OF FACTORS AFFECTING THE 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 as at and for the nine months ended December 31, 2025 andfor the financial years ended March 31, 2025, 2024 and 2023, and the schedules and notes thereto, which appear elsewhere in this Offer Document. 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 (Real Estate Investment Trusts) Regulations, 2014, SEBI Master Circular for Real Estate Investment Trusts (REITs) and other circulars issued thereunder (collectively referred to as the ‘SEBI 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 SEBI REIT Regulations and as per the Division II of Schedule III of the Companies Act, 2013, with the exceptions and modifications as mentioned in the SEBI REIT Regulations.
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 readers level of familiarity with Ind AS. Further, the Special Purpose Combined Financial Statements are special purpose financial statements and have been prepared by the Bagmane REIT and the Manager to meet the requirements of the SEBI REIT Regulations and for inclusion in this Offer Document. 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 Offer Document, 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 the Bagmane REIT, together with the HoldCo (including carve-in asset - Luxor @ Bagmane Capital Tech Park) andSPVs (collectively, the “Portfolio Companies”), as the context requires. Upon the consummation of the Formation Transactions, the Bagmane REIT (through our HoldCo) will acquire 93.00% of the equity share capital of BRPL, one of our SPVs, which holds Bagmane Rio Business Park, and the remaining 7.00% will be held by the Bx Investor. However, unless otherwise stated, all financial and operational data (other than Market Value) presented in this Offer Document with respect to BRPL or Bagmane Rio Business Park, as applicable, represents 100.00% interest in it. Upon the consummation of the Formation Transactions, we will own 100.00% of the securities of our HoldCo and the other SPV, BGP, which hold our remaining Portfolio Assets. See “Formation Transactions in Relation to the Bagmane REIT - Proposed holding structure of our Portfolio Companies” on page 264.
Pursuant to the allocation agreement dated October 23, 2025, entered into between BCPL and third-party joint development partners, Luxor @ Bagmane Capital Tech Park is wholly-owned by BCPL with effectfrom December 1, 2025. Until then, it was jointly owned by BCPL and certain third parties under joint development arrangement with ownership of83.39% and 16.61%, respectively. For the eight months ended November 30, 2025 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, the discrete financial information for Luxor @ Bagmane Capital Tech Park, representing 16.61% share of third parties in the Luxor @ Bagmane Capital Tech Park is not available. Consequently, the Special Purpose Combined Financial Statements do not include any financial information with respect to the share of 16.61% of such third parties for the aforesaid periods. Notwithstanding the above, unless otherwise stated, all operational data presented in this Offer Document represents the entire Luxor @ Bagmane Capital Tech Park which is 100.00% held by BCPL. See “Presentation of Financial Data and Other Information - Financial and Operational Data ” on page 26 and “Risk Factors - The Bagmane REIT has a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions. Further, the Special Purpose Combined Financial Statements are prepared for this Offer Document and may not necessarily be representative of our actual consolidated financial position, results of operation and cash flows for such periods. ” on page 56.
Industry, macro-economic and market data and all industry-related statements in this section have been extracted from the JLL Report, commissioned and paidfor by us. 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 Offer. For further details, see “Industry Overview” on page 107 and “Presentation of Financial Data and Other Information - Valuation Data” on page 30. Any reference to the JLL Report must be read in conjunction with the full JLL Report, which is available on www.bagmanereit.com/media/investor_reports/industry_report.pdf and incorporated by reference in this Offer Document. For further details and risks in relation to commissioned reports, see “Risk Factors - This Offer Document contains information from the JLL Report. ” on page 85.
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” on pages 48 and 31, 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 Portfolio as a whole or of any Portfolio Asset is to Leasable Area; (ii) all operational data of the Portfolio is presented as of December 31, 2025; and (iii) references to tenure of our leases with our tenants and WALE for our Portfolio Assets assume renewals by our tenants after the initial commitment period. Unless otherwise specified, all operating data presented in this Offer Document is in respect of the Leasable Area owned by us and excludes our third-party partners shares of the Total Development Area.
In addition, our MTM Potential (represented as the difference between the average Market Rent of our Portfolio with our average Asset Rent) and re-leasing spread included in this section includes Car Park Rent. Our MTM Potential also considers Market Rents at expiration, as adjusted for area efficiency based on current market practice. Our MTM Potential and re-leasing spread may not be comparable to similarly-titled measures as presented by other companies/REITs and there can be no assurance that our actual rents will reflect the estimated Market Rents, as future rental outcomes may differ due to market conditions and other factors beyond our control. See “Risk Factors - The actual rents we receive for the properties in our Portfolio may be less than the estimated Asset Market Rents for future leasing, and we may not achieve our MTM Potential at the levels we expect, or at all, which could adversely affect our business, results of operations, financial condition and cash flows ” on page 52.
Unless the context requires otherwise or otherwise stated, the financial information used in this section is derived from our Special Purpose Combined Financial Statements on page 525. 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 “nine months ended December 31, 2025” or “9MFY2026” are to the nine months ended December 31, 2025. References to “CY” or “calendar year” are to the relevant calendar year period, and unless otherwise stated, year means calendar year.
Overview
We own and manage premium Grade A+ business parks located in the worlds best performing micro-markets in terms of cumulative net absorption from CY2021 to CY2025 in Bengaluru, the “Silicon Valley” of India, according to the JLL Report. Our Portfolio comprises 20.3 msf of Total Area and 19.6 msf of Leasable Area, with 98.8% Committed Occupancy as of December 31, 2025, which will be the highest among Indian office REITs post-listing, according to the JLL Report. Our tenant roster includes marquee foreign-headquartered multinational tenants such as Google, Amazon, a leading technology company and Nvidia, who rank among the largest companies globally in terms of market capitalization as of December 31, 2025, according to the JLL Report.
We are backed by our Sponsor, the Bagmane Group, Bengalurus largest and one of Indias leading pure-play Grade A+ office owner and developer as of December 31, 2025, according to the JLL Report, with almost 3 decades of experience in operating, developing, leasing and managing large format commercial real estate in Bengaluru, with a pipeline across Bengaluru, Delhi and Chennai. Our Sponsor is one of the pioneers in commercial real estate development in Bengaluru, contributing to the citys transformation into a global business hub, according to the JLL Report, with its core focus on location, quality and tenant relationships. Since the inception of its real estate business in 1999, the Bagmane Group has delivered over 29.7 msf across 7 commercial real estate projects in Bengaluru, representing approximately 12.8% of Bengalurus total Grade A office stock as of December 31, 2025, according to the JLL Report, with another 6.5 msf under development, as of December 31, 2025. Our Sponsor has proven capabilities in the acquisition of large land parcels and entry into joint development arrangements with landowners, to deliver quality real estate developments. Starting in 2002 with 0.3 msf at Bagmane Tech Park in Secondary Business District (“SBD City”) which was completed in 2004, it established itself as one of the early pioneers in developing software technology parks in Bengaluru, according to the JLL Report and commenced construction at Outer Ring Road (“ORR”) in 2008. It developed 6.0 msf by 2013, which nearly doubled to 11.3 msf by 2017. Since then, it expanded its developed portfolio by 2.6 times to 29.7 msf as of December 31, 2025. The Bagmane Group dominated the ORR market from CY2021 to CY2025, leading in both net absorption (31.8% market share) and new supply additions (31.6% market share), according to the JLL Report. As of December 31, 2025, the Bagmane Group has 42.1 msf of future development across 3 cities. Our Sponsor also received a credit rating of [ICRA] AA (Stable) from ICRA Limited on December 29, 2025 and Provisional CARE AA; Stable from CARE Ratings Limited on December 26, 2025, a testament to its financial strength and capabilities.
Our Portfolio comprises 6 premium Grade A+ business parks with 20.3 msf of Total Area, comprising 19.6 msf of Leasable Area as of December 31, 2025, including 16.6 msf of Completed Area, 1.0 msf of Under Construction Area, 2.0 msf of Future Development Area, 2 under-construction hotels totaling 607 keys with a Built-up Area of 0.7 msf and 4 solar power projects (3 operational and 1 under construction) with an aggregate annual capacity of 164.4 MW (DC), of which 91.9 MW (DC) is operational as of December 31, 2025. We believe we differentiate ourselves by adopting a proven leasing strategy that includes (a) focusing on high quality tenants and serving as the partner of choice for foreign-headquartered multinational corporates; (b) providing tailored office spaces for tenants through built-to-suit (“BTS”) solutions; (c) creating expansion opportunities within our Portfolio, which contribute to tenant retention and future growth as tenants continue to expand within our assets; and (d) developing high quality properties with best-in-class infrastructure designed to attract leading global tenants. We achieved a Committed Occupancy of 98.8% as of December 31, 2025, which will be the highest among listed office REITs in India post-listing (7.2% higher than the average1), according to the JLL Report. We have consistently maintained a Committed Occupancy of more than 94.1% since FY2021 even during the COVID-19 pandemic, which attests to the high quality, stability and resilience of our Portfolio and tenants. We have a WALE of 7.4 years as of December 31, 2025, which provides long-term contracted cash flows. Our Asset Market Rents are 17.6% higher compared to average Asset Rents, which presents mark-to-market opportunities to benefit from increased rentals upon their renewal.
Our Portfolio Assets are strategically located in Bengaluru, the best performing office market by net absorption globally and the largest office market in India, accounting for 25.6% of Indias office stock as of December 31, 2025, and 27.2% of Indias cumulative net absorption from CY2021 to CY2025, according to the JLL Report. Within Bengaluru, our Portfolio Assets are strategically located in the worlds best performing micro-markets, Outer Ring Road (“ORR”) and Secondary Business District (“SBD City”) (collectively, our “Portfolio MicroMarkets”), which have collectively outperformed prominent global office markets in terms of cumulative net absorption from CY2021 to CY2025, according to the JLL Report. These Portfolio Micro-Markets also collectively recorded the second lowest vacancy compared to major global cities of 4.3% as of December 31, 2025, according to the JLL Report. We have established a significant presence in our Portfolio Micro-Markets, with the Completed Area of our Portfolio Assets accounting for 13.3% and 29.8% of Grade A+ office space in ORR and SBD City respectively, as of December 31, 2025, according to the JLL Report. ORR is the largest office micro-market in India with a cumulative Grade A office inventory of 95.9 msf as of December 31, 2025, according to the JLL Report. It also recorded the largest cumulative gross leasing volume of 34.4 msf from CY2021 to CY2025 compared to other micro-markets in India, resulting in one of the lowest micro-market vacancies in India of 4.1% as of December 31, 2025, according to the JLL Report. In addition, SBD City is the third largest office micro-market in Bengaluru, commanding the second highest office rentals as of December 31, 2025 in Bengaluru after the Central Business District (“CBD”), according to the JLL Report.
