AND INPUTS ...................................................................................................................................... 53
7.7 CONCLUSION: OPINION ON MARKET VALUE ...................................................................................................................... 61
7.8 SENSITIVITY ANALYSES .................................................................................................................................................. 62
ANNEXURE – 1: EXTRACT OF BINDING TERM SHEET (“BTS”) ............................................................................................................. 63
ANNEXURE – 2A: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 5TH FLOOR .................................................... 64
ANNEXURE – 2B: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 7TH FLOOR .................................................... 65
ANNEXURE – 2C: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 9TH FLOOR .................................................... 66
ANNEXURE – 2D: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 11TH FLOOR .................................................. 67
ANNEXURE – 2E: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 12TH FLOOR .................................................. 68
ANNEXURE – 2F: LAYOUT PLAN OF THE SUBJECT PROJECT AND SUBJECT PROPERTY: 13TH FLOOR ................................................... 69
ANNEXURE – 3: STATEMENT OF KEY ASSETS FOR THE SUBJECT PROPERTY ....................................................................................... 70
ANNEXURE – 4: APPROVALS AND NOCS: SUBJECT PROJECT AND SUBJECT PROPERTY ..................................................................... 71
ANNEXURE – 5: READY RECKONER RATE APPLICABLE FOR THE SUBJECT PROPERTY ......................................................................... 73
ANNEXURE – 6: DISCOUNTED CASH FLOW PROFILE ........................................................................................................................... 74
ANNEXURE – 7: LEGAL OPINION ISSUED BY TRILEGAL ....................................................................................................................... 75
ANNEXURE – 8: RENT BENCHMARKING.............................................................................................................................................. 85
ANNEXURE – 9: MATERIAL LITIGATIONS ............................................................................................................................................ 86
ANNEXURE – 10: CAVEATS, LIMITATIONS, AND DISCLAIMERS ............................................................................................................. 87
ANNEXURE – 11: MANDATORY DISCLOSURES AS PER REGULATION 21(3) ........................................................................................... 91
KZEN VALTECH PRIVATE LIMITED - 5 -Valuation Report | G-Corp Tech Park, Thane
LIST OF TABLES
Table 2.1: Different Valuation Methods and Description ................................................................................................................ 17
Table 5.1: Details of the Subject Project and Subject Property ...................................................................................................... 22
Table 5.2: Distance of the Subject Project from Major Landmarks of Thane City .......................................................................... 23
Table 5.3: Subject Project and its directional boundaries .............................................................................................................. 24
Table 5.4: Key Subject Property-Specific Information .................................................................................................................... 24
Table 5.5: Top Tenants Arranged as per Leasable Areas* ............................................................................................................ 32
Table 5.6: Tenants as per Gross Rentals ....................................................................................................................................... 32
Table 6.1: Overview of Thane office submarket ............................................................................................................................. 35
Table 7:1 Key Market Assumptions ................................................................................................................................................ 46
Table 7.2: Adjustments on Revenues and Operational Expenses ................................................................................................. 51
Table 7.3: Key Assumptions Used while opining on market value of Subject Asset ...................................................................... 53
Table 7.4: Opinion on Market Value of the Subject Asset .............................................................................................................. 61
Table 7.5 Ready Reckoner Rates applicable to Subject Property on 31 March 2025 ................................................................... 61
Annexure Table 1 Calculation of Terminal Cash Flow from NOI using Capitalization Rate ........................................................... 74
LIST OF MAPS
Map 5.1: Location of the Subject Project Site with respect to Thane City ...................................................................................... 23
Map 5.2: Indicative Location of Subject Project and its Surrounding Developments ..................................................................... 24
Map 6.1: Major upcoming infrastructure projects in the Thane submarket .................................................................................... 35
Map 6.2: Prominent Office Developments in the Thane submarket ............................................................................................... 36
KZEN VALTECH PRIVATE LIMITED - 6 -Valuation Report | G-Corp Tech Park, Thane
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 Trilegal
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 Trilegal
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 | G-Corp Tech Park, Thane
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 Titania SM REIT, 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 IT Park office space located along Ghodbunder Road,
Sai Nagar, Anand Nagar, Thane vide Letter of Engagement dated 15 May 2025 (“LOE”). Client
intends to seek an independent opinion on Market Value for the disclosure of valuation of
assets, forming part of the portfolio of Propshare Titania SM REIT, 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 Valuation Report presents opinion on Market Value of IT Park office space located on six
floors (Floors 5 (part), 7, 9, 11, 12, and 13) (hereinafter referred to as the “Subject Property”)
in the overall development namely “G Corp Tech Park” (hereinafter referred to as the
“Subject Project”) located at Survey Nos. 14, 15, 16/1 to 4, 29/1 to 5, 30,31/1 to 6, 32, 33,
34, Sector VI, Village Vadavali, Sai Nagar, Anand Nagar, Ghodbunder Road, Thane - 400615,
Maharashtra, India. Client has represented that Client will have 100% (one hundred percent)
ownership, rights and interests in the Subject Property basis the executed Binding Term Sheet
(“BTS”) and conditionally only on successful execution of Share Purchase Agreement (“SPA”)
between the shareholders of the current owner, namely Eranthus Developers Private
Limited (“EDPL” and/or “CO”) and Client prior to or immediately after listing of Propshare
Titania SM REIT. Client’s unconditional 100% (one hundred percent) ownership, rights and
interests in Subject Property, which may also be construed as all cash flows from the Subject
Property whose sole, exclusive, entire, and primary beneficiary and recipient will be the Client,
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 Titania SM REIT for disclosure of valuation of assets, forming part of the portfolio
of Propshare Titania SM REIT, 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 Titania SM REIT and other parties including the trustee of Propshare
Titania SM REIT, debenture trustee(s), stock exchanges, unitholders of Propshare Titania SM
REIT, Securities and Exchange Board of India (‘SEBI’), credit rating agencies, lenders to the
Propshare Titania SM REIT 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”)
KZEN VALTECH PRIVATE LIMITED - 8 -Valuation Report | G-Corp Tech Park, Thane
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, empanelled as an Arbitrator on the India International
Arbitration Centre (“IIAC”) Panel of Arbitrators for Domestic Arbitration as an Eminent Person,
and features in the global list of RICS Trained Assessors, has prepared and signed this report
on behalf of RV-E.
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
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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/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 leave and
license details such as leave and license rent, leave and license commencement, rent
commencement and leave and license 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 visually inspected on 08 June 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 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
Titania SM REIT, under the applicable law.
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
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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 Titania SM REIT, or other intermediaries appointed by the Manager
and/or Propshare Titania SM REIT 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 Titania SM REIT, 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
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
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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. Trilegal 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 leave and license terms & conditions of the
Leases and existing and pre-committed leases, as given by the Client. At this stage, Valuer has only
Sales been provided with a draft SPA that is not signed and executed by Client and/or Client’s
Performance nominated company(ies) and/or SPV(s) and CO, which the Client has confirmed will be
executed at a future date. The Valuer has, consequently, upon Client’s instruction, opined
on market value of Subject Asset considering the existing leave and license agreements,
which Client has represented and confirmed, will devolve, without any changes, to Client
upon execution of SPA by CO and Client and the Valuer has relied on all information provided
to them by the Client as complete, 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
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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.
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15. Significant 1. While Client has not shared copies of latest sale deeds that show Subject Property
Assumptions / being owned by the CO, Client has shared LO prepared by Trilegal that indicates CO to
Major factors be the owner of Subject Property. Readers of this report are advised that Client is,
considered while currently, neither the owner nor has any rights and interests in the Subject Property as
opining on of the valuation date.
market value of 2. Client has also shared the BTS between the CO and Client outlining the terms and
Subject Asset conditions of BTS and SPA to be signed between Client and the shareholders of CO of
Subject Property on a future date. Client has represented that this BTS, and SPA
whenever it will be signed, will be binding documents between Client and shareholders
of CO of the Subject Property.
Given that Valuer possesses neither the education and qualification nor the necessary tools
and is not allowed to provide title due diligence which establishes 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 and this is binding on Client and/or Client’s nominated company(ies) and/or
SPV(s) and CO as confirmed by Client, and Client will become the sole, exclusive, and entire
beneficiary and recipient of all cash flows from the Subject Property conditionally only on
successful execution of SPA as confirmed by Client to be binding on Client and/or Client’s
nominated Company(ies) and/or SPV(s) and CO. Basis Client’s instruction and
representations, Valuer has considered that Client and/or Client’s nominated company(ies)
and/or SPV(s) 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.
3. Given that the binding SPA as per Client that is not yet signed between the Client and
shareholders of CO of the Subject Property, Client has shared copy of the executed
BTS and confirmed that current ongoing leave and license agreements will continue as
they are and no fresh leave and license agreements will be signed between the Client
and the current tenants of Subject Property at the time of execution of the BTS, which is
confirmed by Client. Valuer has assumed, upon Client’s instructions, that there will be
no change in the relevant covenants and terms and conditions stated in these existing
leave and license agreements at a later date, 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 leave and license
agreements and SPA proposed to be signed by Client and CO.
This review of the current ongoing leave and license agreements by the Valuer is not to be
construed as a legal opinion on and/or approval of the current ongoing leave and license
agreements 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 in the draft SPA shared by the Client.
4. Further, Client has stated that there are no prior debt and/or dues and/or arrears pending
against the Subject Property, except the outstanding facility from HDFC Bank as availed
by CO, which the Client has confirmed. Additionally, Client has indicated that this facility
will be settled and HDFC Bank’s charge will be released prior to formation transaction of
Propshare Titania SMREIT. Client has also confirmed and represented that Subject
Property is not encumbered in any other 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, exists on Subject Property and that it can be freely transacted in the open
market.
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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 IVS2022 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.
The table below presents different valuation methods and their brief description.
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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 acquire 100% (one hundred percent) ownership, rights and interests in the
Subject Property on a future date considering the SPA executed between Client and CO, which the Client has
confirmed to be binding on all parties. Client has indicated that they will sign the SPA with CO in due course before
listing of Propshare Titania SM REIT, wherein CO will transfer 100% (one hundred percent) ownership, rights and
interests in Subject Property to the Client and/or Client’s nominated company(ies) and/or SPV(s) and all existing
leases on the Subject Property will continue without any changes as confirmed by Client. 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 increase or decrease at a rate significantly
different 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 IT Park 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 instances of pre-
leased IT Park office spaces, which are part of LEED Platinum-rated Subject Project, at the scale and levels of
rentals considering the current ongoing leases in the 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.
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3 I , N S
NVESTIGATION ATURE AND OURCES OF
I
NFORMATION
The Valuer physically visited the Subject Project, and Subject Property 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
Titania SM REIT.
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 leave and license agreements provided by the Client to
broadly check for the leave and license 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:
▪ LO has been provided to the Valuer that establishes clarity of title to be with CO, tenure
of the title being freehold, and lack of disputes and/or litigation with reference to the
Subject Property.
▪ Scanned copy of BTS signed by Client and CO dated 28 March 2025, stating the current
tenancies and various leave and license covenants including mentioning site areas and
leasable areas.
▪ BTS that has been signed by Client and CO basis scan copy provided to Valuer by Client
vide e-mail communication dated 02 April 2025, screenshot extract of which is presented
in Annexure – 1 to this report. Client has also confirmed that an SPA will be executed
between Client and shareholders of CO of Subject Property on a future date, without any
changes in the current ongoing leave and license agreements.
▪ Client has represented that executed BTS confirms that Client will have 100% (one
hundred percent) ownership, rights and interests in Subject Property and that Client will
become sole and exclusive beneficiary of any and all cash flows from the Subject Property
upon successful execution of SPA.
Sources of Information that form the basis of Key Assumptions / Inputs used in the valuation
calculations: 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 - 18 -Valuation Report | G-Corp Tech Park, Thane
4 V C
ALUATION ERTIFICATE
Subject Project G Corp Tech Park, Thane, Maharashtra, India.
Subject Property Floors 5 (part), 7, 9, 11, 12, and 13, G Corp Tech Park, Survey Nos. 14, 15, 16/1 to 4,
Address 29/1 to 5, 30,31/1 to 6, 32, 33, 34, Sector VI, Village Vadavali, Sai Nagar, Anand Nagar,
Ghodbunder Road, Thane - 400615, Maharashtra, INDIA
Land Area Proportionate undivided share, right, title and interest of ~1,03,900 square feet or
~9,652.64 square meters in the Subject Project land together with 370 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 G Corp Tech Park conditional only on successful execution of SPA as indicated by
Client.
Brief Description Subject Project and Subject Property are located in Sector VI of Thane city with frontage
on and access from Ghodbunder Road in the north-western quadrant of Thane city, which
is one of the fast-developing IT suburbs of Mumbai with emerging concentration of IT
Park. It is situated along Ghodbunder Road, 10.0 km from Thane Railway Station and at
a distance of approx. 30.0 km from Chhatrapati Shivaji Maharaj International Airport.
Subject Project and Subject Property are Grade A IT Park office development that are
currently operational. Subject Property offers a total leasable area of approximately
4,37,973 sq. ft. spread over 6 (six) floors (out of G+15 upper floors that constitute the
Subject Project). Subject Project has good frontage along the access road with one (1)
entrance, and one (1) exit. 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 The underlying land is on freehold basis, as indicated by Client. Further, Client has
Ownership, represented that as of the valuation date, Client has no ownership, rights, and interests in
Rights and the Subject Property as these vest with CO. However, Client has represented BTS
Interests, in confirms that Client will have 100% (one hundred percent) ownership, rights and interests
Subject Property in the Subject Property after successful execution of SPA, which will happen on a future
date. Client has further indicated that no fresh leave and license agreements for each
respective floor of Subject Property will be executed between Client and tenants
respectively and CO will continue to be the CO of these leased areas:
Leasable Area Current Contracted Rent as of 31 March 2025 Current
Floor
(sq.ft.) (INR psft per month) Owner
13 76,004 77.2 EDPL
12 73,145 75.4 EDPL
11 74,287 74.4 EDPL
9 78,506 72.6 EDPL
7 74,175 75.5 EDPL
5 61,856 73.5 EDPL
TOTAL 4,37,973 74.8
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 BTS, which will be the same in SPA that will be signed on a future date,
which is binding on Client and shareholders of CO, is 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.
KZEN VALTECH PRIVATE LIMITED - 19 -Valuation Report | G-Corp Tech Park, Thane
Readers of this report are advised that this is a special and significant assumption made
by the Valuer, and in the event this assumption of Client not being able to obtain 100%
(one hundred percent) ownership, rights and interests in the Subject Property on a future
date is found to be invalid and/or incorrect, then this opinion on market value of Subject
Asset will stand voided, cancelled, and withdrawn.
Purchase Price / Client has represented that INR4,566,472,422/- (Indian Rupees Four Billion Five Hundred
Enterprise Value Sixty Six Million Four Hundred Seventy Two Thousand Four Hundred Twenty Two) is the
of CO (proposed) enterprise value of the CO holding the Subject Property as indicated in the BTS dated 28
March 2025 shared by the Client, and will be included with adjustments for net working
capital changes and net debt in the SPA whenever it is signed, and is confirmed by Client
that BTS is binding on all parties.
Historical Following table presents the previous valuation(s) performed for the Subject Asset.