We differentiate ourselves by focusing on becoming the partner of choice for leading multinational corporates. Foreign-headquartered multinational and Global Capability Center (“GCC”) tenants accounted for 98.7% and 88.5% of our Gross Contracted Rentals for the month ended December 31, 2025, respectively, and according to the JLL Report, we will have the highest proportion of GCC tenants among the listed office REITs in India postlisting based on Gross Contracted Rentals (as reported). As of December 2025, there are over 2,975 GCC units in India, with approximately 30% located in Bengaluru, the leading GCC hub in CY2025, and the number of GCC units in India is projected to exceed 4,300 by FY2030, according to the JLL Report. According to the JLL Report, GCCs and foreign-headquartered multinational tenants generally tend to lease premium office spaces at higher average dollar rents, commit to longer lease terms, occupy larger contiguous spaces and incur more tenant improvement capital expenditure, which can lead to tenant ‘stickiness and provides greater stability and predictable cash flows and rent escalations for landlords. As a testament to our success, we achieved a pre-leasing of 72.3% and a leasing of 25.0% within 1 year from completion of the total 4.4 msf of Total Development Area (3.7 msf of Leasable Area) delivered from FY2020 to 9MFY2026.
We have developed long-standing relationships with our tenants and have witnessed several tenant expansions across our Portfolio. For instance, some of our top 10 tenants, namely Google, Amazon, Texas Instruments, Samsung and Volvo, have been our tenants for over 10 years, and have grown their Total Development Area by around 33.1, 13.7, 10.5, 6.5 and 20.4 times respectively, as of December 31, 2025. Out of the 7.2 msf of our total area leased between April 2022 to December 2025, 6.6 msf or 91.7% was leased to existing tenants. This has enabled us to achieve a high tenant Retention Rate of 67.5% from FY2023 to 9MFY2026. We believe our strategy of focusing on BTS solutions designed to address the specific requirements of our foreign-headquartered multinational tenants enhances tenant satisfaction and fosters long-term tenant relationships. As of December 31, 2025, we have developed BTS solutions for 42.8% of Completed Area (and 46.1% of Total Completed Development Area) across 21 buildings in our Portfolio Assets. According to the JLL Report, BTS buildings can support greater tenant stickiness and higher retention ratio, as tenants tend to stay for longer durations in buildings which are customized to their requirements. Within our multinational tenant base, foreign-headquartered multinational tenants accounted for 98.7% of our Gross Contracted Rentals for the month ended December 31, 2025. We believe this underscores our ability to develop office solutions which appeal to foreign-headquartered multinational tenants, who have dominated the Indian office market in terms of demand, accounting for approximately 53.9% of leasing activity across the top 7 cities between CY2021 and CY2025, out of which, approximately 69.0% of demand was from GCCs, according to the JLL Report.
GCCs in India are rapidly moving up the value chain, transitioning from purely cost-arbitrage centres to strategic hubs of innovation, R&D, and global business process transformation, serving as strategic "digital twins" of their foreign headquarters, spearheading cutting-edge R&D, artificial intelligence (“AI”) development, and product innovation globally, according to the JLL Report. Our Portfolio Assets serve multinational, GCC and Fortune 500 corporates in diversified sectors, including technology (development and processes), electronics and e-commerce, and semiconductor, which accounted for 34.3%, 19.8% and 20.7% of our Gross Contracted Rentals for the month ended December 31, 2025, respectively. Some of our prominent tenants include Google (where our Portfolio Asset serves as their largest standalone building worldwide outside of their home country (United States)), Volvo (where our Portfolio Asset serves as their largest research facility globally outside of their home country (Sweden)) and Samsung (where our Portfolio Asset houses their largest R&D facility in the world outside of their home country (South Korea)), according to the JLL Report. Our Portfolio Assets serve a number of tenants engaged in cutting- edge and highly specialized technical work which directly involve or complement the development of technology and AI innovation, according to the JLL Report. For example, some of our technology tenants (such as Google, Open Text and a leading technology company) and electronics and e-commerce tenants (such as Amazon, Samsung and a leading PC manufacturer) are involved in the development and deployment of AI and AI-related technology in products, services and infrastructure, and our semiconductor tenants (such as Nvidia, Texas Instruments, Qualcomm, Infineon and ARM) develop hardware and technologies to support the AI ecosystem, according to the JLL Report. According to the JLL Report, with increasing AI-work being conducted in India, these tenants are expected to remain growth oriented and expand in superior quality assets, such as our Portfolio Assets, which can support a more resilient portfolio.
Connectivity is a cornerstone of our development strategy. Our Portfolio Assets are strategically positioned either contiguously or within close proximity to each other, forming an integrated campus-style ecosystem with an extensive range of facilities and services, according to the JLL Report, to cater to the evolving standards of tenants. Our Portfolio Assets in the ORR micro-market are located along major arterial routes, providing connectivity to key business districts and seamless access to key transport infrastructure, social infrastructure and residential catchments both in ORR and Whitefield, according to the JLL Report. To enhance the connectivity within some of our Portfolio Assets in ORR, Bagmane Constellation Business Park, Bagmane World Technology Centre and Luxor @ Bagmane Capital Tech Park, we have constructed a dedicated internal road system within these assets. This custom-built road provides dual entry and exit points connecting ORR to Whitefield, offering seamless access to key residential nodes across the 2 sides of the city and significantly reducing travel time. This differentiates us as the only development on the ORR stretch to offer this unique connectivity feature, according to the JLL Report. Accessibility is expected to be further enhanced with the citys ongoing infrastructure projects, including an upcoming metro station located outside the entrance of Bagmane World Technology Centre, in close proximity to Bagmane Rio Business Park and adjacent to Bagmane Constellation Business Park and Luxor @ Bagmane Capital Tech Park, according to the JLL Report. Our Portfolio Assets in SBD City are difficult to replicate, owing to the limited availability of large-format tech parks, with only 4 such developments in the entire area (including
2 of our Portfolio Assets), according to the JLL Report. According to the JLL Report, upon listing, we will have the highest proportion of assets among the listed office REITs in India which each exceed 3.5 msf of Leasable Area. The size and scale of our Portfolio Assets enable us to offer comprehensive office solutions with an extensive range of on-campus amenities and facilities to provide a hybrid ‘work and play environment for over 150,000 employees of our tenants working in our Portfolio Assets as of December 31, 2025, according to the JLL Report. Our Portfolio Assets are equipped with a wide range of amenities designed to contribute to employee well-being and productivity, including cafeterias, food courts, fine dining restaurants, gymnasiums, multi-court sports facilities, day care centers, amphitheaters, a lap pool, and meditation zones.
We will have one of the lowest SEZ exposure in terms of Leasable Area among the listed office REITs in India post-listing, according to the JLL Report. As of December 31, 2025, we had 3.6 msf (or 21.4% of Completed Area) across 2 Portfolio Assets notified as SEZs (excluding SEZ area which was converted to non-processing area), which accounted for 16.1% of Gross Contracted Rentals for the month ended December 31, 2025. These Portfolio Assets are highly occupied with a 97.7% Committed Occupancy of Leasable Area notified as SEZs. Our SEZ area has a WALE of 7.2 years, with 26.6% MTM Potential, providing significant headroom for growth.
Our primary strategy is to capitalize on our Portfolio s embedded organic growth, anchored by a robust contractual cash flow profile and significant development potential. We intend to achieve this through multiple levers, including focusing on high-quality tenants, providing BTS solutions, enabling future expansion opportunities within our assets and developing best-in-class properties with connectivity as a cornerstone. We aim to deliver attractive, risk-adjusted returns to our Unitholders through a combination of stable yield from long-term contracted cash-flows and income growth through contractual rent escalations, re-leasing at market rents (average Asset Market Rent of our Portfolio is 17.6% above average Asset Rent as of December 31, 2025), lease-up of vacant area and delivery of Under Construction and Future Development Areas, including our 607-key underconstruction Hotel Assets and 72.5 MW DC under-construction Solar Asset to enhance our amenity offerings.
We also intend to leverage the asset base of our Sponsor and undertake potential acquisitions, including our 47.1 msf of identified ROFO Assets, to expand our market share in Bengaluru as well as selectively enter new markets, including Chennai and Delhi. Upon listing, we will have the largest number of ROFO Assets by Leasable Area compared to the listed office REITs in India, both at the time of their listings and as of December 31, 2025, according to the JLL Report, with 11 ROFO Assets aggregating 47.1 msf of expected Leasable Area or development potential which are under various stages of development as on the date of this Offer Document. We expect our total indebtedness to be approximately 5% of our initial GAV at the time of listing of Units pursuant to the Offer, which according to the JLL Report will be the lowest compared to other listed Indian office REITs post-listing, providing significant financial flexibility to undertake value-accretive acquisitions.
We are deeply committed to sustainability and seek to integrate green practices into every aspect of our business. We have obtained LEED certifications for 89.3% of our Completed Area as of December 31, 2025. We are in the process of applying for an additional 6.3%, reflecting our commitment to the highest standards of sustainability. We have also achieved a 5-star GRESB rating with a score of 93 out of 100 in CY2025, and are one of the first developers in India to become a RE100 member according to the JLL Report, committing to transition to 100.0% renewable electricity by CY2030. Our Portfolio Assets have also obtained various other environmental, health and safety certifications including the British Safety Council five-star certifications, the WELL Health-Safety ratings, the ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health & Safety Management System) certification. We also aim to obtain the USGBC LEED Platinum certification across all campuses by CY2030. We have solar power projects with an aggregate annual capacity of 164.4 MW (DC) as of December 31, 2025, comprising 3 operational solar assets (91.9 MW (DC)) and 1 under construction asset (72.5 MW (DC)) for the supply of renewable power to our assets. For FY2025, 47.1% of our energy requirements across our Portfolio were supplied by renewable energy for FY2025. Upon the completion of our under construction Solar Asset expected in May 2026, we expect our capacity of renewable energy to be equivalent to more than 80% of our Portfolios energy consumption levels as of December 31, 2025. We have also implemented a long-term sustainability roadmap including our goals of achieving a zero waste to landfill and becoming water positive by CY2030, which reflects our commitment to environmental stewardship and continuous improvement in our sustainability performance.
Over the last three Fiscals and the nine months ended December 31, 2025, we have:
• Leased 7.2 msf of which 91.7% is leased to existing tenants; achieved a 15.5% average re-leasing spread on 5.3 msf of area re-leased and leased 1.7 msf of newly completed area (including pre-leased and committed) and 0.2 msf of vacant area.
• Consistently maintained Committed Occupancy of more than 94.1%; grew Committed Occupancy from 94.1% as of March 31, 2022 to 98.8% as of December 31, 2025 (1,409 bps higher than the average Occupancy for India, 933 bps higher than the average Occupancy of Bengaluru and 319 bps higher than the average Occupancy of our Portfolio Micro-Markets, according to data from the JLL Report).
• Increased Gross Contracted Rentals at a 6.5% CAGR.
• Incurred capital expenditure of more than Rs 1,000 million towards various asset repositioning and infrastructure upgrade initiatives across our Portfolio Assets.
• Met 47.1% of our energy requirements for FY2025 through renewable energy.
Our Manager will be led by Richard Hugh Andrew, the Chief Executive Officer of our Manager, who has over 27 years of experience in management roles and functions in the real estate sector, including with BlackRock (Singapore) and Hongkong Land, Raj Kumar T, the Chief Operating Officer of our Manager, who has 23 years of experience in the finance, accounts and other commercial functions in the real estate sector with the Bagmane Group and the Housing and Urban Development Corporation (HUDCO) and Ashay Shailesh Shah, the Chief Financial Officer of our Manager, who has over 16 years of experience which includes over 12 years of experience in corporate finance and financial reporting in the real estate sector. The key personnel and functional heads of our Manager is comprised of 9 individuals with an average experience of over 20 years and strong capabilities across development, leasing, operations, finance and management of real estate assets in India.
The following table sets out information about our Portfolio as of and for the year and period indicated:
Our Portfolio as of and for the year and period: |
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| Type of Asset | Completed Area (msf) * | Under Construction Area (msf)* | Future Development Area (msf)* | Leasable Area (msf) * | WALE (years) *(1) | Committed Occupancy (%)* | Revenue from Operations? (FY2025, Rs million) | Market Value as of December 31, 2025(3) (Rs million) | % of Total Market Value * | |
Commercial Office |
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Bagmane World Technology Centre |
Business Park | 4.5 | - | - | 4.5 | 8.4 | 98.2% | 6,740.85 | 85,680.8 | 21.3% |
Bagmane Constellation |
Business Park | 5.0 | 5.0 | 6.0 | 100.0% | 5,708.66 | 89,241.4 | 22.2% | ||
Business Park |
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Bagmane Rio Business Park(4) |
Business Park | 1.1 | - | - | 1.1 | 11.0 | 100.0% | 1,258.05 | 17,730.1 (3) | 4.4% |
Luxor @ Bagmane Capital Tech Park(5) |
Business Park | 1.0 | - | - | 1.0 | 8.8 | 100.0% | 1,386.98 | 20,164.7 | 5.0% |
Bagmane Tech Park |
Business Park | 3.9 | - | 0.5 | 4.4 | 5.7 | 98.7% | 7,139.22 | 111,239.0 | 27.6% |
Bagmane Cosmos Business Park |
Business Park | 1.0 | 1.0 | 1.5 | 3.6 | 12.0 | 94.2% | 727.29 | 65,608.4 | 16.3% |
Sub-Total Office |
16.6 | 1.0 | 2.0 | 19.6 | 7.4 | 98.8% | 22,961.05 | 389,664.3 | 96.8% | |
Ancillary assets |
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Luxury Hotel at Bagmane World Technology Centre |
Hotel | - | 207 keys | - | 207 Keys | - | NA | - | 1,928.5 | 0.5% |
Upscale Hotel at Bagmane World Technology Centre |
Hotel | - | 400 keys | - | 400 Keys | - | NA | - | 3,424.2 | 0.9% |
Solar Assets |
Solar Parks | 91.9 MW (DC) | 72.5MW (DC) | - | 164.4MW (DC) | - | NA | 746.47 | 7,617.9 | 1.9% |
Sub-total ancillary assets |
91.9 MW (DC) | 607 Keys / 72.5 MW (DC) | - | 607 Keys / 164.4 MW (DC) | - | NA | 746.47 | 12,970.6 | 3.2% | |
Total Portfolio / Revenue from Operations (net of eliminations) |
16.6 msf/ 91.9 MW (DC) | 1.0msf/ 607 keys/ 72.5 MW (DC) | 2.0 msf | 19.6 msf / 607 Keys / 164.4MW (DC) | 7.4 | 98.8% | 23,707.52 | 402,634.9 | 100.0% | |
Notes:
*Represents data as of December 31, 2025.
(1) Weighted against Gross Contracted Rentals assuming tenants exercise their renewal options prior to the expiry of their initial commitment period.
(2) The asset wise revenue from operations in the table above are derived from the segment wise revenue from operations (net of eliminations) - Segment Revenue as per Ind AS 108 - Operating Segments, which is disclosed as per REIT Regulations. See “Managements Discussion and Analysis of Financial Condition and Results of Operations ? Principal Components of our Statement of Profit and Loss ” on page 345.
(3) Market Value of our Portfolio Assets as of December 31, 2025 (derived from the Valuation Report undertaken by Kzen Valtech Private Limited). See “Summary Valuation Report ” on page 600. The Market Value of Bagmane Rio Business Park as of December 31, 2025 represents our 93.00% interest in it. Please refer to note (4) below.
(4) Upon the consummation of the Formation Transactions, the Bagmane REIT (through our HoldCo) will acquire 93.00% of the equity share capital of BRPL, one of our SPVs, which holds Bagmane Rio Business Park, and the remaining 7.00% will be held by the Bx Investor. However, unless otherwise stated, all financial and operational data (other than Market Value) presented in this Offer Document with respect to BRPL or Bagmane Rio Business Park, as applicable, represents 100.00% interest in it. We propose to own 100.00% of the securities of our HoldCo and the other SPV, BGP, which hold our remaining Portfolio Assets. See “Formation Transactions in Relation to the Bagmane REIT - Proposed holding structure of our Portfolio Companies” on page 264.
(5) Pursuant to the allocation agreement dated October 23, 2025, entered into between BCPL and third-party joint development partners, Luxor @ Bagmane Capital Tech Park is wholly-owned by BCPL with effect from December 1, 2025. Until then, it was jointly owned by BCPL and certain third parties under joint development arrangement with ownership of83.39% and 16.61%, respectively. For the eight months ended November 30, 2025 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, the discrete financial information for Luxor @ Bagmane Capital Tech Park, representing 16.61% share of third parties in the Luxor @ Bagmane Capital Tech Park is not available. Consequently, the Special Purpose Combined Financial Statements do not include any financial information with respect to the share of 16.61% of such third parties for the aforesaid periods. Notwithstanding the above, unless otherwise stated, all operational data presented in this Offer Document represents the entire Luxor @ Bagmane Capital Tech Park which is 100.00% held by BCPL. See “Presentation of Financial Data and Other Information ? Financial and Operational Data ” on page 26 and “Risk Factors - The Bagmane REIT has a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions. Further, the Special Purpose Combined Financial Statements are prepared for this Offer Document and may not necessarily be representative of our actual consolidated financial position, results of operation and cash flows for such periods. ” on page 56.
The following sets forth a breakdown of the Market Value of our Portfolio by asset type and construction status, as of December 31, 2025:
Note: Includes the Market Value of our under-construction Hotel Assets and Solar Assets. Our Market Value for Bagmane Rio Business Park as of December 31, 2025 represents our 93.00%o interest in it
Factors Affecting our Results of Operations
The performance of the commercial real estate market in India, particularly in Bengaluru and the micro markets where our Portfolio Assets are located.
We derive our revenue primarily from the leasing of office space and incidental activities. Income from leasing contributed to 84.49%, 84.40%, 80.94%, and 80.99% of our revenue from operations for the nine months ended December 31, 2025, FY2025, FY2024 and FY2023, respectively. Accordingly, we depend on the performance of the commercial real estate market in India, particularly in Bengaluru and the micro markets where our Portfolio Assets are located. The commercial real estate market in these cities 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, all of our revenue from operations are derived from our properties located in Bengaluru. Accordingly, the growth of the real estate markets in Bengaluru has largely driven the growth in our revenues. Bengaluru is the best performing office market by net absorption globally and the largest office market India, accounting for 25.6% of Indias office stock as of December 2025 and 27.2% of Indias cumulative net absorption from CY2021 to CY2025, according to the JLL Report. Driven by sustained demand and low vacancies in key commercial corridors, Bengaluru office rents are expected to rise at a CAGR of approximately 5.3% during CY2025 to CY2028, according to the JLL Report. Any increase or decrease in demand for office space and rental trends in Bengaluru 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, see “Industry Overview" on page 107.
Within Bengaluru, our business also significantly depends on the performance of the micro-markets where the Portfolio Assets are located, namely ORR (where we have 4 Portfolio Assets) and SBD City (where we have 2 Portfolio Assets). ORR and SBD City (collectively, our “Portfolio Micro-Markets"), have outperformed the broader India market, with an average of 155 bps higher average Base Rent growth from CY2021 to CY2025 and 1,085 bps lower vacancy as of December 31, 2025, according to the JLL Report. The following illustrates the Portfolio Micro-Markets where our Portfolio Assets are located in Bengaluru:
• ORR, Bengaluru: We have 4 Portfolio Assets located in the ORR micro-market, namely Bagmane World Technology Centre, Bagmane Constellation Business Park, Bagmane Rio Business Park and Luxor @ Bagmane Capital Tech Park. ORR is the largest office micro-market in India with a cumulative Grade A office inventory of 95.9 msf as of December 31, 2025, boasting more office space than the entire office market in major Indian cities such as Chennai, Pune and Kolkata, according to the JLL Report. Segment revenue of our Portfolio Assets located in the ORR micro-market contributed to 62.53%, 63.67%, 64.53% and 63.44% of our revenue from operations for the nine months ended December 31, 2025, FY2025, FY2024 and FY2023, respectively.
• SBD City, Bengaluru: We have 2 Portfolio Assets located in the SBD City micro-market, namely Bagmane Tech Park and Bagmane Cosmos Business Park. SBD City ranks as the citys third-largest office micromarket with an office inventory of 25.2 msf as of December 31, 2025, according to the JLL Report. SBD City commanded the citys second-highest office rentals as of December 31, 2025 after the CBD and has experienced consistent rental appreciation, with a CAGR of 5.7% between CY2021 to CY2025, driven by supply constraints and low vacancy rates according to the JLL Report. Segment revenue of our Portfolio Assets located in the SBD City micro-market contributed to 34.29%, 33.18%, 31.30% and 31.80% of our revenue from operations for the nine months ended December 31, 2025, FY2025, FY2024 and FY2023, respectively.
Accordingly, any factors impacting the micro-markets where our Portfolio Assets are located, can have a material impact on our revenue from operations and results of operations.
The following sets forth a breakdown of revenue from operations (net of eliminations) - segment revenue derived from our operating segments as per Ind AS 108 - Operating Segments and its percentage of revenue from operations, as derived from our Special Purpose Combined Financial Statements for the years and period indicated.