Valuation of the
S. Date of Previous Opinion on Market Value
Subject Asset in
No. Valuation
3 Previous Years Figure [INR] In Words [Indian Rupees]
01 31 December 2024 4,911,490,000/- Four Billion Nine Hundred
Eleven Million Four Hundred
Ninety Thousand
Ready Reckoner IT Park / Commercial (Built-Up Area)– INR 1,09,100/- per sq.mt. as on 31st March 2025
Rate
Date of Valuation 31 March 2025
Date of 08 June 2025
Inspection
Was the No
transaction at the
time of
acquisition a
related party
transaction
Opinion on INR 4,939,150,000/- (Indian Rupees Four Billion Nine Hundred Thirty-Nine Million
Market Value as One Hundred Fifty Thousand)
on 31st March Note: Opinion on market value presented in this report is subject to following facts and Special
2025 and Significant Assumptions, and is based conditionally on LO, and BTS which will be followed
by successful execution of SPA on a future date, which Client has confirmed will be binding
on Client, Client’s nominated companies and/or SPVs, and the current shareholders of the
SPV, namely CO:
a) LO indicates that complete ownership and rights and interests in Subject Property are
with CO.
b) Client has represented that BTS provided by Client confirms that proposed SPA that will
be executed in due course of time but before listing of the Propshare Titania SM REIT,
will be binding on shareholders of CO, and that complete ownership and rights and
interests in Subject Property will devolve to the Client when the SPA is executed.
c) Client has represented that BTS has also confirmed that Client will be the sole, primary,
and exclusive beneficiary of all cash flows from the Subject Property from the dates
indicated in the aforementioned BTS upon successful execution of the SPA.
d) LO further states that there are no arrears and/or payments due to any government
authority(ies) and/or banks and/or financial institutions and/or any other creditor(s) who
may have the first and/or subsequent charges 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
pertaining to the legal ownership of CO with respect to the reference-cited Subject
Property that may hinder and/or obstruct its free and unrestricted sale in the open
market.
KZEN VALTECH PRIVATE LIMITED - 20 -Valuation Report | G-Corp Tech Park, Thane
Readers of the report are hereby advised that the aforementioned opinion on market value of
the Subject Asset is contingent and based on the LO with respect to ownership, rights, and
interests in the Subject Property, among other aspects stated in the LO. In the event that the
LO with respect to ownership, rights, and interests, liens, encumbrances, debt, among other
aspects related to and in the Subject Property along with Client’s representation(s) and CO’s
representation(s) on executed BTS and successful execution of SPA, is not valid as on the
valuation date and Propshare Titania SM REIT has no or limited ownership, rights, and/or
interests in the Subject Property as on valuation date, 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.
Matters Affecting Please refer to Chapters 5 and 7 of this Valuation Report, and sub-point 15 on Pages 14-
the Subject Asset 15 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.
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 | G-Corp Tech Park, Thane
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 Floors 5 (part), 7, 9, 11, 12, and 13, in G Corp Tech Park
Subject Property Floors 5 (part), 7, 9, 11, 12, and 13, G Corp Tech Park, Survey Nos. 14, 15, 16/1 to
Address 4, 29/1 to 5, 30,31/1 to 6, 32, 33, 34, Sector VI, Village Vadavali, Sai Nagar, Anand
Nagar, Ghodbunder Road, Thane - 400615, Maharashtra, INDIA
Land Area Proportionate undivided share, right, title and interest of ~1,03,900 square feet or
~9,652.64 square meters in the Subject Project land together with 370 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 G Corp Tech Park conditional only on successful execution of
SPA between Client and CO.
Total Leasable Area Total leasable area of 4,37,973 sq.ft. on Floors 5 (part), 7, 9, 11, 12, and 13 as
indicated earlier in this report
Access Subject Project is accessible through Ghodbunder Road on the east (entrance) and
access road on the south (exit) that connects Aaru Road and Grand Square Road,
while Subject Property is accessed through internal access road within the Subject
Project.
Frontage Subject Project enjoys excellent frontage along the primary access road
(Ghodbunder Road).
Shape and Visibility Irregular in shape. Relatively flat terrain. Excellent visibility from access road.
Approval Status Subject Project, and Subject Property have all requisite approvals in place as
confirmed by the Client.
Age of Subject ~15 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
KZEN VALTECH PRIVATE LIMITED - 22 -Valuation Report | G-Corp Tech Park, Thane
5.2 LOCATION OF THE SUBJECT PROJECT
Subject Project is located in Sector VI in Thane
and abuts Ghodbunder Road in the north-
western quadrant of Thane, which is one of the
fast-developing sub-urbs of Mumbai city with
planned concentration of IT Park. It is situated
along Ghodbunder Road, 10.0 km from Thane
Railway Station and at a distance of approx.
30.0 km from Chhatrapati Shivaji Maharaj
International Airport. Map alongside presents
the location of the Subject Project with respect
to Thane.
Map 5.1: Location of the Subject Project Site
with respect to Thane City
Source: Real Estate Market Research & Analysis; JLL, December
2024
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 Thane City
Location / Landmark Approximate Distance from Subject Project
(km)
Thane Railway Station 30.0
Chhatrapati Shivaji Maharaj International Airport 10.0
Golden Quadrilateral Road 0.2
Bhiwandi 17.0
Source: Valuer’s Analysis; June 2025
5.3 DESCRIPTION OF THE SUBJECT PROJECT AND ITS SURROUNDINGS
Subject Property is strategically located along Ghodbunder Road in Thane, offering excellent
connectivity to major business hubs in Thane and Mumbai. This prime location benefits from
proximity to key commercial centers and the upcoming Wadala-Kasarvadavali Metro Line 4.
The property, part of a larger integrated development, provides a total leasable area of
approximately 0.43 million sq. ft. Its position along Ghodbunder Road ensures access to well-
developed social infrastructure and ongoing infrastructure improvements, enhancing its
appeal as a prime commercial asset in the evolving Thane real estate market. Map 5.2 on the
following page presents indicative location of the Subject Project and its surroundings.
KZEN VALTECH PRIVATE LIMITED - 23 -Valuation Report | G-Corp Tech Park, Thane
Map 5.2: Indicative Location of Subject Project and its Surrounding Developments
Source: Real Estate Market Research & Analysis; JLL, December 2024
Subject Project, namely G-Corp Tech Park, comprises of 1 Tower, with a total leasable area
of approx. 8,90,000 sq.ft. as indicated by Client and comprises of office spaces. Subject
Property, which is a total leasable area of about 4,37,973 sq.ft., is located on Floors 5 (part),
7, 9, 11, 12, and 13 of the Subject Project (out of G + 3 (Parking Floors) + 12 upper office
floors + Terrace which constitute the Subject Project). Basis Client’s confirmation, Subject
Property is currently occupied by tenants to CO of Subject Property. Table 5.3 presents the
boundary/edge conditions of the Subject Project.
Table 5.3: Subject Project and its directional boundaries
North BIG Mall (Decathlon)
South City road connecting Aaru Road to Grand Square Road (exit of Subject Project)
West TMC Biodiversity Park (developed by G-Corp Tech Park and handed over to TMC)
East Ghodbunder Road (entrance to Subject Project)
Source: Valuer’s visit to Subject Property; 08 June 2025
Subject Project is mostly surrounded by a major city-level shopping mall (BIG Mall that
accommodates Decathlon), along with high rise residential developments with few support
high-street retail and small-scale commercial office developments.
5.4 DESCRIPTION OF THE SUBJECT PROPERTY
Following table presents key Subject Property-specific information.
Table 5.4: Key Subject Property-Specific Information
Particulars Description
Full Legal Name of the Client PropShare Investment Manager Private Limited
KZEN VALTECH PRIVATE LIMITED - 24 -Valuation Report | G-Corp Tech Park, Thane
Particulars Description
Nature of Client’s interest in Basis Client’s representation and confirmation, Client will have 100% (one
Ownership, Rights and hundred percent) ownership, rights and interests in the Subject Property on
Interests a future date, as indicated in other parts of this report. The underlying land is
on freehold basis, as indicated by Client.
Land Extent Proportionate undivided share, right, title and interest of ~1,03,900 square
feet or ~9,652.64 square meters in the Subject Project land together with 370
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 G Corp Tech Park
conditional only on successful execution of SPA between Client and CO.
Asset Type IT Park strata office space
Sub-Market Ghodbunder Road, Thane
Approved and Existing Usage IT office, as of 31 March 2025
Current Status Completed and Operational, as of 31 March 2025
Approvals Status Subject Project, Subject Tower, and Subject Property have all requisite
approvals in place as of 31 March 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 ~15 years, as indicated by Client
Leasable Area 4,37,973 sq.ft., as of 31 March 2025
Completed Area 4,37,973 sq.ft., as of 31 March 2025
Occupied Area 4,37,973 sq.ft, as of 31 March 2025.
Committed Area 4,37,973 sq.ft., as of 31 March 2025
Developable Area The total site area of the Subject Project is ~5 Acres with total leasable area
of ~0.85 Mn sq. ft. under a single completed and operational building
comprising of G+3 stilt parking + 12 office floors along with surface parking,
out of which Subject Property leasable area is 4,37,973 sq.ft. Client has
confirmed that both Subject Project and Subject Property are completed and
at present, there is no future development planned for the Subject Property.
Occupancy 1/ 100%, as of 31 March 2025
Committed Occupancy 2/ 100%, as of 31 March 2025
Number of Tenants 16 (considering individual leased spaces on different floors in the Subject
Property) or 11 (unique tenants occupying multiple spaces under multiple
leases in the Subject Property), as of 31 March 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 08 June 2025 during which time Valuer was accompanied
by Client’s representative, Mr. Nikhil Jadhav (+919960606502; nikhil.jadhav@cbre.com). The
inspection comprised limited and restricted visual inspection of the interior space of Subject
Property, fit-outs and fixtures, and key utility areas like LT Electric Room, Pump Room, HVAC
installations, Power Back up, STP, among others that are supporting the 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
KZEN VALTECH PRIVATE LIMITED - 25 -Valuation Report | G-Corp Tech Park, Thane
Subject Project were also visited on a sample basis as the Subject Project and Subject
Property areas had access restrictions. 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
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 service road to Service Road next to Subject Project along
main access road (Ghodbunder Road) with main access road (Ghodbunder Road)
Main Access Road (Ghodbunder Road) to Entrance Area of Subject Project
Subject Project
Rear Exit Gate of Subject Project View of Rear Exit Gate of Subject Project from
rear access road
View of rear access road to Subject Project View of rear access road to Subject Project
KZEN VALTECH PRIVATE LIMITED - 26 -Valuation Report | G-Corp Tech Park, Thane
View of Ground Floor Entrance to Subject Ground Floor Entrance Lobby for Subject
Property; RV-LB with Client Representatives Property
View of BIG Mall (Decathlon) adjacent to View of Open Air Garden (next to TMC
Subject Project Biodiversity Park) within Subject Project
View of 5th Floor Lift Lobby (part of Subject View of 7th Floor Lift Lobby (part of Subject
Property) Property)
View of 7th Floor Lift Lobby (part of Subject RV-LB with Client’s Representative at Ground
Property) Floor Forecourt of Subject Project
KZEN VALTECH PRIVATE LIMITED - 27 -Valuation Report | G-Corp Tech Park, Thane
View of 9th Floor Lift Lobby (part of Subject View of 9th Floor Lift Lobby (part of Subject
Property) Property)
View of 11th Floor Lift Lobby (part of Subject View of 11th Floor Lift Lobby (part of Subject
Property) Property)
View of 12th Floor Lift Lobby (part of Subject View of 13th Floor Lift Lobby (part of Subject
Property) Property)
KZEN VALTECH PRIVATE LIMITED - 28 -Valuation Report | G-Corp Tech Park, Thane
View of Cooling Towers at Subject Project Internal View of Lift Machine Room at Subject
Project
View of parking at Ground Floor level of Internal View of LT Room in Subject Project
Subject Project
View of Transformers in Subject Project View of HT Room in Subject Project
View of Chiller Auxiliary Pumps in Subject View of Chillers in Subject Project
Project
KZEN VALTECH PRIVATE LIMITED - 29 -Valuation Report | G-Corp Tech Park, Thane
View of Fire Fighting System in Subject View of Water Supply System in Subject
Project Project
View of DG Sets at Ground Floor level of View of open Surface Parking in Subject
Subject Project Project
External View of STP in Subject Project Internal View of STP in operation in Subject
Project
View of LEED PLATINUM CERTIFICATE for
Operations and Maintenance for Subject
Property
KZEN VALTECH PRIVATE LIMITED - 30 -Valuation Report | G-Corp Tech Park, Thane
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,
Pump Room, STP, Chillers, HVAC Installations etc., was visually inspected though in a limited
and restricted manner. As per the 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).
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. Thane, where the Subject Project is located, falls in Seismic Zone II with low to
moderate risk. Thane city 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 are topographically located at a relatively higher elevation compared to their
immediate surroundings, indicating low risk of flooding and 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.
KZEN VALTECH PRIVATE LIMITED - 31 -Valuation Report | G-Corp Tech Park, Thane
5.7 TENANCY ANALYSIS
Tenant Profile of Tenants in Subject Project
As on 31st March 2025, Subject Property comprises of a total leasable area of about 4,37,973
sq.ft., placed in Subject Tower from Floors 5 (part), 7, 9, 11, 12, and 13 (out of G+15 upper
floors which constitute the Subject Project), breakdown of which is as follows.
Top tenants as per leasable areas are listed below:
Table 5.5: Top Tenants Arranged as per Leasable Areas*
Si. No. Tenant Leasable Area (Sq Ft)
1 Tenant 04 88,218
2 Tenant 01 76,004
3 Tenant 02 73,145
4 Tenant 05 49,324
5 Tenant 03 46,494
6 Tenant 06 42,308
7 Tenant 09 24,709
8 Tenant 07 14,906
9 Tenant 08 9,608
10 Tenant 10 7,798
11 Tenant 11 5,460
Total 4,37,973
Source: Analysis of Client-provided rent roll, as of 31 March 2025
Note*: Includes contracted areas for which rent may start at a future date
Tenants as per gross rents are listed below:
Table 5.6: Tenants as per Gross Rentals
Sl. No. Tenant Share Of Gross Rentals (%)
1 Tenant 04 20.2%
2 Tenant 01 17.9%
3 Tenant 02 16.8%
4 Tenant 05 11.0%
5 Tenant 03 10.6%
6 Tenant 06 9.4%
7 Tenant 09 5.5%
8 Tenant 07 3.4%
9 Tenant 08 2.2%
10 Tenant 10 1.8%
11 Tenant 11 1.2%
Total 100.0%
Source: Analysis of Client-provided rent roll, as of 31 March 2025
Note*: Includes contracted areas for which rent may start at a future date
KZEN VALTECH PRIVATE LIMITED - 32 -Valuation Report | G-Corp Tech Park, Thane
Escalation Analysis
Following is the leave and license escalation derived basis rent roll provided by Client as of
31st March 2025 and shared with Valuer:
Rent INR psf Rent INR psf Rent INR psf
Floors per month per month per month
(Year 1-3) (Year 4-6) (Year 7-9)
Fifth Floor 79.81 92.21 106.74
Seventh Floor 80.12 91.55 103.22
Ninth Floor 77.79 90.91 105.69
Eleventh Floor 78.94 91.06 103.56
Twelfth Floor 77.83 89.28 103.36
Thirteenth Floor 84.15 88.55 102.51
Weighted Average Rent INR per square foot per
79.78 90.59 104.18
month
Lock-In Period Expiry Analysis
WALIE (weighted average lock-
in expiry) of the Subject
Property assuming that CO will
become the tenant at Subject
Property considering the
binding BTS signed between
Client and shareholders of CO is
estimated to be approx. 1.75
(One point Seven Five) years.
Graph alongside presents
proposed occupied area lock-in
expiring between FY2025-26 to
FY 2029-30:
Leave and License Expiry Analysis
WALE (weighted average leave
and license expiry) of the
Subject Property considering
existing tenancies at Subject
Property which will continue
unchanged basis the binding
BTS, and SPA that will be
signed at a future date, signed
between Client and
shareholders of CO is 3.21
(three point Two One) years.
Graph alongside presents
proposed occupied area
expiring between FY 2025-26 to
FY 2029-30:
KZEN VALTECH PRIVATE LIMITED - 33 -Valuation Report | G-Corp Tech Park, Thane
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 THANE OFFICE MARKET
Thane in the early days was a prominent industrial zone. Wagle Estate MIDC was one of the
earliest industrial estates in the Mumbai Metropolitan Region in 1962. Wagle Estate
subsequently remained a key zone for industrial and later commercial development.