Nine months ended December 31, 2025 |
Fiscal Year ended March 31, |
|||||||
2025 |
2024 |
2023 |
||||||
Particulars |
in millions) | (% of Revenue from Operations) | (Rs in millions) | (% of Revenue from Operations) | (Rs in millions) | (% of Revenue from Operations) | (Rs in millions) | (% of Revenue from Operations) |
Bagmane World Technology Centre |
5,264.61 | 27.10% | 6,740.85 | 28.43% | 5,814.32 | 26.36% | 4,325.11 | 21.85% |
Bagmane Constellation Business Park |
4,706.56 | 24.22% | 5,708.66 | 24.08% | 5,556.96 | 25.20% | 5,391.74 | 27.24% |
Bagmane Rio Business Park |
1,071.50 | 5.51% | 1,258.05 | 5.31% | 1,501.65 | 6.81% | 1,582.38 | 7.99% |
Luxor @ Bagmane Capital Tech Park |
1,105.90 | 5.69% | 1,386.98 | 5.85% | 1,358.42 | 6.16% | 1,257.97 | 6.36% |
Nine months ended December 31, 2025 |
Fiscal Year ended March 31, |
|||||||
2025 |
2024 |
2023 |
||||||
Particulars |
in millions) | (% of Revenue from Operations) | (Rs in millions) | (% of Revenue from Operations) | (Rs in millions) | (% of Revenue from Operations) | (Rs in millions) | (% of Revenue from Operations) |
Bagmane Tech Park |
5,624.34 | 28.95% | 7,139.22 | 30.11% | 6,738.16 | 30.56% | 6,293.66 | 31.80% |
Bagmane Cosmos Business Park |
1,037.06 | 5.34% | 727.29 | 3.07% | 164.17 | 0.74% | - | - |
Solar Assets |
619.40 | 3.19% | 746.47 | 3.15% | 919.97 | 4.17% | 942.26 | 4.76% |
Revenue from Operations |
19,429.37 | 100.00% | 23,707.52 | 100.00% | 22,053.65 | 100.00% | 19,793.12 | 100.00% |
Industry sectors and performance of our tenants
Our business depends on the performance of our tenants, particularly multinational corporates, including GCCs. Multinational and GCC tenants accounted for 98.7% and 88.5% of our Gross Contracted Rentals for the month ended December 31, 2025, respectively, and according to the JLL Report, upon listing, we will have the highest proportion of GCC and multinational tenants among the listed office REITs in India.
As of December 2025, there are over 2,975 GCC units in India, and the number of GCCs in India is projected to exceed 4,300 by FY2030, according to the JLL Report. Bengaluru, where our Portfolio Assets are located, is the leading GCC hub in India as of December 2025, and accounted for 37.8% of total GCC leasing activity from CY2016 to CY2025, according to the JLL Report. Foreign-headquartered multinational tenants continue to be the primary drivers of the GCC market in India, according to the JLL Report. Foreign-headquartered multinational tenants and GCCs generally tend to lease premium office spaces at higher average dollar rents, commit to longer lease terms and occupy larger contiguous spaces and incur more tenant improvement capital expenditure, which can lead to tenant ‘stickiness” and provides greater stability and predictable cash flows and rent escalations for landlords, according to the JLL Report. Our focus on multinational and GCC tenants as well as the strategic location of our Portfolio Assets in Bengaluru, positions us to benefit from the increasing demand by GCCs in India and grow our revenues. However, multinational and GCC tenants may be more susceptible to changes in global economic conditions which may have an adverse impact on their business and ability to service their lease agreements or expand the office space that they have leased in the Portfolio Assets, thereby affecting our revenues.
Our business also depends on the performance of the industry sectors of our tenants. Our Portfolio Assets serve multinational, GCC and Fortune 500 corporates in diversified sectors, including technology (development and processes), electronics and e-commerce as well as semiconductor, which accounted for 34.3%, 19.8% and 20.7% of our Gross Contracted Rentals for the month ended December 31, 2025, respectively. Any adverse developments affecting the industries in which our tenants operate, including changes in technology, shifts in consumer preferences, supply chain disruptions, regulatory changes, and heightened global competition, may adversely affect their demand for office space. In particular, we are dependent on our top 10 tenants, who accounted for 63.0% of our Gross Contracted Rentals for the month ended December 31, 2025 and any adverse developments affecting one or more of our top 10 tenants could have a material adverse impact on our lease rentals. 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.
Occupancy rates and lease expiries
The success of our business depends on our ability to maintain high occupancy at our Portfolio Assets. Our Portfolio had a Committed Occupancy of 98.8% as of December 31, 2025, which will be the highest among the listed office REITs in India upon listing, according to the JLL Report. Committed Occupancy rates depend on several factors including the attractiveness of the markets and micro-markets in which the Portfolio Assets are 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 leases (including pre-leases for under construction properties or properties where leases are expiring).
According to the JLL Report, our Portfolio Assets are considered to be of superior-quality due to their scale, excellent connectivity, best-in-class infrastructure, amenities, focus on sustainability and professional management. These factors have contributed to high occupancy rates in several of our Portfolio Assets. We typically enter into long-term leases with our tenants, which provide us with a steady source of rental income. Most of the leases for our Portfolio generally range from 5 to 15 years, with an initial commitment period of 5 years in most cases and subsequent renewal options, which provides visibility on the growth of our future cash flows.
Further, owing to our leasing strategy which focuses on providing BTS solutions, a number of our Portfolio Assets have a single or few tenants occupying the entire property or a substantial portion of the property for long durations. Our business, financial condition, and results of operations are therefore significantly dependent on the continued occupancy and timely rental payments by these tenants. Certain Portfolio Assets also have tenants who account for a significant portion of the Gross Rentals at the asset. 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 weighted average lease expiry (“WALE”) as of the periods indicated.
| Committed Occupancy (%) as of December 31, 2025 | WALE (in years)(1) as of December 31, 2025 | |
Portfolio Assets |
||
| Bagmane World Technology Centre | 98.2 | 8.4 |
| Bagmane Constellation Business Park | 100.0 | 6.0 |
| Bagmane Rio Business Park | 100.0 | 11.0 |
| Luxor @ Bagmane Capital Tech Park | 100.0 | 8.8 |
| Bagmane Tech Park | 98.7 | 5.7 |
| Bagmane Cosmos Business Park | 94.2 | 12.0 |
AVERAGE |
98.8 | 7.4 |
Notes:
(1) Weighted according to Gross Contracted Rentals assuming tenants exercise their renewal options post expiry of their initial commitment period
As part of our leasing strategy, we engage with our tenants to understand their growth plans and requirements and adapt our leasing strategy accordingly. Additionally, we have developed several tenant engagement initiatives targeted at promoting the health and wellbeing as well as social interactions with our tenants and their employees. However, in the event our tenant engagement initiatives and leasing strategies are unsuccessful or are discontinued for any reason, and tenants do not renew leases or terminate leases earlier than expected with the contracted notice period, generally ranging generally of three to six months, it may take time to find new tenants which can lead to periods where we have vacant areas within the Portfolio Assets that do not generate lease rentals and in turn, can adversely impact our results of operations.
Rental rates and escalations
Our revenue from operations is primarily comprised of income from leasing and property maintenance services that we provide to our tenants at our Portfolio Assets. Income from leasing contributed to 84.49%, 84.40%, 80.94%, and 80.99% of our revenue from operations for the nine months ended December 31, 2025, FY2025, FY2024 and FY2023, respectively. Property maintenance services provided to our tenants in our Portfolio Assets contributed to 10.86%, 10.84%, 10.81%, and 11.55% of our revenue from operations for the nine months ended December 31, 2025, FY2025, FY2024 and FY2023, respectively. For more information on our property maintenance services arrangements, see “Management Framework on page 280.
Accordingly, our revenue from operations is directly affected by the lease rental rates and the rates of our CAM services at our Portfolio Assets. 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 lease 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. A majority of our leases have typical rent escalations built-in of 15.0% every 3 years. The contractual escalations provide stable cash flow growth and a natural hedge against inflation. Our Portfolio had a Committed Occupancy of 98.8% as of December 31, 2025 and we are well-positioned to achieve organic growth through a combination of contractual rent escalations, re-leasing at market rents and lease-up of vacant space. Approximately 3.6 msf (22.5% of total Occupied Area) is expected to come up for expiries between FY2026 and FY2030 which has an embedded average MTM potential of 19.3%. This presents us with a rental growth opportunity through re-leasing at higher rentals, which can increase our revenue.
Our total expenses
Our total expenses amounted to Rs 7,172.07 million, Rs 10,470.63 million, Rs 10,117.98 million and Rs 8,597.81 million, or 36.60%, 43.79%, 45.22% and 42.93% of our total income for the nine months ended December 31, 2025, FY2025, FY2024 and FY2023, respectively. Our total expenses consist of (a) sub-contractor cost, (b) employee benefits expense, (c) finance costs, (d) depreciation expense and (e) other expenses.
As such, our profitability is subject to our ability to monitor and manage our expenses. Our expenses may be affected by various factors, including those beyond our control, such as asset occupancy levels, fuel prices, general cost inflation, periodic renovation, refurbishment and other costs related to re-leasing. We may also encounter unanticipated delays or cost increases associated with building materials or construction services resulting from trade tensions, disruptions, tariffs, duties or restrictions or an epidemic, pandemic or other health crisis or other exceptional events such as extreme weather, including floods, heatwaves or droughts causing shortage of water.We also provide CAM services to tenants in our Portfolio Assets 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 lease cancellation 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 Portfolio Assets age, the costs of maintenance increases, and without significant expenditure on refurbishment, the gross asset value could decline. The quality and design of our Portfolio have a direct influence over the demand for space in, and the rental rates of, our Portfolio. As such, we may be required to maintain our Portfolio Assets more frequently to preserve their status as Grade A+ assets in India, which could increase our operating and maintenance expenses.
Cost of financing
Finance costs amounted to Rs 2,510.91 million, Rs 3,940.26 million, Rs 3,531.07 million and Rs 2,843.88 million, or 12.81%, 16.48%, 15.78% and 14.20% of our total income for the nine months ended December 31, 2025, FY2025, FY2024 and FY2023, respectively, and primarily comprised interest expense on term loans from banks and financial institutions. 95.01% of our total borrowings were on a floating rate basis as at December 31, 2025 and March 31, 2025, 2024 and 2023, respectively. As the cost of financing is material for us, any inability to obtain funding at competitive interest rates or any increase in interest rates may result in an increase in our finance costs and adversely affect our results of operations and cash flows. Further, our finance cost is contingent to external factors such as monetary policies of the Reserve Bank of India.
We may incur further debt and a significant amount of such future debt may be utilized in the operation and development of our business. The terms of any debt financing may include restrictive covenants, as well as restrictions that affect our Portfolio Companies distribution and operating policies, including the ability to obtain additional loans. Additionally, new properties that are recently completed, acquired or redeveloped may not produce revenue immediately, and the cash flow from such properties may be insufficient to pay the operating expenses and principal and interest on debt incurred for the acquisition or development of such properties until they are leased. As a result, cash flows of the relevant Portfolio Companies may be impacted due to increased debt servicing requirements until such time that the leasing operations of such newly developed or acquired properties are stabilized. Consequently, our cash flows and operating results and our ability to make distributions
to Unitholders could be adversely affected by required repayments or related interest or restrictive covenants and other risks of our debt financing.