Thane City is bounded by the Pokhran Road on the west, the Eastern Express Highway to the
north and extends towards the Thane Belapur Road in the East. Development of Ghodbunder
Road as an office market is more of a recent phenomenon compared to Wagle Estate. During
early 2000s, the infrastructure improvements including road widening has been beneficial for
overall development in Thane. Thane’s major USP was that it had large land parcels suitable
for campus developments in MMR.
With Mumbai struggling to manage development needs, boundaries expanded to satellite
towns and Thane began its transition from being primarily an industrial area to a commercial
hub. The IT/ITES Policy of 1998, which was later revised and updated in subsequent years,
played a crucial role in shaping Thane's transformation from an industrial suburb to a
prominent IT destination. With the policy aimed to promote growth in IT sector across the
state, which included satellite cities like Thane, the office market here is dominated by IT stock,
thus becoming an attractive destination for the IT companies looking to setup operations.
Ghodbunder Road's office market developed more organically in response to market demands
and urban expansion.
In 2023, MIDC announced major redevelopment plan for Wagle Estate, it aimed at
modernization, infrastructure upgrade and increased FSI in certain parts of Wagle Estate to
allow higher-density development. The plan included converting parts of the industrial zone
into a mixed-use area, allowing for both commercial and residential developments. Thane
being competitive in the standard of living attracted lot of talent to the city in the MMR. This
supported the growth of the office market making it lucrative for the investors/developers as
well as the organizations setting up their offices.
Thane – A sustainable Live-Work-Play ecosystem
Thane has evolved from an industrial town to a thriving satellite city that offers better planned
developments, robust social infrastructure and a rapidly growing residential market.
• With 10.5 mn sq ft Grade A office stock currently, Thane has seen its stock double over
the past decade. Around 16% of the current stock is currently of a Built-to-Suit to lease
type and is 100% leased.
• Thane City during last 3 years (2022-2024) has an average share of 21% (average
annual sales of ~12,000 units in Thane City) in overall residential sales in Mumbai
(including Mumbai Municipal limits, Navi Mumbai and Thane City) and a similar 20%
share in launches (average annual launches of ~14,000 units in Thane City)
• The residential market offers well-planned integrate residential communities along with
standalone developments with the presence of large national developers, with prices
which are lower by 20-22% from the eastern suburbs and 35-40% compared to western
suburbs.
KZEN VALTECH PRIVATE LIMITED - 34 -Valuation Report | G-Corp Tech Park, Thane
• It also has an organized retail stock of 1.8 mn sq ft - ~14% share in Mumbai’s retail mall
stock.
Thane – The city of the future
With a spate on infrastructure projects underway which can enhance connectivity from and to
Thane to other major nodes across the city, Thane with its holistic ecosystem is poised to reap
the benefits of these ongoing development works. Multi-modal connectivity and plans for an
internal metro ring line further will improve accessibility within Thane City, progressively paving
the way for an intense period of development in the future. The current residential and social
infrastructure ecosystem is a fertile ground for commercial development in the future with the
cluster expected to be a prominent location for campus-styled projects as well as tech
operations to be housed here.
Map 6.1: Major upcoming infrastructure projects in the Thane submarket
Table 6.1: Overview of Thane office submarket
Thane Overall Thane Built to Suit Thane Grade A+
For Lease
Completed Stock, mn sq ft 10.5 1.7 4.9
Vacancy, % 13.2% 0% 2.4%
Net Absorption, mn sq ft (2019 – 2024) 3.0 0.5 1.6
New Completions, mn sq ft (2019 – 2024) 3.7 0.5 1.6
Average Rent,INR/sq ft/month 70.0 73.1 75.8
Cumulative Rent Growth Post Covid, % 7.3% 12.7% 15.2%
(2022-2024)
Source: JLL Research, Q4 2024
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.
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6.3 THANE OFFICE MARKET DYNAMICS – DEMAND, SUPPLY, VACANCY, AND
RENTAL TRENDS
Thane has evolved rapidly from a distant industrial town to a real estate destination within
MMR. The factors contributing to Thane's growing popularity as a hub for commercial office
space is its strategic location that offers excellent connectivity, the area's recent economic
growth, cost effectiveness of commercial real estate, and excellent project options that meet
the needs of businesses from diverse sectors. Relatively affordable office rentals in Thane in
comparison to the country’s financial capital, have resulted in many office occupiers
considering Thane as a viable option for their footprint expansion or relocation. Furthermore,
a pipeline of mega infra projects in Thane have also been attracting several corporates and
MNCs from IT/ITeS, Pharma, BFSI, R&D and logistics sectors have been looking to
consolidate in Thane. With several companies trying to minimize their overall costs, corporates
and start-ups have been shifting their base to Thane, attracted by its competitive rentals and
cost effectiveness.
Thane’s residential sector expansion offering affordable housing options to end users, the city
being a part of the Smart Cities Mission and its excellent social infrastructure including reputed
schools, hospitals and malls have also added to Thane’s popularity as an emerging office
destination. Thane’s existing road and rail network and those in the pipeline like proposed
railway station between Thane and Mulund, extension of the Eastern Freeway to Thane,
upcoming Thane-Borivali Twin Tunnel, (India’s longest and largest urban tunnel project),
proximity of Thane to the proposed Navi Mumbai International Airport, expanding Metro
network, the upcoming Thane-Kalyan Waterway Project and the Eastern Motorway extension
from Thane to Kalyan have all attributed to Thane’s growth as a prominent office hub.
Map 6.2: Prominent Office Developments in the Thane submarket
Prominent Prominent Tenants
Projects
1 iThink Thane Tata Motors Finance,
Tata Capital, Techint
India, WTW Global
2 Neptune Element Kotak Mahindra Bank
3 Kalpataru Prime CMA CGM, Awfis,
Conneqt Business
Solutions
4 TCS Olympus TCS
5 Lodha Amara Deloitte, DST
iThink Worldwide, C Edge
Technologies
6 Quantum IDFC Bank, AS Agri
and Aqua LLP, AAK
Kamani, Forecepoint
Software
Source: JLL Research
Thane has witnessed a steady supply addition of around 1.0 mn sq ft during 2019-2021,
accounting for 15-20% of the total Grade office supply in Mumbai. With demand almost being
at par, the vacancy levels remained steady ranging between 13.5-14.5%. Year 2021, however
was an exception with demand being much less than the supply addition, resulting in a sudden
KZEN VALTECH PRIVATE LIMITED - 36 -Valuation Report | G-Corp Tech Park, Thane
spike in Thane’s office market vacancy to 21.2%, mostly explained by the COVID impact. The
post pandemic years of 2022-2024 have seen healthy traction both in terms of supply and
demand thereby vacancy getting back to its previous level of 13-15%. Demand
complementing supply in recent years have well resulted in sustained rental growth in the
submarket, which however remained undeterred even during the pandemic period.
Figure 1 New completions, net absorption, and vacancy trends – Thane
2
24%
22%
21.2%
20%
19.0%
18%
1.3
tf
q s n m
n
1 14.5% 0.9 14.2%
1.113.8 1%
.0 13.9% 1.0 14.7% 15.4% 13.2%
111 246 %%%
% y c n
a
i
a
c
a
e 0.7 0.8 0.7 10% V
rA 0.6
0.5 8%
0.4 0.4 0.3 6%
0.3 4%
0.1 0.2 0.1
2%
0.0
0 0%
2016 2017 2018 2019 2020 2021 2022 2023 2024
New Completions (LHS) Net Absorption (LHS)
Source: JLL Research, Q4 2024
Figure 2 Thane Vacancy trend – Grade A+ vs Grade A
30%
25% 27.3%
26.2%
25.2%
24.4%
23.6% 23.4%
20% 22.3% 22.6%
20.7% 16.83%
%
y
c n15%
a
c
a
V
10%
6.56%
5.95%
5.07%
3.70% 4.15%
5%
2.39% 2.39%
0.77%
0%
2016 2017 2018 2019 2020 2021 2022 2023 2024
Grade A Grade A+
Source: JLL Research, Q4 2024
Since 2016, Thane's overall rental values have shown a CAGR of ~1.5%. However, Grade A+
assets in the area are experiencing a more robust growth, with rental values increasing at a
3.1% CAGR. As of December 2024, the submarket's average rents for Grade A offices are
INR 70.0 per sq ft per month, while Grade A+ offices command INR 75.8 per sq ft per month.
KZEN VALTECH PRIVATE LIMITED - 37 -Valuation Report | G-Corp Tech Park, Thane
Figure 3 Thane Rental trend Index
130 127.7
Grade A+ Pre-Covid CAGR: 2.3% Grade A+ Covid CAGR: Grade A+ Post-Covid CAGR: 4.8%
125 OverallPre-Covid CAGR: 1.7% 1.7% Overall Pre-Covid CAGR: 2.4%
Overall Covid CAGR: -
119.7
0.1%
120
0 114.8
0
1 = 115
6 110.8
1
0 109.3
2
:x 110 107.1 112.5
e
d
n 103.5 109.3
I
tn
105
100.9 106.7
e R 100.0 105.2 105.0 104.9
100
101.9
100.0 100.3
95
90
2016 2017 2018 2019 2020 2021 2022 2023 2024
Overall Grade A+
Source: JLL Research, Q4 2024
Classification of Office Stock
Based on quality
Thane submarket contributes 6.8% of total office stock in Mumbai. Of the total office stock in
Thane, ~47% is of superior quality which amounts to ~4.9 mn sq ft. The rest is average quality
office stock. What is relevant to note is that the superior Grade office stock has a vacancy rate
of 2.4%, significantly higher than the vacancy in the rest which stands 22.6%, clearly outlining
the strong and sustained occupier demand and tenancy tenures in better quality assets.
Figure 4 Distribution of office stock based on ownership – Thane
Grade A+
Grade
46.6%
A
53.3%
Source: JLL Research, Q4 2024
KZEN VALTECH PRIVATE LIMITED - 38 -Valuation Report | G-Corp Tech Park, Thane
Based on ownership
55.1% of Thane’s Grade A office stock, aggregating to ~5.8 mn sq ft is strata owned, the
remaining 4.7 mn sq ft is divided, with majority of ~36.9% under non-institutional single
ownership and the rest being institutionally owned. There is only a solitary project under
institutional ownership making it a unique asset which stands out for its professional tenant
management and high occupancy levels.
Figure 5 Distribution of office stock based on ownership – Thane
Non-
Institutional
36.9%
Strata
55.1%
Institutional
8.0%
Source: JLL Research, Q4 2024
Based on type of usage
With the IT Policy being the major driver of widening the spatial spread of commercial
development, Thane has an overwhelming three-fourth of its office stock designated for IT
usage. IT stock enjoys superior occupancy levels, with vacancy at just 8.2% compared to Non-
IT stock where vacancy levels stand at 29%.
Figure 6 Distribution of office stock based on usage type – Thane
Non IT
24.8%
IT
75.2%
Source: JLL Research, Q4 2024
KZEN VALTECH PRIVATE LIMITED - 39 -Valuation Report | G-Corp Tech Park, Thane
Based on Green Certification
Thane office market has ~47% of its operational office stock which is green certified. With the
green certified stock enjoying occupancy levels of over 90%, there is clear premium enjoyed
by such assets compared to the rest. The occupancy in green-certified assets is higher by 590
bps compared to non-certified stock in the Thane office market.
Figure 7 Distribution of office stock based on Green Certification – Thane
Green
Non
46.8%
Green
53.2%
Source: JLL Research, Q4 2024
6.4 RECENT CAPITAL TRANSACTIONS & LEASE TRANSACTIONS – THANE
OFFICE SECTOR
Indicative Cap Rates for Key Office Sector Investment deals
Capital Average
Leasab
Sr. Property Micro Value Rentals* Net Transacted
City le Area
No. Name Market (INR per (INR/Sq.ft./ Yield Period
(sq ft)
sq ft) Month)
1 Mumbai The Capittal Thane 2,697 10,990 72 7.9% Q1 2025
Tree
2 Mumbai The Capittal Thane 5,453 10,822 70 7.8% Q1 2025
Tree
3 Mumbai Konar Thane 6,988 13,122 73 6.7% Q4 2024
Business Park
4 Mumbai Highland Thane 1,743 11,189 65 7.0% Q4 2024
Corporate
Centre
5 Mumbai Sun Thane 4,971 7,041 50 8.5% Q3 2024
Magnetica
6 Mumbai Kapil Thane 1,514 12,063 75 7.5% Q1 2024
Continental
7 Mumbai Solus Thane 670 11,954 70 7.0% Q2 2023
* Average net rentals adjusted for the grading of the building as there are no recent lease
transactions in the above buildings
KZEN VALTECH PRIVATE LIMITED - 40 -Valuation Report | G-Corp Tech Park, Thane
Based on the above table, average transaction yield/cap rate works out to 7.49%. It may be
noted that all above transactions are of smaller size and strata sales, which typically trade at
lower cap rate.
Prominent Lease Transactions in Thane office submarket, during 2023-2024
Projects Grade Year Quart Area Rent Tenant Tenant Gcc/
er Leased (Inr/ Sq Industry Non-
(Sq Ft) Ft/Month) Gcc
Zenia A 2024 2Q 36,642 105-110 BNP Paribas India BFSI Non-
Solutions Private GCC
Limited
Bellon A 2024 4Q 34,926 65-70 Awfis Space Co- Non-
Solutions Private working GCC
Limited Provider
Neptune A+ 2024 4Q 26,140 60-65 Kotak Mahindra BFSI Non-
Element Bank Limited GCC
Lodha A 2024 1Q 21,598 70-75 Yethi Consulting IT & ITeS Non-
Supremu Private Limited GCC
s 2
Lotus A 2024 3Q 18,656 40-45 Voitekk Softsol Manufact Non-
Park Private Limited uring/Ind GCC
ustrial
Amfotech A 2024 1Q 16,500 120-125 5Paisa Capital BFSI Non-
IT Park Limited GCC
Bellona A 2024 1Q 14,013 70-75 Skillflex Business Miscellan Non-
Outsourcing eous GCC
Support Services
Bellona A 2024 1Q 14,013 70-75 Celagenex Healthcar Non-
Research India e/Life- GCC
Private Limited science
Accel A 2024 3Q 11,846 65-70 Motilal Oswal BFSI Non-
House Financial Services GCC
Limited
Lodha A+ 2023 3Q 54,903 60-65 C Edge IT & ITeS Non-
Amara Technologies GCC
iThink Private Limited
Tower A
Quantum A+ 2023 3Q 52,042 65-70 IDFC First Bank BFSI Non-
Limited GCC
Bellona A 2023 2Q 38,057 65-70 Huhtamaki India Manufact GCC
Limited uring/Ind
ustrial
Lodha A+ 2023 3Q 26,812 65-70 Raymond Limited Manufact Non-
Amara uring/Ind GCC
iThink ustrial
Tower A
Fenkin 9 A 2023 3Q 14,124 60-65 Nirmal Industrial Manufact Non-
Control Private uring/Ind GCC
Limited ustrial
Lodha A+ 2023 4Q 11,890 90-95 Raymond UCO Manufact Non-
iThink Denim uring/Ind GCC
Thane ustrial
Source: JLL Research, Q4 2024
KZEN VALTECH PRIVATE LIMITED - 41 -Valuation Report | G-Corp Tech Park, Thane
6.5 TRENDS IN GROSS LEASING ACTIVITY
The IT/ITeS sector has historically been the primary driver of office space demand in Thane,
as evidenced by its substantial contribution to gross leasing activity up to 2022. In contrast,
over the past two to three years, the BFSI sector, consultancy businesses, and
manufacturing/industrial sectors have emerged as the leading contributors to gross leasing
activity in Thane. It is interesting to note that most of the demand for these sectors is primarily
focused on accommodating their back-end operations.