Development timeline and costs
As of December 31, 2025, our Portfolio included 1.0 msf of Under Construction Area, 2 under construction hotels totaling 607 keys with a Built-Up Area of 0.7 msf, 2.0 msf of Future Development Area and 1 under-construction Solar Asset with an expected capacity of 72.5 MW (DC) as of December 31, 2025. The timely development of our pipeline is expected to positively impact our financial performance.
We typically commence construction based on a comprehensive assessment of upcoming supply and recent absorption trends, various other micro and macro factors impacting the demand for our assets as well as the availability of suitable financing. Depending on the specific needs of tenants, we may also construct office space on a BTS basis. See “- Significant share of BTS assets comprising 42.8% of Completed Area (46.1% of Total Completed Development Area) across 21 buildings as of December 31, 2025, creating a stable and resilient Portfolio” on page 190. These initiatives enhance our ability to develop and maintain long-term relationships with our tenants. A developments timeline depends on factors such as size, design and tenant specifications, if any. Further, we also offer fit-out services to our tenants looking to outsource their fit-out works, particularly to cater to the foreign-headquartered multinational tenants or GCCs who may wish to leverage our experience and local contacts to efficiently execute fit-outs in India. As the capex for the fit-out services is amortized over 3 to 8 years or the tenants lease term, this enables us to increase the Gross Contracted Rentals we can charge (which includes fit-outs) and provides us with an opportunity to increase our margins.
The time and costs required to complete a project depends on various factors, including business plans, the availability of financing, labor and raw materials, the receipt of regulatory clearances, access to utilities such as electricity and water, the operating and financial condition of the vendors and contractors we use in our business, and other contingencies such as adverse weather conditions. While the industry construction costs have increased due to the rise in costs of input materials led by macroeconomic factors and inflation, we believe our design and procurement strategy, centralized procurement team and long-term relations with key vendors and contractors will enable us to optimize our construction costs. However, there is no assurance we will be successful in doing so. Any delays or failure to complete a project could result in, among others, any of the following:
• costs substantially exceeding those originally budgeted for;
• failure to achieve the projected returns of the asset;
• delays in commencement of committed leases in the asset, resulting in a loss of revenue and potential termination of such leases;
• dissatisfaction among our tenants, resulting in negative publicity and decreased demand for our assets;
• penalties under the terms of agreements with tenants or otherwise in connection with any delays in the completion of the project; and
• expiration of relevant approvals.
See “Risk Factors -There can be no assurance that the Under Construction Area or Future Development Area or any of our other under-construction projects will be completed in its entirety in accordance with anticipated timelines or costs or that we will achieve the results expected from such projects, which may adversely affect our business, financial condition, results of operations and cash flows and affect our ability to meet our Projections A on page 74.
We capitalize our construction and borrowing costs in relation to our properties under construction and capitalize brokerage costs on leasing in respect of our investment properties. When construction is completed, borrowing costs are charged to our statement of profit and loss as finance costs, causing an increase in expenses.
Future acquisitions
Going forward, we intend to selectively acquire, from the Sponsor under the ROFO Deed or from third parties, commercial real estate assets that meet our investment criteria and objectives. For further details, see “Our Business and Properties?Business and Growth Strategies?Value-accretive acquisition strategy to support our
future growth, supported by our robust balance sheet", “Risk Factors?We may not be successful in any future acquisitions, and there can be no assurance that we will be able to successfully manage any assets we may acquire in the future. Further, any of our acquisitions in the future may be subject to risks"" and “Key Terms of the Formation Transaction - ROFO Agreement” on pages 80 and 272 respectively. Our ROFO Assets are located in Bengaluru, Chennai and Delhi which offer us opportunities to expand our market share in Bengaluru and diversify our geographical footprint into new markets in India. Further, pursuant to the terms of the joint development agreements, we have a right of first offer on the third party partners portion if they seek to sell them. As of December 31, 2025, out of the 2.5 msf of Total Development Area held by our third party partners, we have a right of first offer over 1.1 msf of such Total Development Area, which provides us the potential to increase the Leasable Area of our Portfolio Assets. Each new acquisition that we complete may materially affect our overall results of operations and financial position. In addition, our acquisition strategy may require a significant amount of working capital and long-term funding. Our ability to acquire properties will depend on our ability to raise funding from further issuance or units, debt financing on commercially viable terms or other sources of funds, which will in part be affected by the prevailing market conditions, interest rates and the price of our units at the time of acquisition.
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 land acquisition, funding sources, the ratio of built-up area to land area, land usage, the suitability of building sites, road access, necessary community facilities, open spaces or green cover, water supply, sewage disposal systems, electricity supply, environmental clearances or approvals and size of the project, tax laws including rules and legislations pertaining to the levy of income tax, property tax, stamp duty and GST. Our Portfolio Companies are 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 455. We are also required to comply with the SEBI REIT Regulations, which oversee the setup, operations and governance of 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. Property tax amounted to Rs430.24 million, Rs574.76 million, Rs707.56 million, and Rs584.00 million, or 2.20%, 2.40%, 3.16%, and 2.92% of our total income for the nine months ended December 31, 2025, FY2025, FY2024, and FY2023, respectively.
The operations of our solar assets are dependent on state government tariff orders for green energy and may be adversely impacted if tariffs are reduced or additional surcharges, taxes or increases in open access charges are imposed. For instance, our revenue from operations from our Solar Assets decreased by Rs 173.50 million or 18.86% to Rs 746.47 million in FY2025 from Rs 919.97 million in FY2024 primarily on account of reduction in power tariffs. In addition, during FY2025, the Karnataka Electricity Regulatory Commission (KERC) issued the Combined Tariff Order 2025, revising the solar power tariff in Karnataka from the existing Rs8.00/kWh to Rs5.95/kWh for FY2026, Rs5.70/kWh for FY2027 and Rs5.40/kWh for FY2028. While the reduction in tariffs has been challenged and revised higher rates have been notified for further deliberation, and the KERC issued an order dated March 3, 2026 revising the BESCOM tariff to Rs6.90/kWh for FY2026, there can be no assurance that such measures will continue to be successful in the future. Any failure to increase tariffs or any future reductions in tariffs in the state of Karnataka will have an adverse impact on the revenues of our SPV, BGP, which holds our 3 operational solar assets (91.9 MW (DC)) and 1 under construction asset (72.5 MW (DC)) as well as the value of our Solar Assets.
As of December 31, 2025, we had 3.6 msf (or 21.4% of Completed Area) of SEZ across 2 Portfolio Assets notified as SEZs (excluding SEZ area which was converted to non-processing area), which accounted for 16.1% of Gross Contracted Rentals for the month ended December 31, 2025, and upon listing, we will have one of the lowest SEZ exposure in terms of Leasable Area among the listed office REITs in India, according to the JLL Report. On December 6, 2023, the Ministry of Commerce and Industry, Government of India, issued the Special Economic Zones (Fifth Amendment) Rules, 2023 amending the SEZ regulations, permitting the demarcation and denotification of non-processing areas within an SEZ relating to complete floors with appropriate access control mechanisms subject to the repayment of tax benefits and certain other conditions. However, there is uncertainty in the manner of calculation of the quantum of duty benefit to be refunded to the relevant governmental authority.
Hotel Operations
To enhance our offerings, we also have 2 under construction hotels, a luxury hotel and an upscale hotel, totaling 607 keys at Bagmane World Technology Centre to facilitate the needs of tenants executives, clients and visitors. These hotels are expected to be managed by internationally-recognized hotel operators, upon the execution of their respective hotel operator agreements, and which are expected to generate incremental revenues upon their completion. If we fail to secure an arrangement with a suitable hotel operator, we may experience delays in the opening and operation of these hotels, which could lead to a loss of revenue and increased operating costs which are not recoverable. Further, during the development stages of a new hotel, we will incur significant pre-opening expenses. During the ramp-up stage immediately after the opening of each hotel, its occupancy rate increases gradually and the revenues generated from such hotel operations, including from room rentals and the sale of food and beverages, may be insufficient to cover its operating costs, which are relatively fixed in nature. As a result, our newly opened hotels may not achieve profitability until they reach a mature level of operations.
Further, our hotel operators are expected to be granted varying degrees of control and discretion in the construction, management and operation of the individual hotel properties under the terms of management agreements. As such, we may not be able to effectively oversee the operations of our hotels and manage our expenses incurred in connection with our hotels. Any increase in expenses incurred in connection with our hotels which are managed by our hotel operators could cause profits of our hotels to decrease, upon the completion of construction.
The revenues expected to be generated from the hotels following their construction are subject to the hotel occupancy rates and average daily rate (“ADR”) of these hotels. The hospitality industry is cyclical, with demand generally following key macroeconomic indicators on a lagged basis. Changes in economic conditions can result in decreased demand for hotel rooms, leading to lower occupancy levels and a decline in room rates and ADR. Furthermore, the costs of running a hotel are more fixed than variable, including expenses such as employee costs, utilities, and insurance. When demand for our hotels decreases, the resulting decline in revenues can adversely affect our net cash flow, margins, and profits. Conversely, during economic upturns, increased demand for hotel rooms can cause our net cash flow, margins, and profits to rise disproportionately compared to the increase in revenues.
Competition
We operate in highly competitive markets. Competition in these markets is based primarily on location, rental rates, building quality, reputation of the developer, access to parking, and levels of services provided to tenants, among others.
Competition from other developers in India may adversely affect our ability to lease our projects, and continued development by other market participants could result in saturation or oversupply of the real estate market which could adversely impact our revenues from commercial operations.
In relation to our under construction hotels, we also face competition from other international hotel chains and established global and Indian hotel brands which may have stronger customer loyalty and greater market share than us. Any inability to compete effectively following the completion of our under construction hotels could also adversely impact our revenues.
We may also have conflicts of interest with our Sponsor and Sponsor Group. See “Risk Factors?Conflicts of interest may arise out of common business objectives shared by the Manager, the Sponsor, the Sponsor Group and us. ” on page 87. Increasing competition could result in price and supply volatility which could materially and adversely affect our results of operations.
See “Industry Overview” on page 107.
Basis of preparation of the Special Purpose Combined Financial Statements
The special purpose combined financial statements comprise financial statements of Bagmane Prime Office REIT ("Bagmane REIT"), Bagmane Developers Private Limited (including carve- in asset - Luxor @ Bagmane Capital Tech Park) ("BDPL"), Bagmane Rio Private Limited ("BRPL") and Bagmane Green Power LLP ("BGP LLP") (together referred to as the "Bagmane REIT Group") for the nine months ended December 31, 2025 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 (the "Special Purpose Combined Financial Statements").
The Special Purpose Combined Financial Statements comprise the Special Purpose Combined Balance Sheet as at December 31, 2025, 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 nine months ended December 31, 2025 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and a summary of material accounting policies and other additional financial disclosures as required under Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 and Securities and Exchange Board of India (SEBI) Master Circular for Real Estate Investment Trusts, as amended from time to time (the "SEBI REIT Regulations”). The Special Purpose Combined Financial Statements were approved for issue in accordance with resolution passed by the Board of Directors of the Manager on March 3, 2026.