Figure 8 Distribution of office stock based on Green Certification – Thane
100%
2%
5% 7% 4% 7% 1%
1% 11% Telecom,Healthcare-
3% Biotech, Real Estate &
90% 11% 9% 7%
Construction
3%
2% 28% 11% Miscellaneous
1%
80% 7%
10%
Manufacturing /
13%
70%
2% Industrial
1%
60% 32% IT & ITeS
28%
77%
50% E-Commerce
77%
40%
12% Co-Working Provider
71%
64%
30%
Consultancy Business
20% 40%
32% BFSI
10%
11%
9%
0% 2%
2016-2019 2020 2021 2022 2023 2024
Yearly Avg
Source: JLL Research, Q4 2024
Thane submarket historically has seen supply-driven absorption as there are limited good
quality, marquee assets. In 2019 and 2020, Thane saw healthy absorption in newly completed
projects leading to occupancy levels of ~95% in operational Grade A+ projects. During the
pandemic year of 2021, supply did not see occupier activity, but immediately upon the market
re-opening, average occupancies ramped back up to 96% and currently are at 97%+ levels,
signaling stable tenancy tenures in such Grade A+ projects.
Figure 9 Grade A+ Stock & Occupancy trends – Thane
KZEN VALTECH PRIVATE LIMITED - 42 -Valuation Report | G-Corp Tech Park, Thane
6.0
4.9 4.9 4.7 4.9 4.8 4.9 4.8
5.0
4.3
4.1 4.1
t f
q s 4.0 3.4 3.2 3.4 3.2
3.9 3.8
n
m 3.0 2.7 2.5
n
i
a 2.0
e
r
A
1.0
0.0
2016 2017 2018 2019 2020 2021 2022 2023 2024
Completed Stock Occupied Stock
Source: JLL Research, Q4 2024
6.6 OUTLOOK – THANE OFFICE SECTOR
Thane with its strategic location and connectivity, competitive office rentals and quality
standard of living has evolved to become a key office destination for housing back-end and
tech operations across a wide industry spread. This is likely to fuel the growth of the flex
segment as well. Demand for quality office space which has been on a steady rise over the
past few years, is likely to gain further momentum with addition of around 1.9 mn sq ft of Grade
A office space during 2025. With demand in Thane’s office sector being largely driven by the
project completions, medium term demand traction is likely to be a bit lower, with less supply
currently being in the pipeline during 2026-2027. Vacancy levels in the submarket’s office
sector shall continue to remain range bound but decline gradually amid limited forecast supply
and steady demand.
Figure 10 Outlook on new completions, net absorption, and vacancy trends – Overall Thane
3 20%
1.9 14.3%
15%
2 13.2%
tf
q
s
n
11.4% 10%%
y
c
n
m n i
a e 1
1.5 a c a V
rA
5%
0.1 0.3 0.2
0 0%
2025F 2026F 2027F
New Completions (LHS) Net Absorption (LHS)
Source: JLL Research, Q4 2024
There is limited vacancy in Grade A+ stock in Thane office market and even with a significant
completion lined up in 2025, vacancy is likely to remain under 9% for A+ assets. With tenant
stickiness and demand for quality assets, we expect that vacancy in the absence of any new
supply baring the one in the immediate term will likely fall to negligible levels over the next
three years.
KZEN VALTECH PRIVATE LIMITED - 43 -Valuation Report | G-Corp Tech Park, Thane
Figure 11 Outlook on new completions, net absorption, and vacancy trends –Grade A+ Thane
3 20%
15%
1.9
2
tf
q
%
y
s
n
10%c
n
m n i
a e 1
8.3% 1.5 a c a V
rA
4.7%
5%
0.3 1.7% 0.2
0 0%
2025F 2026F 2027F
New Completions (LHS) Net Absorption (LHS)
Source: JLL Research, Q4 2024
The overall Grade A projects in Thane are anticipated to experience modest annual rental
value growth of 1-1.5%. In contrast, Grade A+ projects in Thane 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. The rental growth will also be supported by limited Grade
A+ supply coming in the years ahead, aiding more rental premium to be attached to quality
assets. There is only a solitary Grade A+ project lined up for completion over the next three
years. This is Hiranandani Centaurus located within the Hiranandani Estate with a gross
leasable area of 1.9 mn sq ft. Till date, approximately 30% of the asset is already pre-leased
with more deals currently in active stages.
Figure 12 Rental forecast for Thane overall and Grade A+ projects
105
99.5
100
)h 93.9
tn 95
o
m 88.7
/ 90
tf
q 84.0
s / 85
R 79.7
N
I( tn 80 75.8
e
R
e
75
g
a 75.0
re 70 73.0 74.0
v A 70.0 71.0 72.0
65
60
2024 2025F 2026F 2027F 2028F 2029F
Overall Grade A+
Source: JLL Research, Q4 2024
Rent Free Period, and Market Brokerage Norms
Typically, in the Thane micro market on average, the rent free period for new leases is 2-3
months while for renewals it is 1-2 months. However, in certain transactions, basis
negotiations between the parties and the size of the transaction, the rent free period may vary
by an additional 1-2 months. Typical market brokerage norms for leasing and re-leasing of
office space are equivalent to 1- 2 months of gross rent for the space leased, and approx. 1%
of the capital value of office space transacted.
KZEN VALTECH PRIVATE LIMITED - 44 -Valuation Report | G-Corp Tech Park, Thane
7 M V E
ARKET ALUE STIMATE
7.1 ADOPTED PROCEDURE
The market practice in most IT Park 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 / leave and license). 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
leave and license agreement is assessed separately for below aspects, for the rent over a 10-
year time horizon:
▪ Rent roll (and the corresponding current leave and license agreements) were reviewed to
identify tenancy characteristics for the Subject Property. However, this review of current
leave and license agreements is not to be construed as a legal review of the current leave
and license agreements 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 leave and license
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 leave and
license agreements terms for the operational leave and license agreements till the expiry of
the leases or re-negotiation, whichever is earlier. In the case of Subject Property, where leave
and license agreements 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 leave
and license agreements 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 leave
and license agreement 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 - 45 -Valuation Report | G-Corp Tech Park, Thane
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, based on review of the rent roll for the Project, has observed that no new
leasing transactions have been entered in the Subject Property as it has existing
leases to multiple tenants.
Consequently, Valuer has relied on market research prepared by Jones Lang
LaSalle (India), a leading international property consultancy operating in India
since 1995, for the Thane micro-market. Analyses of this market research
revealed that majority of office spaces in Thane micro-market have been recently
leased in the range of INR40-125 per sq.ft. per month, with most of them being
leased in the range of INR60-75 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, being a LEED Platinum rated for operations and
maintenance of the building has the advantage of providing better quality of work
spaces, and excellent location being immediately accessible from Ghodbunder
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. INR75.8 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 the Subject Property.
Consequently, Valuer has looked at IT 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 A projects in Thane 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 Thane 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, aiding more rental premium
to be attached to quality assets. There is only a solitary Grade A+ project lined up
for completion over the next three years as per JLL, which is Hiranandani
Centaurus located within the Hiranandani Estate with a gross leasable area of 1.9
mn sq ft. 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 Thane on a continual basis, who, too, consider an annual
market rent escalation of 5% in the Thane micro-market over a long-term period
to be reasonable.
Estimated Rent-Free Valuer has reviewed the micro-market in detail to estimate the market preference
Period for rent-free periods, both for fresh leases and re-leases of existing tenancies.
Market research provided by JLL indicates that rent-free periods in the Thane
KZEN VALTECH PRIVATE LIMITED - 46 -Valuation Report | G-Corp Tech Park, Thane
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 /
leave and license agreements and enter into lease / leave and license 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 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 Rate The capitalization rate adopted for valuing the assets has been based on various
factors 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 over last 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 in
Subject Property micro-market. 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
IVS2022, and estimated the current capitalization rate for Subject Property to be
8.25% as indicated in the table on the following page:
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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 8.25%.
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 reasonably and readily available in the public domain. Source for this
information on capitalization rates is JLL’s market research.
Based on the above calculations and estimates, Valuer has adopted an exit
cap rate of 8.25% 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.
Estimated Brokerage JLL’s market research indicates that typical leasing brokerage charges for fresh
leases and re-leases in Thane 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.
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Perpetual Vacancy Structural vacancy, or perpetual vacancy, is inherent to office spaces where there
is 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 / leave
and license agreements tenure than average lease / leave and license
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 / Leave and Lease / leave and license agreements tenures for office spaces in India have been
License agreements observed to be typically 5 years, structured with rent escalations of ~15% once
Tenure 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 / leave and license agreements tenure period,
with the average annual amortized cost being lesser over the longer lease / leave
and license agreements tenure period. Further, a longer lease / leave and license
agreements 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 / leave and license agreements 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 / leave and license
agreements tenures to converge to ~5 + 5 years. Valuer has, therefore, assumed
lease / leave and license agreements tenure of ~5 + 5 years, both for fresh leases
and re-leases.
Transaction Cost on JLL’s market research indicates that brokerage paid for capital transactions of
Sale commercial 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 Rate] Discount 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 Titania SMREIT will be listed as a single-entity, unitholders
of Propshare Titania 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 Titania 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) 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, estimated the cost of equity of
~12.5% taking into consideration these investor expectations. 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 6.99% based on average 10-year
treasury bond yield
• Average annual market returns of 10.6% based on the returns of Nifty 50
Index over the past 10 years (Equity risk premium of 3.6%)
• Beta of 1.56 has been calculated using constituents of Nifty Realty Index as
well as four 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 Titania
SMREIT, and no further debt will be issued once Propshare Titania SMREIT has
been listed. Consequently, debt/equity ratio for this Subject Property has been
considered to be 0 (zero).
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),
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and incorporating inputs as indicated earlier in this section, WACC for Propshare
Titania SMREIT is calculated to be approx. 12.50%.
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 BTS states that agreed upon rental is all inclusive of parking
rent, fit-outs, etc., which will be included without any changes in the SPA whenever
it is executed.
Miscellaneous Income Not considered as BTS states that agreed upon rental is all inclusive of parking
rent, fit-outs, etc., which will be included without any changes in the SPA whenever
it is executed.
Annual Insurance As provided by Client
Premium Payable
Annual Lease / Leave and Based on annual lease / leave and license agreements rental / property tax for the
License agreements Subject Property as provided by Client
Rental / Property Taxes
Asset Management Fee Not applicable as indicated by Client
Margin on CAM 20%, as indicated by Client
Revenue Escalation Based on term-led 1-yearly escalation on the contracted rent
Rent Free Period Based on the trend prevalent in the submarket, appropriate rent free periods from
lease / leave and license 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.
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7.5 ABSORPTION/LEASING VELOCITY AND OCCUPANCY PROFILE
Occupancy profile of the Subject Property is as follows:
▪ ~51.9% space is taken by BFSI Sector, ~31.4% space is taken by Technology sector, and
the balance ~16.7% space is taken by Healthcare & Lifesciences:
Source: Analysis of Client-provided rent roll, March 2025
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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
Previous Valuation Reasons for change in
Parameters Key Assumptions / Inputs Remarks / Basis / Source Assumptions / Inputs Assumptions / Inputs from
[31 December 2024] previous valuation
Cash Flow Period
As indicated by Client and as required by
Valuation Date 31 March 2025 31 December 2024 As indicated by Client
SEBI
Leases for IT 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
Explicit Rent Forecast Period / No change as there has been no
10 years on market value of the Subject Property. 10 years
Cash Flow Period change in market practice
Since all 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 flow Derived basis valuation date and
Cash Flow Exit Period 31 March 2035 period 31 December 2034 cash flow period
Source: Valuer Source: Valuer
Asset Details
As per the information provided by the Client No change indicated by Client
Total Leasable Area 4,37,973 sq. ft. 4,37,973 sq. ft.
Source: Client Source: Client
As per the information provided by the Client No change indicated by Client
Leased Area 4,37,973 sq. ft. 4,37,973 sq. ft.
Source: Client Source: Client
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Previous Valuation Reasons for change in
Parameters Key Assumptions / Inputs Remarks / Basis / Source Assumptions / Inputs Assumptions / Inputs from
[31 December 2024] previous valuation
As per the information provided by the Client No change indicated by Client
Vacant Area / Vacancy 0 sq. ft. (0%) 0 sq. ft. (0%)
Source: Client Source: Client
Considering to-be-contracted terms and
conditions as indicated in SPA till end of last
No change observed in market
lock in period, thereafter as per market
conditions (competing supply
benchmarks for small to medium scale
continues to exist since the previous
Vacancy Allowance 2% of Base Rent Grade A IT Park office spaces as observed 2% of Base Rent
valuation).
by Valuer during discussions with market
sources and confirmed and represented by Source: Valuer and JLL’s market
research
JLL.
Source: Valuer and JLL’s market research
As per the information provided by the Client No change indicated by Client
Area to be Leased 0 sq.ft. 0 sq.ft.
Source: Client Source: Client
As prevalent in the micro-market basis No change as there has been no
Rent Free Period for Existing
Valuer’s discussions with market sources change in market practice
Lease / Leave and License Nil Nil
and confirmed and represented by JLL
Source: Valuer and JLL’s market
agreements Rollovers
Source: Valuer and JLL’s market research research
As prevalent in the micro-market basis No change as there has been no
Rent Free Period for New
Valuer’s discussions with market sources change in market practice
Lease / Leave and License 3 months 3 months
and confirmed and represented by JLL
Source: Valuer and JLL’s market
Agreements
Source: Valuer and JLL’s market research research
Revenue Assumptions
Actual rentals as per the Rent Actual rentals as per the
Term Leave and License As per the information provided by the Client No change indicated by Client
Roll including additional charges Rent Roll including
Agreements Rentals Source: Client Source: Client
(if any) additional charges (if any)
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Previous Valuation Reasons for change in
Parameters Key Assumptions / Inputs Remarks / Basis / Source Assumptions / Inputs Assumptions / Inputs from
[31 December 2024] previous valuation
Leave and License Please refer opinion on Minor changes as instructed by
As per the information provided by the Client
Agreements Commencement Presented in table below market value report dated Client
Source: Client
Date 31 December 2024 Source: Client
Leave and License
Floor Unit Tenant
Commencement Date
13 1301 to 1304 Tenant 01 Feb-23
12 1201, 1202, 1203, 1204 Tenant 02 Dec-20
11 1101 to 1104 Tenant 03 Oct-23
11 1103 Tenant 04 Feb-25
11 1102 Tenant 04 Oct-24
9 902 Tenant 05 May-24
9 901 Tenant 06 Sep-24
7 701-703 Tenant 04 Feb-25
7 703 & 3A Tenant 07 May-24
7 703 & 3A Tenant 08 May-24
7 1A & 4 Tenant 03 Dec-22
5 501 Tenant 07 Apr-23
5 502 Tenant 09 Apr-23
5 503 Tenant 10 Apr-23
5 504 Tenant 06 Apr-23
5 505 Tenant 11 Apr-23
5 506 Tenant 08 Apr-23
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Previous Valuation Reasons for change in
Parameters Key Assumptions / Inputs Remarks / Basis / Source Assumptions / Inputs Assumptions / Inputs from
[31 December 2024] previous valuation
Please refer opinion on Minor changes as instructed by
As per the information provided by the Client
Rent Commencement Date Presented in table below market value report dated Client
Source: Client
31 December 2024 Source: Client
Floor Unit Tenant Rent Commencement Date
13 1301 to 1304 Tenant 01 Jun-23
12 1201, 1202, 1203, 1204 Tenant 02 Dec-20
11 1101 to 1104 Tenant 03 Jan-24
11 1103 Tenant 04 Feb-25
11 1102 Tenant 04 Feb-25
9 902 Tenant 05 Nov-24
9 901 Tenant 06 Dec-24
7 701-703 Tenant 04 Feb-25
7 703 & 3A Tenant 07 Oct-24
7 703 & 3A Tenant 08 Oct-24
7 1A & 4 Tenant 03 Feb-23
5 501 Tenant 07 Aug-23
5 502 Tenant 09 Aug-23
5 503 Tenant 10 Aug-23
5 504 Tenant 06 Aug-23
5 505 Tenant 11 Aug-23
5 506 Tenant 08 Aug-23
Escalation in rentals as per
Derived basis BTS confirmed by
Escalation in rentals as per the the Rent Roll for the No change in Rent Roll as indicated
shareholders of CO to Client and shared by
Rent Escalation Rent Roll for the validity period of validity period of the and confirmed by Client
Client with Valuer
the leases, i.e., 5% every 1 year leases, i.e., 5% every 1 Source: Client
Source: Client
year
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Previous Valuation Reasons for change in
Parameters Key Assumptions / Inputs Remarks / Basis / Source Assumptions / Inputs Assumptions / Inputs from
[31 December 2024] previous valuation
The lease transactions in Grade A IT Park
office space in the said micro market are
recorded in the range of INR 70 – 76 per sq.
ft. per month. Please refer table titled
Prominent Lease Transactions in Thane
No change observed in market
office submarket, during 2023-2024 on
pricing rentals since the previous
Page 41 of this report.
Market / Marginal Rent – Office INR 75.8 per sq. ft. per valuation.
INR 75.8 per sq. ft. per month Based on the market benchmarking of
for FY25 as of 31 March 2025 month
Source: Market information provided by
recent leases on aspects such as location,
JLL; rent benchmarking calculations
size of transaction, type of development etc.
undertaken by Valuer
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
As prevalent in the market basis Valuer’s
discussions with market sources and Not considered in this opinion on
confirmed and represented by JLL. This market value basis Client’s
Additional Income 0.00% 1.00%
income if likely from kiosks, marketing instruction.
activities, etc. Source: Client
Source: Valuer and JLL’s market research
Market Rent - Car Parking As confirmed by Client with reference to No change in BTS since the previous
Space for FY25 as of 31 March Not Applicable BTS Not Applicable valuation.
2025 Source: Client Source: Client
Considering the historical growth rate and
the current market dynamics Valuer has
assumed a market rent growth of 5% per No change observed in market rent
Market Rent Growth from
5% per annum annum for the Subject Property. This has 5% per annum growth since the previous valuation.
FY26
also been confirmed and represented by Source: JLL
JLL.
Source: JLL
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Previous Valuation Reasons for change in
Parameters Key Assumptions / Inputs Remarks / Basis / Source Assumptions / Inputs Assumptions / Inputs from
[31 December 2024] previous valuation
Term Leave and License As provided by Client No change indicated by Client
5 years + 5 years 5 years + 5 years
Agreements’ Tenure Source: Client Source: Client
No change as there has been no
Assumed Occupancy upon As indicated in Table 7:1. change in market practice
98 % 98 %
reversion to market Source: Valuer and JLL’s market research Source: Valuer and JLL’s market
research
Maintenance Services No change indicated by Client
As provided by Client INR 8.35 per sq. ft. per
Expense / CAM Expense for INR 8.35 per sq. ft. per month Source: Client
Source: Client month
FY25 as of 31 March 2025
Maintenance Services Income No change indicated by Client
As provided by Client INR 10.02 per sq. ft. per
/ CAM Income for FY25 as of INR 10.02 per sq. ft. per month Source: Client
Source: Client month
31 March 2025
Operating Cost Assumptions
As prevalent in the market basis Valuer’s No change as there has been no
discussions with market sources and 2-month payable on base change in market practice
Brokerage - New Leases 2-month payable on base rent
confirmed and represented by JLL rent Source: Valuer and JLL’s market
Source: Valuer and JLL’s market research research
As prevalent in the market basis Valuer’s No change as there has been no
Brokerage - Renewals / discussions with market sources and 1 month payable on base change in market practice
1 month payable on base rent
Release confirmed and represented by JLL rent Source: Valuer and JLL’s market
Source: Valuer and JLL’s market research research
Maintenance Services Cost /
As provided by Client INR 8.4 per sq. ft. per No change indicated by Client
CAM Expense for FY25 for INR 8.4 per sq. ft. per month
Source: Client month Source: Client
FY25 as of 31 March 2025
Property Tax as of 31 March As provided by Client INR 1.5 per sq.ft. per No change indicated by Client
INR 1.5 per sq.ft. per month
2025 Source: Client month Source: Client
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Previous Valuation Reasons for change in
Parameters Key Assumptions / Inputs Remarks / Basis / Source Assumptions / Inputs Assumptions / Inputs from
[31 December 2024] previous valuation
Insurance Premium as of 31 As provided by Client INR 0.2 per sq.ft. per No change indicated by Client
INR 0.2 per sq.ft. per month
March 2025 Source: Client month Source: Client
The annual cost escalation/inflation rate
has been assumed at 5.0%, based on
No change as there has been no
Cost Escalation (CAM consumer inflation trends in the Indian
change in market conditions
Expenses, Property Tax, and 5% per annum economy. This rate represents the average 5% per annum
Insurance Premium) inflation observed over the past decade, Source: Valuer and JLL’s market
research
covering the period from 2015 to 2024
Source: Valuer and JLL’s market research
As provided by the Client in line with Cost
CAM Escalation (Income) from No change indicated by Client
5% per annum Escalation (CAM Expenses) 5% per annum
FY 25 onwards Source: Client
Source: Client
Other Assumptions
As prevalent in the market basis Valuer’s
discussions with market sources and No change as there has been no
confirmed and represented by JLL. This is change in market practice
Transaction Cost on Sale 1% of Terminal Value 1% of Terminal Value
to be incurred towards brokerage and
Source: Valuer and JLL’s market
transaction cost. research
Source: Valuer and JLL’s market research
As provided by the Client No change indicated by Client
Other Operating Expenses Not Applicable Not Applicable
Source: Client Source: Client
As indicated by Client, no major
refurbishment and/or maintenance is
Capital Expenditure for No change indicated by Client
INR 5 Million required for Subject Property basis the NIL
Maintenance Source: Client
maintenance schedule for Subject Property
Source: Client
As provided by the Client No change indicated by Client
Property Management Fees Not Applicable Not Applicable
Source: Client Source: Client
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Previous Valuation Reasons for change in
Parameters Key Assumptions / Inputs Remarks / Basis / Source Assumptions / Inputs Assumptions / Inputs from
[31 December 2024] previous valuation
Pending Debt, Dues, Arrears,
hypothecation, among other As provided by the Client No change indicated by Client
NIL NIL
possible cash outflows from Source: Client Source: Client
Subject Property
No major change observed in market
Please refer Table 7.1 for explanation and dynamics and expectations of
more details on this aspect Adopted Discount Factor: market participants, as confirmed by
Discounting Rate / WACC Adopted Discount Factor: 12.50%
Source: Valuer based on information available 12.50% JLL, since the previous valuation.
from other sources, and JLL Source: Valuer based on information
available from other sources, and JLL
Capitalized using long-
No major change observed in market
Capitalized using long-term net term net yield rate of
Please refer Table 7.1 for explanation and dynamics and expectations of
yield rate of 8.25% (post yield 8.25% (post yield
more details on this aspect market participants, as confirmed by
Cap Rate for Terminal Value shrinkage). shrinkage).
Source: Valuer based on information available JLL, since the previous valuation.
Capitalized based on the Net Capitalized based on the
from other sources, and JLL Source: Valuer based on information
Cash Flows of the 11th year Net Cash Flows of the 11th
available from other sources, and JLL
year
Cash flows have been
drawn on quarterly basis
Cash flows have been drawn on
for a period of 10 years,
quarterly basis for a period of 10
Value assumptions as practiced in the considering both cash No change observed in prevalent
years, considering both cash
market basis Valuer’s discussions with inflows and outflows. market practice since the previous
inflows and outflows. Cash flows
Cash Flow Configuration market sources and confirmed and Cash flows of terminal valuation
of terminal year is then capitalized
represented by JLL year is then capitalized Source: Valuer based on information
and adjusted with transaction
Source: Valuer and JLL’s market research and adjusted with confirmed by JLL
costs, to estimate the terminal
transaction costs, to
value.
estimate the terminal
value.
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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:
Table 7.4: Opinion on Market Value of the Subject Asset
Component Leasable Area Opinion on Market Value Percentage
(sq. ft.) (INR Million) Share
IT Park Office Space - Completed 4,37,973 4,939.15 100%
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 4,37,973 sq.ft. on Floors 5 (part), 7, 9, 11, 12, and 13, which
is part of G-Corp Tech Park, located at Survey Nos. 14, 15, 16/1 to 4, 29/1 to 5, 30,31/1 to 6,
32, 33, 34, Sector VI, Village Vadavali, Sai Nagar, Anand Nagar, Ghodbunder Road, Thane -
400615, Maharashtra, INDIA, as on 31st March 2025 is estimated to be approx. INR
4,939,150,000/- (Indian Rupees Four Billion Nine Hundred Thirty-Nine Million One
Hundred Fifty Thousand).
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, and BTS which will be followed by successful execution of SPA on a
future date, which Client has confirmed will be binding on Client, Client’s nominated companies and/or SPVs, and the
current shareholders of the SPV, namely CO:
a) LO indicates that complete ownership and rights and interests in Subject Property are with CO.
b) Client has represented that BTS provided by Client confirms that proposed SPA that will be executed in due
course of time but before listing of the Propshare Titania SM REIT, will be binding on shareholders of CO, and that
complete ownership and rights and interests in Subject Property will devolve to the Client when the SPA is
executed.
c) Client has represented that BTS has also confirmed that Client will be the sole, primary, and exclusive beneficiary
of all cash flows from the Subject Property from the dates indicated in the aforementioned BTS upon successful
execution of the SPA.
d) LO further states that there are no arrears and/or payments due to any government authority(ies) and/or banks
and/or financial institutions and/or any other creditor(s) who may have the first and/or subsequent charges 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 pertaining to the legal
ownership of CO 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 the LO with respect to ownership, rights, and interests in the Subject Property, among other
aspects stated in the LO. In the event that the LO with respect to ownership, rights, and interests, liens, encumbrances,
debt, among other aspects related to and in the Subject Property along with Client’s representation(s) and CO’s
representation(s) on executed BTS and successful execution of SPA, is not valid as on the valuation date and Propshare
Titania SM REIT has no or limited ownership, rights, and/or interests in the Subject Property as on valuation date, 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.
Table 7.5 Ready Reckoner Rates applicable to Subject Property on 31 March 2025
Component Ready Reckoner Rate (INR per sq m.)
IT Park Office (Built-Up Area) 1,09,100
Note: The mentioned guideline value is as per 31st March 2025. please refer Annexure – 5 for more details on this aspect.
KZEN VALTECH PRIVATE LIMITED - 61 -Valuation Report | G-Corp Tech Park, Thane
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
4,834.10 5,047.44
-0.25% +0.25%
Terminal Capitalization Rate
5,012.22 4,939.15 4,870.37
-0.25% +0.25%
WACC
5,018.54 4,861.46
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A – 1: E B S (“BTS”)
NNEXURE XTRACT OF INDING TERM HEET
Presented below is screenshot of an extract of the BTS signed between Client and sellers of the Subject Property:
Source: Client, February 2025
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A – 2A: L P S P S
NNEXURE AYOUT LAN OF THE UBJECT ROJECT AND UBJECT
P : 5 F
ROPERTY TH LOOR
Source: Base Map and confirmation on tenant area outline provided by Client; February 2025. RV-E has merely presented these outlines 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.
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A – 2B: L P S P S
NNEXURE AYOUT LAN OF THE UBJECT ROJECT AND UBJECT
P : 7 F
ROPERTY TH LOOR
Source: Base Map and confirmation on tenant area outline provided by Client; February 2025. RV-E has merely presented these outlines 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.
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A – 2C: L P S P S
NNEXURE AYOUT LAN OF THE UBJECT ROJECT AND UBJECT
P : 9 F
ROPERTY TH LOOR
Source: Base Map and confirmation on tenant area outline provided by Client; February 2025. RV-E has merely presented these outlines 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.
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A – 2D: L P S P S
NNEXURE AYOUT LAN OF THE UBJECT ROJECT AND UBJECT
P : 11 F
ROPERTY TH LOOR
Source: Base Map and confirmation on tenant area outline provided by Client; February 2025. RV-E has merely presented these outlines 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.
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A – 2E: L P S P S
NNEXURE AYOUT LAN OF THE UBJECT ROJECT AND UBJECT
P : 12 F
ROPERTY TH LOOR
Source: Base Map and confirmation on tenant area outline provided by Client; February 2025. RV-E has merely presented these outlines 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 - 68 -Valuation Report | G-Corp Tech Park, Thane
A – 2F: L P S P S
NNEXURE AYOUT LAN OF THE UBJECT ROJECT AND UBJECT
P : 13 F
ROPERTY TH LOOR
Source: Base Map and confirmation on tenant area outline provided by Client; February 2025. RV-E has merely presented these outlines 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.
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A – 3: S K A S
NNEXURE TATEMENT OF EY SSETS FOR THE UBJECT
P
ROPERTY
Sl. No. Equipment Name Make Capacity
1 DG Set Cummins 1500 KVA
2 DG Set Cummins 1500 KVA
3 DG Set Cummins 1500 KVA
4 DG Set Cummins 1500 KVA
5 Transformer VOLTAMP 2000 KVA
6 Transformer VOLTAMP 2000 KVA
7 Transformer VOLTAMP 2000 KVA
8 AHU (37 nos.) Blue Star 5TR x 32, 6TR x 3, 12TR x 2
9 Cooling Tower Bell 700 TR
10 Cooling Tower Bell 700 TR
11 Cooling Tower Bell 700 TR
12 Cooling Tower Bell 700 TR
13 Chiller York 600 TR
14 Chiller York 600 TR
15 Chiller York 600 TR
16 Chiller York 600 TR
17 HVAC (HRU) Blue Star 13,000CFM x 2, 16,200CFM x 1, 19,000 CFM x 6
18 Lifts (Passenger) Thyssenkrup 1600 kg x 10
19 Lifts (Service) Thyssenkrup 1600 kg x 02
Source: Client, as of 31 March 2025
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A – 4: 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 NOC from AΑΙ Airport Authority
of India
2 Development Plan (DP) & Thane Municipal VP No 04-03-2009 Valid up to
Building Plan Corporation (TMC) 2003/081, Completion
TMC/TP-
DP/TPS/799
3 Building Plan Thane Municipal TMC/TP- 04-03-2009 Valid up to
Sanction/Approval Corporation (TMC) DP/TPS/799 Completion
Drawings & Documents
4 Fire NOC/Approval with Thane Municipal Dev Proposal 18-02-2009 Last pre-
Drawings Corporation (TMC)- 2003/081 construction
CFO Office NOC
reference
Found in
Final
NOC
Document.
5 EIA/Environmental Clearance Minitry of 21-246/2006- 17-10-2006 Validity not
from Environment & 01A.III mentioned.
MOEF Forest
6 State Pollution Dept NOC State Pollution BO/RO(p&P)46 26-05-2006 Valid up to
(CFE) Department 8 Completion
7 Commencement Certificate TMC Dev Proposal 03-11-2007 Valid up to
2003/081/ Completion
TMC/TDD/241
8 Lift Inspectorate Liscence Mumbai Industry & ΝΑ 03-12-2009 Valid to
Electricity Authority Operate
9 Approval for Electrical Maharastra State Ref No - 5553 01-11-2013 Valid for
Installation & Electricity Board Operation
Power Sanction
10 Storm Water & Drainage Thane Municipal 2003/080 03-07-2010 Valid to
Connection Corporation (TMC) Operate
NOC Approval
11 Water Supply Connection Thane Municipal 2003/081 28-07-2010 Valid For
Approval Corporation (TMC) Approval
12 Department of Explosive Department of P/WC/MH/15/2 03-02-2023 Valid to
Liscence for Petrolium and 224 Operate
HSD Yard Explosive - Pune (P250614)
B Post-construction
VP No
Thane Municipal Valid for
1 Final Occupancy Certificate 2003/081, 23-04-2010
Corporation (TMC) Occupation.