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 the SEBI 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 SEBI REIT Regulations, notes mentioned below and accounting policies described in the Special Purpose Combined Financial Statements.
Further, the Special Purpose Combined Financial Statements have been prepared as per Division II of Schedule III of the Companies Act, 2013, with the exceptions and modifications as mentioned in the SEBI REIT Regulations. Specific attention is drawn to the following aspects:
- In preparing the Special Purpose Combined Financial Statements, “Capital” represent capital of components.
- As on date of financial statements, Bagmane REIT has not issued any units and hence, Unit capital and the earnings per unit could not been computed and not disclosed.
The Special Purpose Combined Financial Statements are special purpose financial statements and have been prepared by the Manager to meet the requirements of the SEBI REIT Regulations and for inclusion in the Offer Document and the Final Offer Document (collectively, the "Offer Documents") prepared by the Manager in connection with the proposed initial public issue of units of Bagmane REIT. As a result, the Special Purpose Combined Financial Statements may not be suitable for any other purpose.
The Special Purpose Combined Financial Statements are prepared based on an assumption that all the components were part of Bagmane REIT for such period when Bagmane REIT was not in existence. Accordingly, all the components (including components directly or indirectly acquired by sponsor after April 1, 2022) have been combined for the period presented.
During the year ended March 31, 2023, the Bagmane REIT Group had filed Composite Scheme of Arrangement to demerge its certain business parks/demerged undertakings ("Demerged Undertakings") to Bagmane Rio Private Limited, Akruthi Infra-build Developers Private Limited, Bagmane Sierra Private Limited and Bagmane Construction Private Limited and merge Bagmane Leasing and Finance Private Limited and SBG Software Private Limited ("Merged Entities") with the Bagmane REIT Group, with National Company Law Tribunal ("NCLT") in terms of the provisions of sections 230 to 232 and all other applicable provisions of the Companies Act, 2013. On October 22, 2024, the Bagmane REIT Group has received approval for the Composite Scheme of Arrangement from NCLT with effective date of July 1, 2024.
In the preparation of the Special Purpose Combined Financial Statements:
a) The Demerged Undertakings are carved out from the Bagmane REIT Group for all the periods presented in accordance with the guidance prescribed in the SEBI REIT Regulations. The net assets related to Demerged Undertakings are considered at book value to carve out from Group in the preparation of the Special Purpose Combined Financial Statements for all the periods presented and accounted as Capital Reserve in Other Equity pursuant to the Composite Scheme of Arrangement approved by NCLT.
b) The Merged Entities are considered as part of Bagmane REIT for all the periods presented in accordance with the guidance prescribed in the SEBI REIT Regulations. The net assets acquired of the Merged Entities are considered at book value in the preparation of the Special Purpose Combined Financial Statements for all the periods presented and the balance is accounted as Capital Reserve in Other Equity pursuant to the Composite Scheme of Arrangement approved by NCLT.
c) The carved-in assets (Luxor @ Bagmane Capital Tech Park), read with “Presentation of Financial Data and Other Information - Financial and Operational Data" on page 26, are considered as part of Bagmane REIT for all the periods presented in accordance with the guidance prescribed in the SEBI REIT Regulations. The net assets to be acquired by BDPL from BCPL are considered at book value in the preparation of the Special Purpose Combined Financial Statements for all the periods presented and the balance is accounted as retained earnings in Other Equity.
The Special Purpose Combined Financial Statements may not be representative of the position which may prevail after the components are transferred to Bagmane REIT. Further, the resulting financial position may not be that which might have existed if the combining business had been a standalone business.
The Special Purpose Combined Financial Statements have been prepared on a going concern basis. The Special Purpose Combined Financial Statements have been prepared on the historical cost basis except otherwise indicated in the accounting policies.
The Special Purpose Special Purpose Combined Financial Statements are prepared in Indian Rupees and rounded off to nearest million, except when otherwise indicated.
Summary of Select Material Accounting Policies and Estimates
Set forth below is a summary of our select material accounting policies and estimates used in the preparation of our Special Purpose Combined Financial Statements.
Select Material Accounting Policies
Income from leasing
Income from leasing is accounted for on a straight-line basis over the lock-in term. Contingent rents are recognised as revenue in the period in which they are earned.
Unbilled lease income, Advance lease income and Deferred lease income - Current: Unbilled lease income pertains to amounts recognised as revenue over the lease term on straight line basis which will be billed subsequently in the ensuing year. Advance lease income pertains to the amounts billed to the customers as per the contractual terms of lease which will be recognised subsequently in the ensuing year. Deferred lease income represents the unamortised portion of impact arising on amortised cost accounting of lease deposit at the inception of lease which is recognised subsequently over the balance lease term in the ensuing year.
Unbilled lease income, Advance lease income and Deferred lease income - Non-Current: Unbilled lease income pertains to amounts recognised as revenue over the lease term on straight line basis which will be billed subsequently in the ensuing 1 to 5 years. Advance lease income pertains to the amounts billed to the customers as per the contractual terms of lease which will be recognised subsequently in the ensuing 1 to 5 years. Deferred lease income represents the unamortised portion of impact arising on amortised cost accounting of lease deposit at the inception of lease which is recognised subsequently over the balance lease term in the ensuing 1 to 5 years.
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Bagmane REIT Group expects to be entitled in exchange for those goods or services. The Bagmane REIT Group has generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer.
Bagmane REIT Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price, the Bagmane REIT Group considers the effects of variable consideration, the existence of significant financing components, non-cash consideration, and consideration payable to the customer (if any).
Income from maintenance services: Revenue is recognised as and when the services are rendered based on the terms of the contracts. The Bagmane REIT Group collects goods and service tax on behalf of the government and therefore, it is not an economic benefit flowing to Bagmane REIT Group. Hence, it is excluded from revenue. The Bagmane REIT Group 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.), The Bagmane REIT Group 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.
Recognition of revenue under other contractual arrangements - construction services: The Bagmane REIT Group recognises revenue from construction services over time because the customer simultaneously receives and consumes the benefits provided to them. The Bagmane REIT Group uses an input method in measuring progress of the construction services because there is a direct relationship between the Bagmane REIT Groups effort (i.e., based on the cost incurred) and the transfer of service to the customer. The Bagmane REIT Group recognises revenue on the basis of the cost expended relative to the total expected cost to complete the service.
Recognition of revenue under joint development arrangements: For projects executed through joint development arrangements not being jointly controlled operations, wherein the land owner/possessor provides land and the Bagmane REIT Group undertakes to develop properties on such land and in lieu of land owner providing land, the Bagmane REIT Group has agreed to transfer a certain percentage of constructed area or certain percentage of the revenue proceeds, the revenue from the development and transfer of constructed area/revenue sharing arrangement in exchange of such development rights/ land is being accounted on gross basis on launch of the project. Revenue is recognised over time using input method, on the basis of the inputs to the satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation. The revenue is measured at the fair value of the land received, adjusted by the amount of any cash or cash equivalents transferred. When the fair value of the land received cannot be measured reliably, the revenue is measured at the fair value of the estimated construction service rendered to the landowner, adjusted by the amount of any cash or cash equivalents transferred. The fair value so estimated is considered as the cost of land in the computation of percentage of completion for the purpose of revenue recognition as discussed above.
Power charges income: Power charges income (including income from generation of renewable energy) is recognised on the basis of contractual arrangements at the point in time when control is transferred to the customers.
Contract balances
Contract assets: A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Bagmane REIT Group 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 the Bagmane REIT Groups 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).
Contract liabilities: A contract liability is the obligation to transfer goods or services to a customer for which the Bagmane REIT Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Bagmane REIT Group 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). Contract liabilities are recognised as revenue when the Bagmane REIT Group performs its obligations under the contract.
Use of judgments, estimates and assumptions
The preparation of financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make judgements, estimates and assumptions that affect the reported balances of revenues, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities effected in future periods.
The key judgements, estimates and assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Bagmane REIT Group based its judgements, estimates and assumptions on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Bagmane REIT Group. Such changes are reflected in the assumptions when they occur.
• Operating lease commitments - Bagmane REIT Group as lessor: The Bagmane REIT Group has entered into commercial property leases on its investment property portfolio. The Bagmane REIT Group has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the fair value of the asset, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases. Initial direct cost recognised as an expense over the lease term on the same basis as the lease income.
• Useful life and residual value of property, plant and equipment and investment properties: The
Bagmane REIT Group reviews the useful life of property, plant and equipment and investment properties at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. The useful life and residual value of property, plant and equipment and investment properties are determined based on evaluation made by the management of the expected usage of the asset, the physical wear and tear and technical or commercial obsolescence of the asset. Due to the judgements involved in such estimates the useful life and residual value are sensitive to the actual usage in future period.
• Provisions and contingent liabilities: A provision is recognised when the Bagmane REIT Group has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which the reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements.
• Accounting for revenue and land cost for projects executed through joint development arrangements (“JDA”): For projects executed through joint development arrangements, the Bagmane REIT Group has evaluated that land owners are not engaged in the same line of business as the Bagmane REIT Group and hence has concluded that such arrangements are contracts with customers. The revenue from the development and transfer of constructed area/revenue sharing arrangement and the corresponding land/ development rights received under JDA is measured at the fair value of the estimated construction service rendered to the land owner and the same is accounted on launch of the project. The fair value is estimated with reference to the terms of the JDA (whether revenue share or area share) and the related cost that is allocated to discharge the obligation of the Bagmane REIT Group under the JDA. Fair value of the construction is considered to be the representative fair value of the revenue transaction and land so obtained. Such assessment is carried out at the launch of the real estate project and is not reassessed at each reporting period. The management is of the view that the fair value method and estimates are reflective of the current market condition.
• Impairment of assets: 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 fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arms length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Bagmane REIT Group is not yet committed to or significant future investments that will enhance the assets performance of the cash generating unit (“CGU”) being tested. 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 extrapolation purposes. These estimates are most relevant to disclosure of fair value of investment property recorded by the Bagmane REIT Group.
• Deferred tax asset: Deferred tax asset, comprising of Minimum Alternative Tax (“MAT”) credit is recognised to the extent that it is probable that the Bagmane REIT Group will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward and sufficient taxable profit will be available against which the MAT credit can be utilised. Significant management
judgement is required to determine the amount of MAT credit that can be recognised, based upon the likely timing and level of future taxable profits.
• Measurement of financial instruments at amortized cost: Certain financial instruments are subsequently measured at amortized cost using the effective interest (“EIR”) method. The computation of amortized cost is sensitive to the inputs to EIR including effective rate of interest, contractual cash flows and the expected life of the financial instrument. Changes in assumptions about these inputs could affect the reported value of financial instruments.
• Determining fair value of investment properties, including impairment assessment of investment properties: The determination of the fair value of investment properties requires the use of estimates such as future cash flows from the assets (such as market rent, market parking rent, rent growth rate, parking income 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 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.
Principal Components of our Statement of Profit and Loss
Total income
Our total income comprises revenue from operations and other income.
Revenue from operations
Our revenue from operations comprises the following sources: (1) income from leasing and (2) revenue from contracts with customers (comprising construction services, real estate development - Joint Development, property maintenance services and other operating revenues).
The following table sets forth a breakdown of our revenue from operations for the years / period indicated.
Nine months ended December 31, |
Year ended March 31, |
|||
Particulars |
2025 | 2025 | 2024 | 2023 |
in millions) |
||||
Income from leasing |
16,415.63 | 20,008.97 | 17,851.13 | 16,030.94 |
Revenue from contracts with customers |
||||
Construction services |
83.44 | 170.98 | 184.81 | 381.06 |
Real estate development - Joint Development |
- | - | 282.05 | 128.26 |
Property maintenance services |
2,110.53 | 2,570.59 | 2,384.45 | 2,286.76 |
Other operating revenues |
819.77 | 956.98 | 1,351.21 | 966.10 |
Revenue from operations |
19,429.37 | 23,707.52 | 22,053.65 | 19,793.12 |
Income from leasing
Income from leasing comprises facility rental income, fit-out rental income and related accounting adjustments as per Ind-AS as discussed below:
• Facility rental income: Facility rental income comprises rental income earned from the leasing of our Portfolio Assets, income from parking spaces leased at our Portfolio Assets, each as per the relevant agreement;
• Fit-out rental: Fit-out rentals comprise rental income received in respect of the leasing of the fit-outs through fit-out rentals to the extent such leases are classified as operating lease as per accounting requirements.
Our income from leasing also includes Ind AS adjustments from straight-lining of lease rentals and amortization of discounted lease deposits over the lock-in term.
Revenue from contracts with customers
Revenue from contracts with customers primarily comprises construction services, real estate development - Joint
Development, property maintenance services and other operating revenues, as discussed below:
• Construction services: Income from construction services consists of the revenue that we receive from our tenants for the provision of works contract services that we provide to our tenants and other parties, such as additional specifications and modifications to cater to additional requirements of tenants.
• Real estate development - Joint Development: Income from real estate development - joint development pertaining to our joint development projects executed through joint development arrangements.
• Property Maintenance services: Income from maintenance services consists of the revenue that we receive from our tenants for the CAM services that we provide across our Portfolio Assets as per the relevant agreement, and also includes revenue from common area maintenance services provided to third parties, if any, located within the assets.
• Other operating revenue: Other operating revenue primarily includes power charges income, water charges income and others. Power charges income comprises amounts recovered from tenants for power and fuel expenses, including income from generation of renewable energy. Power charges income is net of power and fuel expenses reimbursed by tenants. Water charges income comprises amounts recovered from tenants for water supplied to the Total Development Area. Others include income from common facilities like gym and other miscellaneous operating income.
Property-wise revenue from operations (net of eliminations)
The following sets forth a breakdown of revenue from operations (net of eliminations) - segment revenue derived from our operating segments as per Ind AS 108 - Operating Segments and its percentage of revenue from operations as derived from our Special Purpose Combined Financial Statements for the years and period indicated:
Nine months ended December 31, |
Fiscal Year ended March 31, |
|||||||
2025 |
2025 |
2024 | 2023 |
|||||
Particulars |
(Rs in millions) | (% of Revenue from Operations) | (Rs in millions) | (% of Revenue from Operations) | (Rs in millions) | (% of Revenue from Operations) | (Rs in millions) | (% of Revenue from Operations) |
Bagmane World Technology Centre |
5,264.61 | 27.10% | 6,740.85 | 28.43% | 5,814.32 | 2 6 . 3 6 % | 4,325.11 | 21.85% |
Bagmane Constellation Business Park |
4,706.56 | 24.22% | 5,708.66 | 24.08% | 5,556.96 | 2 5 . 2 0 % | 5,391.74 | 27.24% |
Bagmane Rio Business Park |
1,071.50 | 5.51% | 1,258.05 | 5.31% | 1,501.65 | 6.81% | 1,582.38 | 7.99% |
Luxor @ Bagmane Capital Tech Park |
1,105.90 | 5.69% | 1,386.98 | 5.85% | 1,358.42 | 6.16% | 1,257.97 | 6.36% |
Bagmane Tech Park |
5,624.34 | 28.95% | 7,139.22 | 30.11% | 6,738.16 | 30.56% | 6,293.66 | 31.80% |
Bagmane Cosmos Business Park |
1,037.06 | 5.34% | 727.29 | 3.07% | 164.17 | 0.74% | - | - |
Solar Assets |
619.40 | 3.19% | 746.47 | 3.15% | 919.97 | 4.17% | 942.26 | 4.76% |
Revenue from Operations |
19,429.37 | 100.00% | 23,707.52 | 100.00% | 22,053.65 | 100.00% | 19,793.12 | 100.00% |
Other income
Our other income primarily comprises the following sources: (i) interest income on bank deposits, income tax refund and security deposits, (ii) liabilities no longer required written back, (iii) provisions no longer required written back, (iv) profit on disposal of investment property and property, plant and equipment (net) and (v) miscellaneous income.
The following table sets forth a breakdown of our other income for the years and period indicated:
| For the nine months ended December 31, | Year ended March 31, |
|||
Particulars |
2025 | 2025 | 2024 | 2023 |
in millions) |
||||
Interest income on |
||||
Bank deposits |
95.95 | 127.61 | 75.99 | 121.11 |
Income tax refund |
- | 0.03 | 56.25 | 9.40 |
Security deposits |
23.39 | 10.01 | 12.83 | 11.31 |
Liabilities no longer required written back |
2.55 | 6.40 | 4.43 | 0.91 |
Provisions no longer required written back |
- | - | 53.49 | 20.38 |
Profit on disposal of Investment property and property plant and equipment |
- | 1.47 | 64.34 | - |
Miscellaneous income |
46.68 | 55.73 | 52.27 | 68.98 |
Other income |
168.57 | 201.25 | 319.60 | 232.09 |
Expenses
Our expenses comprise the following: (i) sub-contractor cost, (ii) employee benefits expense, (iii) finance costs, (iv) depreciation expense and (v) other expenses.
Sub-contractor cost
Sub-contractor cost pertaining to joint development projects and expenses incurred towards additional specifications and modifications to cater to the additional requirements of tenants.
Employee benefits expenses
Employee benefits expenses comprise salaries, bonus and allowance, contribution to provident and other funds. Finance Costs
Finance costs primarily comprise interest expense on borrowing, security deposits, lease liabilities; and others such as processing fees.
Finance costs attributable to the qualifying assets i.e. under construction properties, is capitalized. Finance cost incurred post capitalization of assets is charged to statement of profit and loss, causing an increase in our finance costs.
Depreciation
Depreciation expense comprise the depreciation/ amortization of property, plant and equipment, right-of-use land and investment property.
Other expenses
Other expenses primarily comprise legal and professional fees, audit fees, power and fuel (net of recoveries), repairs and maintenance for buildings and others, property tax, rates and taxes, insurance expenses, advertisement expenses, business support services, travelling and conveyance, corporate social expenses, allowance for expected credit loss on trade receivables and loans, loss on sale of property, plant and equipment, donation, bad debts written off, and miscellaneous expenses.
Tax expense
Tax expense comprises (i) current tax; and (ii) deferred tax (credit) / charge. Deferred tax includes Minimum Alternate Tax (“MAT”) credit entitlement and MAT written off, if any.
Other comprehensive income
Items of other comprehensive income primarily comprise re-measurements of defined benefit liability plans and income tax relating to that.
Results of Operations
The following table summarizes our combined results of operations for the years and period indicated:
Nine months ended December 31, |
Year ended March 31, |
|||||||
Particulars |
2025 |
2025 |
2024 |
2023 |
||||
| in millions) | % of total income | (Rs in millions) | % of total income | (Rs in millions) | % of total income | (Rs in millions) | % of total income | |
Income |
||||||||
Revenue from operations |
19,429.37 | 99.14% | 23,707.52 | 99.16% | 22,053.65 | 98.57% | 19,793.12 | 98.84% |
Other income |
168.57 | 0.86% | 201.25 | 0.84% | 319.60 | 1.43% | 232.09 | 1.16% |
Total Income |
19,597.94 | 100.00% | 23,908.77 | 100.00% | 22,373.25 | 100.00% | 20,025.21 | 100.00% |
Expenses |
||||||||
Sub-contractor cost |
16.82 | 0.09% | 125.37 | 0.52% | 150.21 | 0.67% | 467.09 | 2.33% |
Employee benefits expense |
- | - | - | - | 717.58 | 3.21% | 607.52 | 3.03% |
Finance costs |
2,510.91 | 12.81% | 3,940.26 | 16.48% | 3,531.07 | 15.78% | 2,843.88 | 14.20% |
Depreciation expense |
1,364.15 | 6.96% | 1,688.30 | 7.06% | 1,616.63 | 7.23% | 1,599.48 | 7.99% |
Other expenses |
3,280.19 | 16.74% | 4,716.70 | 19.73% | 4,102.49 | 18.34% | 3,079.84 | 15.38% |
Total expenses |
7,172.07 | 36.60% | 10,470.63 | 43.79% | 10,117.98 | 45.22% | 8,597.81 | 42.93% |
Profit before tax |
12,425.87 | 63.40% | 13,438.14 | 56.21% | 12,255.27 | 54.78% | 11,427.40 | 57.07% |
Tax expense: |
||||||||
Current tax |
3,897.56 | 19.89% | 4,031.12 | 16.86% | 3,393.24 | 15.17% | 2,198.21 | 10.98% |
Deferred tax |
238.13 | 1.22% | 436.01 | 1.82% | 768.46 | 3.43% | 1,642.18 | 8.20% |
Total tax expense |
4,135.69 | 21.10% | 4,467.13 | 18.68% | 4,161.70 | 18.60% | 3,840.39 | 19.18% |
Profit for the year/period |
8,290.18 | 42.30% | 8,971.01 | 37.52% | 8,093.57 | 36.18% | 7,587.01 | 37.89% |
Other comprehensive income (‘OCI) |
||||||||
Items that will not be reclassified to statement of profit and loss: |
||||||||
(i) Re-measurement gains/(losses) on defined benefit plans |
4.03 | 0.02% | 6.34 | 0.03% | ||||
(ii) Income tax relating to above item |
(138) | (0.01)% | (2.20) | (0.01)% | ||||
Total other comprehensive income for the year/period |
- |
- |
- |
- |
2.65 | 0.01% | 4.14 | 0.02% |
Total comprehensive income for the year/period (comprising profit and OCI) |
8,290.18 | 42.30% | 8,971.01 | 37.52% | 8,096.22 | 36.19% | 7,591.15 | 37.91% |
Nine months ended December 31, 2025
Revenue from operations
Our revenue from operations for the nine months ended December 31, 2025 was Rs 19,429.37 million.