TMC/TDD/ 48
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S. Date of
Particulars Approval Authority Reference No. Valid upto
No. Approval
Thane Municipal subject to
Dev Proposal
2 Final Fire NOC Certificate Corporation (TMC)- 18-11-2010 periodical
2003/081
CFO Office Renewal
Latest Fire NOC Renewal - Half
Yearly Thane Municipal
MFS/LA/RF-
3 submission of Form B on Corporation (TMC)- - 31-01-2024
568/RD-539
inspection by CFO Office
Licensed Agency
Latest Renewal of Cosent of
MPCB-
Operate State Pollution
4 CONSENT- 11-05-2023 10-05-2028
(CTO) Certificate from State Control Dept
0000156731
Pollution
Approval for Electrical
Maharastra State Valid for
5 Installation & Ref No - 5553 01-11-2013
Electricity Board Operation
Power Sanction
Electrical Inspectorate - Annual Dept of Industry, Valid to
6 NA 09-04-2024
Inspection Report Energy and Labour Operate
Mumbai Industry & Valid to
7 Lift Inspectorate License NA 03-12-2009
Electricity Authority Operate
Sub Annual Lift Inspection Office Of Electrical Valid to
8 NA 04-04-2024
Report Inspectorate (Lift) Operate
Water Supply Connection Thane Municipal Valid For
9 2003/081 28-07-2010
Approval Corporation (TMC) Approval
BEE Certificate Renewal for 5 Burau of Energy Valid to
10 6555 01-01-2024
Star Rating Efficiency Operate
Six Monthly MOEF Compliance
Valid to
11 Report up MOEF NA 01-01-2025
Operate
to Dec @024
Six Monthly Air & Water Quality
State Pollution Valid to
12 Report up NA Jun-24
Control Operate
to Dec @024
LEED Platinum Certificate for
Existing Valid to
13 USGBC LEED NA Nov-24
Building - Operation & Operate
Maintenance
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.
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A – 5: R R R
NNEXURE EADY ECKONER ATE
A S P
PPLICABLE FOR THE UBJECT ROPERTY
Guideline Value as on 31st March 2025
Source: IGR Maharashtra
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A – 6: D C F P
NNEXURE ISCOUNTED ASH LOW ROFILE
01/APR/2024 01/APR/2025 01/APR/2026 01/APR/2027 01/APR/2028 01/APR/2029 01/APR/2030 01/APR/2031 01/APR/2032 01/APR/2033 01/APR/2034 01/APR/2035
31/Mar/2025 31/Mar/2026 31/Mar/2027 31/Mar/2028 31/Mar/2029 31/Mar/2030 31/Mar/2031 31/Mar/2032 31/Mar/2033 31/Mar/2034 31/Mar/2035 31/Mar/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
Base Rental
Office ₹ Mn 4,929.94 400.62 418.70 438.55 453.16 478.53 495.94 520.74 546.77 574.11 602.82 632.96
Total Base Rental ₹ Mn 4,929.94 400.62 418.70 438.55 453.16 478.53 495.94 520.74 546.77 574.11 602.82 632.96
Office ₹ Mn (113.60) (16.63) - (16.65) (30.73) (40.66) (8.92) - - - - -
Total Concessions ₹ Mn (113.60) (16.63) - (16.65) (30.73) (40.66) (8.92) - - - - -
Facility Rentals ₹ Mn 4,816.34 383.99 418.70 421.90 422.43 437.87 487.02 520.74 546.77 574.11 602.82 632.96
CAM Income (PS Units) ₹ Mn 695.49 55.30 58.06 60.96 64.01 67.21 70.57 74.10 77.81 81.70 85.78 90.07
Total Reimbursements & Others ₹ Mn 695.49 55.30 58.06 60.96 64.01 67.21 70.57 74.10 77.81 81.70 85.78 90.07
Revenue from Operations ₹ Mn 5,511.84 439.28 476.76 482.86 486.44 505.08 557.59 594.84 624.58 655.81 688.60 723.03
CAM Expense (PS Units) ₹ Mn (579.58) (46.08) (48.38) (50.80) (53.34) (56.01) (58.81) (61.75) (64.84) (68.08) (71.48) (75.06)
Property Tax ₹ Mn (102.07) (8.11) (8.52) (8.95) (9.39) (9.86) (10.36) (10.87) (11.42) (11.99) (12.59) (13.22)
Insurance Premium ₹ Mn (12.11) (0.96) (1.01) (1.06) (1.11) (1.17) (1.23) (1.29) (1.36) (1.42) (1.49) (1.57)
Total Direct Operating Expense ₹ Mn (693.76) (55.16) (57.91) (60.81) (63.85) (67.04) (70.40) (73.92) (77.61) (81.49) (85.57) (89.85)
Net Operating Income ₹ Mn 4,818.08 384.13 418.85 422.05 422.59 438.04 487.19 520.93 546.97 574.31 603.03 633.19
Brokerage Fee ₹ Mn (75.93) (11.09) - (15.33) (16.25) (33.26) - - - - - -
Total Indirect Operating Expense ₹ Mn (75.93) (11.09) - (15.33) (16.25) (33.26) - - - - - -
EBITDA ₹ Mn 4,742.15 373.04 418.85 406.71 406.34 404.78 487.19 520.93 546.97 574.31 603.03 633.19
CAPEX Profile
Improvements ₹ Mn (5.00) (5.00) - - - - - - - - - -
Total Capex Profile ₹ Mn (5.00) (5.00) - - - - - - - - - -
EBITDA + CAPEX ₹ Mn 4,737.15 368.04 418.85 406.71 406.34 404.78 487.19 520.93 546.97 574.31 603.03 633.19
Exit Value
Sale Price ₹ Mn 7,675.01 - - - - - - - - - 7,675.01 -
Less: Transaction Cost ₹ Mn (76.75) - - - - - - - - - (76.75) -
Exit Value ₹ Mn 7,598.26 - - - - - - - - - 7,598.26 -
Net Cashflow
EBITDA ₹ Mn 4,742.15 373.04 418.85 406.71 406.34 404.78 487.19 520.93 546.97 574.31 603.03 -
CAPEX Profile ₹ Mn (5.00) (5.00) - - - - - - - - - -
Exit Value ₹ Mn 7,598.26 - - - - - - - - - 7,598.26 -
Net Cashflow ₹ Mn 12,335.41 368.04 418.85 406.71 406.34 404.78 487.19 520.93 546.97 574.31 8,201.29 -
Net Present Value 4,939.15
11,277.27
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 Description Unit
1 Revenue from Operations during Terminal Year 688.60 ₹ mn
2 Direct Operating Expenses during Terminal Year (85.57) ₹ mn
3 Net Operating Income (NOI) 603.03 ₹ mn
4 Cap Rate / Reversion Yield 8.25% ₹ mn
5 Capitalized Value 7,675.01 ₹ mn
6 Deduct: Transaction Cost (76.75) ₹ mn
Terminal Value 7,598.26 ₹ mn
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A – 7: L O
NNEXURE EGAL PINION ISSUED BY
T L
RI EGAL
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A – 8: R B
NNEXURE ENT ENCHMARKING
ATTRIBUTE SUBJECT TRANSACTED INSTANCE 1 D/P TRANSACTED D/P
RANKING PROPERTY INSTANCE 2
Bellona Tiffany
Location GCorp Tech Park, Bellona, Hiranandani Estate, 0.0% ZENIA BUILDING, 0.0%
Ghodbunder Rd, Thane West, Thane, Hiranandani Estate,
Sai Nagar, Anand Maharashtra 400607 Thane West, Thane,
Nagar, Thane Maharashtra 400607
West, Thane,
Maharashtra
400615
Leasable Area (Sqft) 28,026 0.0% 14804 0.0%
Approach road Accessible through Accessible through Hiranandani 0.0% Accessible through 0.0%
Ghodbunder Road Estate Road Hiranandani Estate Road
Type of Space bare Warm shell Bare shell 2.5% Warm shell 0.0%
shell / warm shell
Current Status Operational Operational 0.0% Operational 0.0%
Difference in Transacted 0.0% Transacted 0.0%
quoted/actual
transaction
Time of transaction Q1 2024 2.5% Q3 2024 0.0%
Total Premiums / 5.0% 0.0%
Discounts
Leave and License rental on leasable area 72 76
(INR psqft pm)
Achievable Leave and License rental on 76 76
leasable area for subject property (INR psft
pm)
Weightage 50% 50%
Achievable Leave and License rental on 75.8
leasable area for Subject Property (INR
psft pm)
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A – 9: M L
NNEXURE ATERIAL ITIGATIONS
Following is summary of legal cases active as of 01 April 2025 which involve the CO presented in the
Title Due Diligence Report (“Title DD”) prepared by Trilegal, which has been reproduced ad verbum
as provided by the Client to Valuer, given that Valuer has neither the expertise nor qualifications and
no tools to provide any form of legal advice.
Source: Client
Readers of the report are advised to contact the Client for access to the Title DD for more detailed
and authentic information on this aspect, and/or commission their independent legal due diligence,
including title due diligence, by independently engaging specialist lawyers and/or law firms. 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 of Title DD adversely impacts the opinion on market value of
Subject Asset presented in this report.
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A – 10: 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 / leave and license
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.
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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 - 88 -Valuation Report | G-Corp Tech Park, Thane
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 - 89 -Valuation Report | G-Corp Tech Park, Thane
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 / leave and
license negotiations and is based on the assumption that the current / leave and license agreements outlined earlier in
this report are all executed, signed and stamped. These stamped Leave and License Agreements should be referred
to the Valuer to confirm that the particulars of the Leave and License 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.
KZEN VALTECH PRIVATE LIMITED - 90 -Valuation Report | G-Corp Tech Park, Thane
A – 11: 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 34 - 44
Analysis of the supply demand situation, Market trend and investment activities 36 - 44
Any information or report pertaining to the specific sector or sub-sector that may be relevant for
43 - 44
valuation of the assets
Declaration by the valuer that Valuer is competent to undertake the Valuation 62
The valuer is independent and has prepared the report on fair and unbiased manner 62
The valuer has valued the properties based on the valuation standards as specified under sub-
62
regulation 10 of Regulation 21
Material Details for Valuation 22-33
Description of the valuation methodologies adopted 16-17
Explanation of the valuation methodologies adopted 16-17
Assumptions used 53-60
Market Rent 57
Growth Rate 57
WACC 60
Capitalization Rate 60
Justification of the Market Rent used. 46
Justification of the Growth Rate used. 46
Justification of the capitalization rate used. 47-48
Justification of WACC rate used 49-51
Explanation of the rationale for choosing the particular valuation method if more than one
17
method is or could have been adopted, etc.
Particulars - Property Specific
G-Corp Tech Park, Thane, Maharashtra
Address of the property 2
Ownership and Title Details including whether the transaction is a related party transaction 19, 20
Location of the property, formal site identification, physical features, site services, town planning
22-25
etc.
Latest pictures of the Property 26-30
Nature of the interest the REIT holds or proposes to hold in the property, percentage of interest
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 18
Date of Valuation 1
KZEN VALTECH PRIVATE LIMITED - 91 -Valuation Report | G-Corp Tech Park, Thane
Page Number in
Particulars - General
Valuation Report
Purchase Price of the Property by the REIT (for existing Properties of the REIT) 20
Valuation of the Properties in the previous 3 years; 20
Detailed valuation of the Property as calculated by the valuer 74
List of one-time sanctions/approvals which are obtained or pending; along with List of up to
71-72
date/overdue periodic clearances
Statement of assets 70
Revenue pendencies including local authority taxes associated with REIT assets and
31
compounding charges
On-going material litigations including tax disputes in relation to the assets 86
Vulnerability to natural or induced hazards that may not have been covered in town planning/
31
building control.
Information regarding the assumed factors while calculating the valuation such as discounting
46-60
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 20
Qualifications and assumptions 12-15
The options or rights of pre-emption and other encumbrances concerning or affecting the
31
property
Method used for valuation 16-17
Valuation standards adopted 16
Date of inspection 20
L atest Ready Reckoner rate (as published by state government) 73
Estimates of already carried as well as proposed major repairs and improvements along with
59
estimated time of completion
Any other matters which may affect the Property or its value 4, 14-15, 87-90
KZEN VALTECH PRIVATE LIMITED - 92 -ANNEXURE 4
TECHNICAL DD REPORTG Corp Tech Park at Thane, MMR.
Technical Due Diligence Report for
PropShare Titania.
-5th May 2025G Corp Tech Park, Thane 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
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
EXECUTIVE SUMMARY
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
EXECUTIVE SUMMARY
Location: Ghodbunder Road, Sai Nagar,
Anand Nagar, Thane West, Thane
Maharashtra 400615
Configuration: 3 Parking Floors + 12 Typical
Office Floors + Terrace
Asset Class: Commercial Office Building
Status: Construction completed
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
PROJECT BRIEF &
SCOPE OF WORK
5G Corp Tech Park, Thane 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 G Corp Tech Park at Thane, Mumbai for the
purpose of acquisition. Colliers team visited the site on 10th February, 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 G+3 Stilt + 12 Storied Building referred as G Corp Tech Park, Thane, Mumbai
being reviewed for acquisition for 4,37,973 sq ft area. (Floors – 5th (part), 7th , 9th , 11th , 12th and 13th )
› This particular floors are leased out to various MNC and blue-chip tenants.
› G Corp Tech Park is partially owned by Godrej Fund Management, the fund arm of Godrej Group (One of
India's leading real estate developers known for its high-quality commercial and residential projects) and
their associate – Anamudi Real Estates LLP. The project was completed in 2010 by realty developer G Corp
and was later acquired by New Vernon Capital. Godrej Fund Management further acquired the same from
New Vernon Capital in 2018.
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.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
EXECUTIVE SUMMARY
7G Corp Tech Park, Thane l Technical Due Diligence Report
EXECUTIVE SUMMARY
Floors being Considered
› The asset being referred here is G + 3 Stilt + 12 storied building name as G Corp Tech Park, Thane, MMR
being reviewed for acquisition for 4,37,973 sq ft leasable area.
› The Floors which are being acquired are namely 5th(part), 7th, 9th, 11th , 12th and 13th.
› Parking is distributed across 4 Parking Floors that is Ground , 1st , 2nd and 3rd Stilt Parking Floor along with
surface carpark.
› The building has two well defined access points, provision for a 3rd access at RG (Garden Side) and generous
well landscaped spaces around.
› Built-up Area Table is shown below:
Leasable Area under
Floor Leasable Area
Floor Wise Areas Consideration
(sf)
(sf)
Basement ( Part Only - MEP Services)
Ground Floor (parking + Lobbies)
1st Floor ( Parking)
2nd Floor ( Parking)
3rd Floor ( Parking)
4th Floor (Offices ) 78,537.0
5th Floor (Offices ) 74,962.0 61,856.0
6th Floor (Offices ) 75,946.0
7th Floor (Offices ) 74,175.3 74,175.0
8th Floor (Offices ) 77,036.0
9th Floor (Offices ) 78,506.0 78,506.0
10th Floor (Offices ) 74,155.0
11th Floor (Offices ) 74,287.3 74,287.0
12th Floor (Offices ) 73,145.4 73,145.4
13th Floor (Offices ) 76,004.0 76,004.0
14th Floor (Offices ) 76,629.0
15th Floor - (Part Floor -Offices + Open Terrace ) 34,587.0
Open Terrace (Equipment)
Total 4,37,973.4
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
EXECUTIVE SUMMARY
Executive Summary
Observation Comment Criticality
Carpet Area has been taken from the registered Deed of
Declaration.
Measured Carpet Area Ratio appears to be ~70% which Acceptable Info Only
is in line with Mumbai industry practice. Minor
efficiency variation across floors is noted which is
Area Calculation standard once again.
Built Up Area (BUA) Statement + Carpet Area Statement
extracted from Deed of declaration shows 70% carpet Acceptable Info Only
area efficiency. In line with Industry Practice
Total parking Nos as per Approval Drawings provided as Parking Ratio required for statutory
985 Nos. However available on site including purpose is 1:300 Sqm as per Info Only
Parking Provided dependent Parking is 860 due to practical constraints. approved drawing.
Surface parking reviewed and
As per Deed of Declaration the Parking Nos appears to confirmed as per DoD.
Info Only
be reduced to 791 Parking.
The Parking Ratio matches to 1:1100 sft of leasable Area
1000 sft / 1 Carpark is acceptable Info Only
which is in line with Industry requirement.
Adequate two - wheeler parking is available on site.
Due to ample open space available , there is possibility
of providing additional surface parking or optimizing
the parking layout at stilt level. Can be upgraded as required Info Only
In our opinion, at least additional 100 Car parks can be
optimized or stack car parking can be installed.
Approvals were found to be
All necessary approval have been found in order. Info Only
Satutory Approvals satisfactory
Fire NOC renewal is applied for 6 -Monthly renewal and
Regular renewals are to be ensured Info Only
awaiting inspection.
Fire Exit Distances were measured against the available The Tenants need to ensure that
floor plate and were found adequate. They are within their interior layout is compliant
45 meter of prescribed distance as per latest National with the 45 meters minimum Info Only
Building Code (NBC) norms. distance to the Fire Exit door as per
There might be slight variations as per tenant plans. NBC. (General Recommendation)
7 Fire Hose reel of 33 M length provided as per latest
NBC norms. 5 numbers at all peripheral stairs as well 2 Acceptable Info Only
Fire hose cabinets at Central Staircase at Lobby
Number of toilets provided are not adequate as per the Acceptable considering accepted by
Info Only
latest NBC guidelines. local authorities.
Single storied facility management block/gym provided
Separate Approval from TMC taken
at green area is not shown in the Original approval Info Only
on later date available. Acceptable.
drawings.
Coffee Shop/ Eatery structure coming up in front of FM
To ensure that the same is managed
Office is considered as Temporary structure and not Medium
by the developer. Manageable.
part of the approved plan
Entrance gate having the electricity board office and
Such electrical substation offices are
Ring Main Unit (RMU) for power distribution by Info Only
allowed in setback. Manageable.
authority which is not part of the approved plan
Current Max Occupancy only in
6 Nos Staircase of 1.5 M wide provided allowing exit range of 750 to 800 persons and
width for total 900 persons to exit in compliance of Fire within permissible occupancy . To Info Only
Fire Distance and Norms of NBC (10mm per person). ensure in future occupancy do not
Occupancy exceed 900 persons.
10 Nos of Lifts each 23 Pax capacity with speed 2.75
Lifts appears to be in good
MPS seems to be in order with adequate travel time
condition. Existing Traffic is being Info Only
and 30 to 90 Second waiting interval based on initial
catered in satisfactory manner
Passanger Lifts assessments.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
EXECUTIVE SUMMARY
Executive Summary
Observation Comment Criticality
Flat Slab construction having a grid of 8.0 x 8.0 meters. Current Industry standard is 9.0
Clear height 3.7 meters under the slab and 3.4 meters under meters x 9.0 meters. However,
Structure the capital. Adequate height has been provided. this is acceptable as well Info Only
Floor to Floor Height 4 meters for Office Floor Info Only
For Parking Floor 3.2 meters floor to floor height provided. Info Only
Ground Floor Height is 4.13 meters Floor to Floor, with double Due to higher height there may
heighted lobby and glass atrium extending outside building be possibility to provide stack
parking in future if necessary Info Only
Quality of Construction and condition of Reinforced Cement
Concrete (RCC) Structure appears to be well maintained Info Only
• Main lobby has been recently upgraded and finished well
with aesthetically pleasing marble finishes.
Common Area • Atrium space at the ground floor lobby is adding value to
Finishes overall entry experience. Info Only
Typical Lobbies are spacious , well finished and furnished
adequately. Info Only
To ensure high wear and tear
Parking area finished with cement tiles at ground appears to areas prone to vehicular traffic
be worn out/ damaged at places and may need an upgrade in to be finished with durable
future. finishes Info Only
Terrace flooring , services areas floorings etc. appears to be
worn out at places and may require upgrade in future Info Only
Large spacious landscape areas at entry and at Northen end .
Recent upgrades in landscape, pavements and entry drop off
Landscape Areas has worked well in terms of overall experience Info Only
Internal access proposal in discussion with Authority to
adjacent municipal park by current facility manager (FM)
could be a good value add to the end users.
We understand it is under discussion. Added advantage Recommendation.
As understood, currently most of the water being used for
landscaping is tanker water as Grey Water is largely
consumed by Heating, ventilation, and air conditioning
(HVAC) only. To look for Grey water purchaseRecommended
As per current industry
Façade Glazing is appeared to be single glazed reflective glass standards, this may need to be
6mm. Considering the age of the building the same is upgraded to double glazed IG
Façade acceptable. unit in future Recommended
The External Walls of the parking floors need to be re-painted
in future Info Only
Stairs, parking area walls and floors may require upgrade in
near future Info Only
External &
Landscape Lighting Recently Upgraded and Adequate Info Only
Façade Lighting Minimal and limited to Front area only Adequate Info Only
Office Interior of few offices observed to be fitted out as ITES
Tenant Area Interior / Work place interior and basic fit outs with their own
and MEP Provision cafeterias and Pantry spaces Satisfactory Info Only
All tenants have installed their own AHUs (5 Nos per Floor) ,
Chilled water tap off is provided. Satisfactory. Info Only
4 Separate vertical electrical risers in form of Buss
Bars provided for tenant electrical requirement and for
common services considering a large floor plate. Satisfactory Info Only
5VA per sqft of saleable area power is provided to the Office
Floors. Approx 10 VA per sft on sale area available.
Overall, Power Supply satisfactory , however additional
energy saving measures are recommended to be deployed. Satisfactory Info Only
5 AHU of adequate capacity TR is provided at each floor Satisfactory Info Only
Adequate provisions of tenant risers with Fire Doors and
separate risers for building services provided at core. Satisfactory Info Only
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
EXECUTIVE SUMMARY
Executive Summary
Observation Comment Criticality
STP Capacity+ sharing Arrangement
MEP Services- Base 300 KLD Existing conventional STP provided generating not shared. To obtain further detail
Building 80% recycled water mostly being used by the Chillers and varify Info Only
Based on current ECBC Guideline, it is
No sSeparate flushing water system using recycled Water . recommended to use the treated
Potable Water being used for flushing which is water for Flushing with separate
recommended to change in future flushing systems. Medium
4 Nos of 1500 KVA DG (Cummins) located at rear of the
building providing 100% power back up.
Downtime for EB Power seems to be within acceptable
limits Satifactory Info Only
30 KLD Diesel Storage Tank located toward the Western
exits. Satifactory Info Only
4Nos of 2000 KVA Oil Type Transformer (Voltamp Make)
provided at southern periphery of the building , adjacent
to LT Panel Area. Satifactory Info Only
Fire tank - 100 kld , domestic water tank , treated water
tank provided. Fire pump, diesel pump, jockey & sprinkler
pump set as per NBC requirement Satifactory Info Only
7 fire hose reels, sprinkler system, fire detection and alarm
system located at tenant floors as per Fire NOC
requirement Satifactory Info Only
• 4 Nos centrifugal water type screw chillers of 600 TR
(York Make) capacity located at Basement.
• 4 Nos Cooling Tower 700 TR (Bell Make) located at
Terrace . Satifactory Info Only
Additionally, 9 Nos Heat Recovery Unit ( HRU) located at
terrace to add Energy Saving and reducing the heat load. Satifactory Info Only
AHUs & Dx Units are by Tenants . BTU Metering system
available. Common area Air Handling Unit (AHUs_ approx
32 Nos by the developer. Satisfactory Info Only
Solar Plant Installation for common area power planned
but yet to be completed. Highly recommended. Info Only
Total 115 CCTV Cameras of Dome, Bullet and PTZ Type
installed at strategic locations for the surveillance purposes
Security & Access Control and monitoring systems in operation Satisfactory
RF ID or bio metric access control system not in place.
Frisking or Scanning system recommended.
Parking Entry Boom Barrier / Access control is also
recommended Recommendation only
BEE ( Bureau of Energy Efficiency ) Certificate of 5 Star
Sustainability Rating Available Satisfactory
BSI Registration for Environmental Management System
available. Satifactory
LEED USGBC Platinum for Operation Efficiency available Satifactory
Well Health & Safety Rating Certificate available Satifactory
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
EXECUTIVE SUMMARY
AREA ANALYSIS – SALE AREA
Leasable Area Table Carpet Area Measured Carpet Area (As per DoD)
Leasable Area
Floor Leasable Measured Efficiency Carpet (Measured) v/s As per DOD- Efficiency
under
Floor Wise Areas BUA (FAR) Area Carpet Area Leasable Carpet Area Carpet (DOD) Remarks
Consideration
(sf) (sf) (%) (sf) v/s Leasable
(sf)
Basement ( Part Only - MEP
Services)
Ground Floor (parking + Lobbies) 4550.14
1st Floor ( Parking) 4550.14
2nd Floor ( Parking) 4550.14
3rd Floor ( Parking) 4550.14
4th Floor (Offices ) 4550.14 78,537 53,270 67.8% Not under Consideration
5th Floor (Offices ) 4550.14 74,962 61,856 54,012 72.1% 52,969 70.7%
6th Floor (Offices ) 4550.14 75,946 53,163 70.0% Not under Consideration
7th Floor (Offices ) 4520.37 74,175 74,175 53,046 71.5% 52,075 70.2%
8th Floor (Offices ) 4520.37 77,036 52,067 67.6% Part under Consideration
9th Floor (Offices ) 4510.89 78,506 78,506 53,919 68.7% 53,163 67.7%
10th Floor (Offices ) 4510.89 74,155 53,163 71.7% Not under Consideration
11th Floor (Offices ) 4433.79 74,287 74,287 54,106 72.8% 51,717 69.6%
12th Floor (Offices ) 4433.79 73,145 73,145 52,302 71.5% 51,717 70.7%
13th Floor (Offices ) 4550.14 76,004 76,004 52,252 71.9% 53,163 69.9%
14th Floor (Offices ) 4550.14 76,629 53,163 69.4%
15th Floor - (Part Floor -Offices + As the CAD Plan is not available
Open Terrace ) 2342.39 34587 24,855 71.9% Capet Area taken as per DoD.
Open Terrace (Equipment) 252.5
52276.69
Total 4,37,973 71% 6,04,485 69.6%
(FAR Only)
Sale Area
•Measured Carpet Area efficiency is slightly higher than declared Carpet Area wide Deed of Declaration
(Title Document). The carpet Area efficiency is acceptable considering Industry Standard of Mumbai
and dated Building.
•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 AHU, Toilets, Pantry,
and all internal Rooms but excludes Lobbies and Staircases .
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
EXECUTIVE SUMMARY & CONCLUDING REMARKS
Acceptable. Food Kiosk at RG not part of the approved Plan. However, it
1 Approvals & Occupancy can be categorized as temporary.
In our opinion, this should not be an issue
Single Glazing may need to be replaced in 5-8 years time. Upgrading at
Intervals will be recommended for the paint finished areas.
2 Façade & Glazing
Single Glazing façade might need replacement/ upgrade in 5-8 years of
time. Upgrading at intervals will be recommended for paint finished
areas.
3 Periodic Renewals of NOC Diligently being undertaken by management and acceptable
Average 70% acceptable, considering the age of the structure and
4 Carpet Area Efficiency
industry standards.
Acceptable, considering 10 Elevators and relatively lower floor count.
5 Vertical Transportation
To make the provision for upgradation of the building Systems/ Façade
etc. in future considering the development is 14-year-old
6 Cost Heads up
Suitable provisioning for upgradation of building systems/ Façade in the
future considering the development is almost 14 years old now.
Sufficient basis current Requirement. However additional power may be
7 Electricity Power Requirement demanded in the future basis the occupier profile and IT/ITeS occupiers
in the asset
• Fire Distances, Refuge Area, Escape Staircase Sufficiency and Systems
8 NBC compliance in Place.
• Periodic Renewals in Place.
9 Health of Structure RCC base structure found is generally good condition.
Certain Fire and MEP requirement not as per the current NBC norms.
10 NBC compliance The developer has managed to get the approvals and sufficient
documentation to satisfy any future tenant requirement.
Under preparation - to have specs built in to the documentation.
11 Common Area Finishing
Manageable.
12 Landscape & External Works Recently upgraded and value enhanced.
13 MEP Health of Equipment Generally Acceptable, though timely upgrades may be required.
14 MEP Design Generally Acceptable
15 Quality Generally Acceptable
16 Overall Generally Acceptable and at par with other developments.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
REGULATORY &
STATUTORY APPROVALSG Corp Tech Park, Thane 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
Airport Authority Not Required as Distance to nearest Airport
1 NOC from AAI
ofIndia more than 20KM
Thane Municipal VP No 2003/081 ,
2 Development Plan (DP)& Building Plan 04-03-2009 Valid up to Completion Acceptable. The DP includes other buildings
Corporation (TMC) TMC/TP-DP/TPS/799
Building Plan Sanction/Approval Thane Municipal Acceptable including Separate approval for FM
3 TMC/TP-DP/TPS/799 04-03-2009 Valid up to Completion
Drawings & Documents Corporation (TMC) Office at RG Area.
Thane Municipal Last pre-construction NOC
4 Fire NOC / Approval with Drawings Corporation (TMC)- Dev Proposal 2003/081 18-02-2009 reference Found in Final Acceptable .
CFO Office NOC Document.
Minitry of
EIA/Environmental Clearance from
5 Environment & 21-246/2006-01A.III 17-10-2006 Validity not mentioned. 6- Monthly status report required.
MoEF
Forest
State Pollution
6 State Pollution Dept NOC (CFE) BO/RO(p&P)468 26-05-2006 Valid up to Completion Acceptable
Department
Dev Proposal 2003/081/
7 Commencement Certificate TMC 03-11-2007 Valid up to Completion Acceptable
TMC/TDD/241
Mumbai Industry &
8 Lift Inspectorate License NA 03-12-2009 Valid to Operate Periodic Renewals in place
Electricity Authority
Approval for Electrical Installation & Maharastra State Power Sanction & Installation Approval from
9 Ref No - 5553 01-11-2013 Valid for Operation
Power Sanction Electricity Board State Electricity Authority is noted.
Storm Water & Drainage Connection Thane Municipal
10 2003/080 03-07-2010 Valid to Operate Acceptable
NOC Approval Corporation (TMC)
Thane Municipal
11 Water Supply Connection Approval 2003/081 28-07-2010 Valid For Approval Acceptable
Corporation (TMC)
Department of
Department of Explosive Liscence for P/WC/MH/15/2224
12 Petrolium and 03-02-2023 Valid to Operate Acceptable
HSD Yard (P250614)
Explosive - Pune
Review of Pre-Construction NOC : All Pre-Construction NOC appear to be in place.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
REGULATORY & STATUTORY CLEARENCES Post Construction
Post - Construction NOC & Approval List
Approval Date of
SlNo. Particulars Reference No Valid upto Remarks
authority Approval
Thane Municipal VP No 2003/081 ,
1 Final Occupancy Certificate 23-04-2010 Valid for Occupation. Acceptable
Corporation (TMC) TMC/TDD/ 48
Thane Municipal
2 Final Fire NOC Certificate Corporation (TMC)- Dev Proposal 2003/081 18-11-2010 subject to periodical Renewal Final Fire NOC for Occupancy Received.
CFO Office
Latest Fire NOC Renewal - Half Yearly Thane Municipal
3 submission of Form B on inspection by Corporation (TMC)- MFS/LA/RF-568/RD-539 - 30-06-2024 Inspection report and NOC Application reviewed.
Licensed Agency CFO Office
Latest Renewal of Cosent of Operate State Pollution MPCB-CONSENT-
4 11-05-2023 10-0502028 Acceptable
(CTO) Certificate from State Pollution Control Dept 0000156731
Approval for Electrical Installation & Maharastra State Power Sanction & Installation approval from State
5 Ref No - 5553 01-11-2013 Valid for Operation
Power Sanction Electricity Board Ele Authority is noted.
Electrical Inspectorate - Annual Dept of Industry,
6 NA 09-04-2024 Valid to Operate Approved for 4000 KVA Connected Load
Inspection Report Energy and Labour
Mumbai Industry &
7 Lift Inspectorate License NA 03-12-2009 Valid to Operate Acceptable
Electricity Authority
Office Of Electrical
8 Sub Annual Lift Inspection Report NA 04-04-2024 Valid to Operate Acceptable
Inspectorate(Lift)
Thane Municipal
9 Water Supply Connection Approval 2003/081 28-07-2010 Valid For Approval Acceptable
Corporation (TMC)
Burau of Energy
10 BEE Certificate Renewal for 5 Star Rating 6555 01-01-2024 Valid to Operate Acceptable
Efficiency
Six Monthly MOEF Compliance Report up
11 MOEF NA 01-01-2025 Valid to Operate Six Monthly Report Submitted
to Dec @024
Six Monthly Air & Water Quality Report up State Pollution
12 NA Jun-24 Valid to Operate Six Monthly Report Submitted
to Dec @024 Control
LEED Platinum Certificate for Existing
13 USGBC LEED NA Nov-24 Valid to Operate Acceptable
Building - Operation & Maintenance
Review of Post Construction Approval & NOC
•All Post Construction Approvals & NOC are in place and no critical Items missing
•All periodical renewals in place
•the Facility Management Building located at North Side is on Statutory Open Space (RG). A separate
TMC approval obtained at later date for this and acceptable.
•Tanker water is being Used for flushing which may be a deviation from MOEF NOC . Recommended to
be part of future upgrade if possible.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
ARCHITECTURE
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
ARCHITECTURE
Sewri – Chembur Road
Enlarged Location Plan
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
ARCHITECTURE
Extract from Approved DP Plan showing G Corp Tech Park
Location of G Corp Tech Park
Note : Extract from Overall Masterplan to illustrate the building location.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
ARCHITECTURE
Floor Plan 3rd Level Parking Plan
Note :
Parking Layout as per Approval does not reflect on ground parking
layout.
Parking as per Parking as per Parking
Parking as per Approval Allotment
Covered Parking as per Drawings Auto Cad Drawing(Counted)/DoD Remarks
Service stair, Service area & corridor
220 Carpark on surface mentioned in
Parking allotment plan and confirmed at
Open Carpark 180 152 220 site
Toilets
reduced as double car park removed for
Ground Floor (Parking ) 206 206 131 practical use.DoD No to be considered
1st Floor ( Parking) 158 158 144 includes 25 Dependent Parking AHU Rooms
2nd Floor ( Parking) 158 158 148 includes 25 Dependent Parking
3rd Floor ( Parking) 158 164 148 includes 25 Dependent Parking Refuge Areas/ Service Blacony
985 as per approval drawing actual No 791
Total 860 838 791 as per DoD / Allotment
Lift Lobby
Notes:
GF & 1st , 2nd, 3rd Parking as per the drawings includes Dependent parking which is reduced as per allotment.
Total Parking Nos to be considered as per DoD / Allotment .
Auto Cad Drawings/ Approval Drawings Parking Nos shown only for the approval purposes.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
ARCHITECTURE
7th Level Office Floor Plan ( Typical Office Floor Layout)
Note :
1. Central core location makes it an ideal office floor plate ensuring
daylight penetration in all office areas. Adequate day light
witnessed without glare notices. Due to large floor plate artificial
lighting is being used toward central Areas.
Office spaces
2. Due to efficiently planned core design, the floor plate efficiency is
excellent. Total 5 Nos of Stairs and Air Handling Units (AHU) Makes
Service stair, Service area & corridor
the offices area well distributed.
3. Interior Layout is efficient and well finished.
Toilets
4. Refuge Areas are provided as per NBC at various Floors.
5. Fire Exist distance to staircases found within permissible Limit of 45
AHU Rooms
Meter as per latest National Building Code (NBC) norms.
6. Staircase width, handrails etc. are compliant with latest NBC norms
Refuge Areas/ Service Balcony
7. 7 No of Fire hose reel of 35 meters found at the staircase risers.
Lift Lobby
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
ARCHITECTURE
Facade
•Façade system is single glazed façade along with reflective Glass along with a recently upgraded fire
resistant ACP system.
• Spiderman System is being used for cleaning the façade.
•Adequate daylight is achieved.
•Façade water testing has been conducted and observed that the façade met the required standards.
•Textured painted wall area of the façade in places requires a paint touchup to due high weathering
effect.
•Balcony areas are provided with protective railing and terrace area is fenced with MS Screen to hide
the equipment etc.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
Facade
Facade
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G Corp Tech Park, Thane l Technical Due Diligence Report
Facade
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ARCHITECTURE
Toilet Calculation as per Occupancy
Toilet Fitment Calculation
Note :
1) Considering 70% as the male occupancy and 30% as the female occupancy toilet fitment is in-sufficient on all
floors accept top partial Floor. Total population is counted on sale Area 10 sqm/ person. It may be noted
that tenant may have altered the toilets as per their requirement.
2) However, this may be acceptable in terms of approvals as Floor Net Built-up may have been taken for the
calculation of toilet fixtures.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI AL
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Total Occupancy Toilet Fixtures - Male Toilet Fixture Female
Sale Area Occupancy WC Count Wash Basin Urinal WC Count Wash Basin
4th Floor 7 8,537 730 5 11 219 2 0 12 20 12 20 12 15 10 9 14
5th Floor 7 4,962 696 4 87 209 1 9 12 19 12 19 12 14 10 8 14
6th Floor 7 5,946 706 4 94 212 2 0 12 20 12 20 12 14 10 8 14
7th Floor 7 4,175 689 4 82 207 1 9 12 19 12 19 12 14 10 8 14
8th Floor 7 7,036 716 5 01 215 2 0 12 20 12 20 12 14 10 9 14
9th Floor 7 8,506 729 5 11 219 2 0 12 20 12 20 12 15 10 9 14
10th Floor 7 4,155 689 4 82 207 1 9 12 19 12 19 12 14 10 8 14
11th Floor 7 4,287 690 4 83 207 1 9 12 19 12 19 12 14 10 8 14
12th Floor 7 3,145 680 4 76 204 1 9 12 19 12 19 12 14 10 8 14
13th Floor 7 6,004 706 4 94 212 2 0 12 20 12 20 12 14 10 8 14
14th Floor 7 6,629 712 4 98 214 2 0 12 20 12 20 12 14 10 9 14
15th Floor (P 3 4,587 321 2 25 9 6 9 6 9 8 9 8 6 6 4 6G Corp Tech Park, Thane l Technical Due Diligence Report
ARCHITECTURE
Parking Summary
The Parking allocation for entire Building is represented below.
It is noted that the Parking as per Deed of Declaration (DoD ) is to be considered as Parking available at Site.
376 Carparks are allotted/ available to various tenants at 5th , 7th , 9th , 11th , 12th , 13th Floor covering leasable
Area 437,973 sft at a ratio of 1164 sft of leasable Area / 1 Carpark as per Site as well DoD/Allotment.
Parking as per
Parking as Approval Parking as per
Covered Parking as per Drawings per Auto CadDrawing(Counted)Allotment Remarks
Parking nos counted in Aproval Drawings.
220 Carpark on surface mentioned in
Open Carpark 180 152 220 Parking allotment plan
reduced as double car park removed for
Ground Floor (Parking ) 206 206 131 practical use
1st Floor ( Parking) 158 158 144 includes 25 Dependent Parking
2nd Floor ( Parking) 158 158 148 includes 25 Dependent Parking
3rd Floor ( Parking) 158 164 148 includes 25 Dependent Parking
Total 860 838 791 985 as per approval drawing
PARKING ALLOTMENT AS PER DEED OF DECLARATION
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
ARCHITECTURE
SURFACE PARKING ALLOTMENT AS PER DOD
Note :
1) The Parking Ratio can be increased in future to attract higher rental and Indian & MNC tenants. We
recommend to explore the possibility of re-configuring the parking layout or adding stack parking at ground
floor and at rear side at the surface to increase total car parks by 100 in the future.
2) Area close to DGs where the parking is shown in the above plan is occupied by Diesel Storage Yard.
3) 1st , 2nd and 3rd floor parking’s layout is rationalized and reduced from approval drawings. Approval Drawings
also show dependent parking for the purpose of approval which is removed in DOD and in actual usage.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
ARCHITECTURE
FIRST FLOOR PARKING ALLOTMENT
GROUND FLOOR PARKING ALLOTMENT
BASEMENT 04
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SECOND FLOOR PARKING ALLOTMENT
THIRD FLOOR PARKING ALLOTMENT
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Area Details
FLOOR AREA
Leasable Area Table Carpet Area Measured Carpet Area (As per DoD)
Leasable Area Efficiency Carpet
Build Up Area / Floor Leasable DOD- Efficiency Carpet
under Measured Carpet (Measured) v/s
Floor Wise Areas Floor Area Ratio Area Carpet Area (DOD) v/s Remarks
Consideration Area (square foot) Leasable
(square foot) (square foot) (square foot) Leasable
(square foot) (%)
Basement ( Part Only - MEP
Services)
Ground Floor (parking + Lobbies) 4550.14
1st Floor ( Parking) 4550.14
2nd Floor ( Parking) 4550.14
3rd Floor ( Parking) 4550.14
4th Floor (Offices ) 4550.14 78,537 53,919 68.7% 53,270 67.8% Not Under Consideration
5th Floor (Offices ) 4550.14 74,962 61,856 54,012 72.1% 52,969 70.7%
6th Floor (Offices ) 4550.14 75,946 53,163 70.0% Not Under Consideration
7th Floor (Offices ) 4520.37 74,175 74,175 53,046 71.5% 52,075 70.2%
8th Floor (Offices ) 4520.37 77,036 53,046 68.9% 52,067 67.6%
9th Floor (Offices ) 4510.89 78,506 78,506 53,919 68.7% 53,163 67.7%
10th Floor (Offices ) 4510.89 74,155 52,302 70.5% 53,163 71.7% Not Under Consideration
11th Floor (Offices ) 4433.79 74,287 74,287 54,106 72.8% 51,717 69.6%
12th Floor (Offices ) 4433.79 73,145 73,145 52,302 71.5% 51,717 70.7%
13th Floor (Offices ) 4550.14 76,004 76,004 71.4% 53,163 69.9%
14th Floor (Offices ) 4550.14 76,629 54,251 70.8% 53,163 69.4%
15th Floor - (Part Floor -Offices + As the CAD Plan not available
Open Terrace ) 2342.39 34587 24,855 24,855 71.9% carpet Area taken as per DoD
Open Terrace (Equipment) 252.5
52276.69
Total (FAR Only) 8,67,969 4,37,973 71% 6,04,485 69.6%
Carpet Area Analysis :
1) Carpet Area Efficiency appears to be at an average of 70% which is acceptable considering Mumbai 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.
4) The Site Area Mentioned is combined Site Area under an overall drawing plan of 4 Building
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Carpet Area Diagram – 11th & 13th Floor
This diagram shows the area considered for the carpet area as per the industry practice for 11th and 13th Floor,
balconies, stairs, lobbies and cutouts are excluded.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
MEP SERVICES
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
MEP SERVICES
• The building has Part Basement + Ground (Parking) + 3 Parking floors + 12 Office floors.
• 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 Cubicle is placed at entrance as per local requirement. Additionally, 3 oil
type transformers are located at the periphery of the building on natural ground in proximity to Low Tension (LT)
Room.
• DGs are well placed at the periphery with proper chimney and Flue Extract System.
• 30 KLD Diesel Storage (HSD Yard) located in close proximity toward western side.
Major MEP Equipment details for entire building facility are captured in the table below:
# Service Equipment Specifications Make/Supplier Count
1 DG Sets 1500 KVA Cummins 4
2 Transformer 2000 KVA VOLTAMP 3
3 AHU 5TR*32, 6TR*3 & 12 TR*2 Blue Star 37
4 Cooling Tower 700 TR Bell 4
5 Chiller 600 TR York 4
6 HVAC (HRU) 6 * 13000CFM, 2 * 16200CFM , 1 * 19000CFM Blue star 9
Passenger (1600 kg) Thyssenkrup 10
7 Lifts
Service (1600 kg) Thyssenkrup 2
• Power to the individual floor panel is fed through 4 numbers 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.
• 5 number of Air Handling Units (AHUs) in all office floors.
• 100% Power Backup / DG is provided by the owners.
• All Chillers & Fire Pumps are provided at Service Basement below the Parking Area accessible through the
stairs.
• STP is 300 KLD STP - Conventional Moving Bed Biofilm Reactor (MBBR) type located at the Entrance.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
OBSERVATIONS - MEP SYSTEM IN GENERAL
• Energy conservation methods can be deployed to enhance the power saving. Solar Plant should be
implemented at the earliest to support the common area and landscape lighting .
• Maintenance and upgrade will be required for older Equipment as well as the building considering
the age of the structure. Upgrading certain legacy systems could contribute to significant power
savings as well.
• HVAC equipment within tenant space is supplied and maintained by Tenants.
• To implement the policy of LED light Fixture for Common area and Tenant areas as well.
• To further develop the amenity spaces , food courts and common facilities at the break out areas in
the park.
• 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.
• Gypsum false ceiling is provided for tenant areas and common lobbies.
• Service areas are provided with tile flooring. Service area flooring requires upgrade at a few places.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
OBSERVATIONSG Corp Tech Park, Thane l Technical Due Diligence Report
OBSERVATIONS - FAÇADE & BUILDING
S. OBSERVATION IMAGE REFERENCE
NO.
1
• Single Glazed Façade along with
ACP.
• Glass and steel is used for entrance
canopy etc.
• Appears to be in Good Condition.
2.
• Exposed Textured Paint Areas
requires uplifting. An ACP or Stone
Cladding in Future is
recommended. Parking Area can
be screened to upgrade the façade
Aesthetics.
3.
• Main Lobby is Spacious and
Welcoming.
• Atrium Area with Glass Room
above the reception is adding to
overall upgrade.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
OBSERVATIONS - FAÇADE & BUILDING
S. OBSERVATION IMAGE REFERENCE
NO.
4
Partial daylight by structural
improvements in roof structure.
5
Typical Floor Lobby is Well Furnished
and Spacious.
6
Atrium Area with Glass Room above
the reception is adding to overall
upgrade.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
OBSERVATIONS - PARKING, STAIRS & SERVICE LOBBIES
S. OBSERVATION IMAGE REFERENCE
NO.
1
Stair Areas are well Maintained and
acceptable.
2.
Service Lift Lobby Areas under wear
and suggested to upgrade in future.
3.
• Parking Area Floor at Ground
Appears to be worn out in Places.
Minor breaking of tiles noted due
to cement flooring.
• Need to be replaced with suitable
concrete VDF Flooring in due time.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
OBSERVATIONS - MEP AREAS
S. OBSERVATION IMAGE REFERENCE
NO.
1
External Transformer Areas needs re-
painting works due to extensive
weathering.
2.
3 Transformers in Row are present at
Setback Areas.
3.
LT Panel Areas adjusted to
Transformer appears to be
maintained well.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
OBSERVATIONS - MEP AREAS
S. OBSERVATION IMAGE REFERENCE
NO.
4
4 Nos of DGs Placed in Acoustic Box Set up
against the Western periphery of the
Building.
5
Service Basement Area Houses the
Chillers, Fire Pump Set Up and
Domestic Water Filtration Unit . The
area is spacious and well laid out.
6.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
OBSERVATIONS - MEP AREAS
S. OBSERVATION IMAGE REFERENCE
NO.
7
STP setup is partially underground with a
separate staircase for entry/ exit.
8 Tank Access at STP
9
Cooling Towers are located at Terrace of
15th Floor.
Additionally, some of the HRU is located
on the same terrace areas.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane l Technical Due Diligence Report
OBSERVATIONS - MEP AREAS
S. OBSERVATION IMAGE REFERENCE
NO.
10
Terrace Areas with HRU and Toilet Extract
Unit
11. Storage / FM Store Unit at Terrace.( Not
shown in approval Drawing)
3.
Cooling Towers are also located at Terrace
of 15th Floor. Also, Some of the HRU is
located on the same terrace areas.
CO L L I E RS I N TE RN ATI O N AL l P RI VATE & CO N FI DE N TI ALG Corp Tech Park, Thane 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 VietnamG Corp Tech Park, Thane 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
shapes the whole of Colliers and is unrivaled in the real estate industry.
3.3
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.
Professionals
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