Income from leasing
Income from leasing for the nine months ended December 31, 2025 was Rs16,415.63 million, primarily on account of facility rental income of Rs16,307.11 million.
Revenue from contracts with customers
Revenue from contracts with customers for the nine months ended December 31, 2025 was Rs 3,013.74 million, primarily on account of property maintenance services of Rs 2,110.53 million and other operating revenues of Rs 819.77 million. Other operating revenues for the nine months ended December 31, 2025 primarily comprised power charges income of Rs 727.17 million.
We set forth below the revenue at our Portfolio Assets (as derived from the segment revenues as per Ind AS 108 - Operating Segments included in our Special Purpose Combined Financial Statements. See “ - Principal
Components of our Statement of Profit and Loss - Revenue from Operations - Property-wise revenue from operations (net of eliminations)" on page 346 above):
Bagmane World Technology Centre
Revenue from operations from Bagmane World Technology Centre was Rs 5,264.61 million in the nine months ended December 31, 2025, primarily on account of income from leasing of Rs 4,665.18 million and property maintenance services of Rs 531.41 million.
Bagmane Constellation Business Park
Revenue from operations from Bagmane Constellation Business Park was Rs 4,706.56 million in the nine months ended December 31, 2025, primarily on account of income from leasing of Rs 4,024.17 million and property maintenance services of Rs 629.86 million.
Bagmane Rio Business Park
Revenue from operations from Bagmane Rio Business Park was Rs 1,071.50 million in the nine months ended December 31, 2025, primarily on account of income from leasing of Rs 850.87 million and property maintenance services of Rs 202.75 million.
Luxor @ Bagmane Capital Tech Park
Revenue from operations from Luxor @ Bagmane Capital Tech Park was Rs 1,105.90 million in the nine months ended December 31, 2025, primarily on account of income from leasing of Rs 927.68 million and property maintenance services of Rs 142.60 million.
Bagmane Tech Park
Revenue from operations from Bagmane Tech Park was Rs 5,624.34 million in the nine months ended December 31, 2025, primarily on account of income from leasing of Rs 4,989.74 million and property maintenance services of Rs 533.51 million.
Bagmane Cosmos Business Park
Revenue from operations from Bagmane Cosmos Business Park was Rs 1,037.06 million in the nine months ended December 31, 2025, primarily on account of income from leasing of Rs 957.99 million and property maintenance services of Rs 70.40 million.
Solar Assets
Revenue from operations from Solar Assets was Rs 619.40 million in the nine months ended December 31, 2025. Other income
Our other income was Rs 168.57 million in the nine months ended December 31, 2025, primarily on account of interest income on bank deposits and security deposits.
Sub-contractor cost
Our sub-contractor cost was Rs 16.82 million in the nine months ended December 31, 2025.
Other expenses
Our other expenses was Rs3,280.19 million in the nine months ended December 31, 2025, primarily on account of (a) repairs and maintenance of Rs1,281.59 million, (b) property management fees of Rs665.18 million, (c) property tax of Rs430.24 million and (d) legal and professional fees of Rs414.12 million.
Finance costs
Our finance costs was Rs 2,510.91 million in the nine months ended December 31, 2025, primarily on account of interest expenses on borrowings of Rs 2,129.76 million and interest expenses on security deposits of Rs 317.31 million.
Depreciation expense
Our depreciation expense was Rs 1,364.15 million in the nine months ended December 31, 2025, primarily on account of depreciation on investment properties of Rs 1,157.82 million.
Profit before tax
As a result of the foregoing, we recorded a profit before tax of Rs 12,425.87 million for nine months ended December 31, 2025.
Tax expense
Our total tax expense was Rs 4,135.69 million in the nine months ended December 31, 2025 and comprised current tax expense of Rs 3,897.56 million and deferred tax expense of Rs 238.13 million.
Profit for the period
As a result of the foregoing, our profit for the nine months ended December 31, 2025 was Rs 8,290.18 million. FY2025 compared to FY2024
Revenue from operations
Our revenue from operations for FY2025 was Rs 23,707.52 million, an increase of Rs 1,653.87 million, or 7.50%, compared to Rs 22,053.65 million in FY2024. The increase was primarily due to the following factors:
Income from leasing
Income from leasing increased by Rs 2,157.84 million or 12.09%, to Rs 20,008.97 million in FY2025 from Rs17,851.13 million in FY2024. Income from leasing increased primarily as a result of:
• Contractual rent escalations and releasing of 1.1 msf at a 21.6% re-leasing spread in FY2025.
• Lease up of 0.7 msf of new area from area leased in FY2023 for which rent commenced in FY2024 and generated revenues for the full year in FY2025.
• Leasing of vacant area of 0.1 msf in FY2025 in Bagmane Tech Park and Bagmane World Technology Centre and 0.03 msf signed in Bagmane Tech Park during FY2024 (which started generating revenues for the full year in FY2025).
• Increase due to Ind AS adjustments from straight-lining of lease rentals and amortization of discounted lease deposits over the lock-in term.
These increases were partially offset by a decrease in rental income due to tenant exits in Bagmane Constellation Business Park and Bagmane Tech Park.
Revenue from contracts with customers
Revenue from contracts with customers decreased by Rs 503.97 million or 11.99%, to Rs3,698.55 million in FY2025 from Rs4,202.52 million in FY2024. Such decrease was primarily due to the decrease in real estate development - joint development by Rs282.05 million in FY2024 to nil in FY2025 and decrease in power charges income by Rs432.03 million to Rs859.62 million in FY2025 from Rs1,291.65 million in FY2024. Power charges income decreased primarily due to a decrease in income from generation of renewable energy by Rs173.50 million to Rs746.47 million in FY2025 from Rs919.97 million in FY2024 primarily as a result of a reduction in power tariffs from Rs9.40/kWh to Rs8.00/kWh. Such decreases were partially offset by an increase in property maintenance services by Rs186.14 million or 7.81% to Rs2,570.59 million in FY2025 from Rs2,384.45 million in FY2024 and increase in water charges income by Rs32.74 million to Rs88.58 million in FY2025 from Rs55.84 million in FY2024.
We set forth below the reasons for the changes in our revenue at our Portfolio Assets (as derived from the segment revenues as per Ind AS 108 - Operating Segments included in our Special Purpose Combined Financial
Statements. See “ - Principal Components of our Statement of Profit and Loss - Revenue from Operations -
Property-wise revenue from operations (net of eliminations)" on page 346 above):
Bagmane World Technology Centre
Revenue from operations from Bagmane World Technology Centre increased by t 926.53 million or 15.94%, to t 6,740.85 million in FY2025 from t 5,814.32 million in FY2024. This increase was primarily due to leasing up of 0.7 msf in FY2023 for which rent commenced in middle of FY2024 and generated revenues for the full year in FY2025, rent escalations and releasing spreads achieved
Bagmane Constellation Business Park
Revenue from operations from Bagmane Constellation Business Park increased by t 151.70 million or 2.73%, to t 5,708.66 million in FY2025 from t 5,556.96 million in FY2024. This increase was primarily due to rent escalations. These increases were partially offset by a decrease in rental income due to tenant exits.
Bagmane Rio Business Park
Revenue from operations from Bagmane Rio Business Park decreased by t 243.60 million or 16.22%, to t 1,258.05 million in FY2025 from t 1,501.65 million in FY2024. This decrease was primarily due to a one-time revenue recognition from the joint development project in FY2024 amounting to t 282.05 million which was partially offset by increase in power charges income, property maintenance services income and construction services income.
Luxor @ Bagmane Capital Tech Park
Revenue from operations from Luxor @ Bagmane Capital Tech Park increased by t 28.56 million or 2.10%, to t 1,386.98 million in FY2025 from t 1,358.42 million in FY2024. This increase was primarily due to rent escalations.
Bagmane Tech Park
Revenue from operations from Bagmane Tech Park increased by t 401.06 million or 5.95%, to t 7,139.22 million in FY2025 from t 6,738.16 million in FY2024. This increase was primarily due to rent escalations.
Bagmane Cosmos Business Park
Revenue from operations from Bagmane Cosmos Business Park increased by t 563.12 million to t 727.29 million in FY2025 from t 164.17 million in FY2024 on account of revenues recognized from one of our newly completed buildings during FY2025.
Solar Assets
Revenue from operations from Solar Assets decreased by t 173.50 million or 18.86% to t 746.47 million in FY2025 from t 919.97 million in FY2024 primarily on account of reduction in power tariffs.
Other income
Our other income decreased by t118.35 million or 37.03%, to t201.25 million in FY2025 from t319.60 million in FY2024. This decrease was primarily due to:
• a decrease in profit on disposal of investment properties and property, plant and equipment (net) amounting to t1.47 million in FY2025, from t64.34 million in FY2024;
• a decrease in provisions no longer required written back amounting to nil in FY2025, from t53.49 million in FY2024; and
• a decrease in interest income on income tax refund amounting to Rs0.03 million in FY2025, from Rs56.25 million in FY2024.
These decreases were partially offset by an increase in interest income on bank deposits amounting to Rs127.61 million in FY2025, from Rs75.99 million in FY2024.
Sub-contractor cost
Our sub-contractor cost decreased by Rs 24.84 million or 16.54%, to Rs 125.37 million in FY2025 from Rs 150.21 million in FY2024. This decrease was primarily on account of a decrease in construction services provided to customers in FY2025.
Employee benefits expense
Our employee benefits expense decreased by Rs 717.58 million from Rs 717.58 million in FY2024 to nil in FY2025. This decrease was due to transfer of employees from the HoldCo to the Sponsor and the Manager with effect from April 1, 2024 whereby the Manager shall provide certain property management services and support services pursuant to the terms of the Property Management and Support Services Agreement. See “Management Framework - Property Management and Support Services" on page 280.
Other expenses
Our other expenses increased by Rs614.21 million or 14.97%, to Rs4,716.70 million in FY2025 from Rs4,102.49 million in FY2024. This increase was primarily due to an increase in (a) property management fees by Rs844.75 million from nil in FY2024 to Rs844.75 million in FY2025 arising from property management fees paid to the Manager in connection with the provision of certain property management services and support services, (b) rates and taxes by Rs248.05 million to Rs305.53 million in FY2025 from Rs57.48 million in FY2024 mainly on account of stamp duty provision pursuant to the Composite Scheme of Arrangement, (c) legal and professional fees by Rs155.57 million or 39.66% to Rs547.82 million in FY2025 from Rs392.25 million in FY2024 mainly on account of increase in managed office service fees paid for the Opal Building in Bagmane World Technology Centre following a full year of operations in FY2025 compared to a partial year in FY2024. Such increases were partially offset by a decrease in power and fuel by Rs255.69 million or 52.02% to Rs235.79 million in FY2025 from Rs491.48 million in FY2024 and a decrease in property tax by Rs132.80 million to Rs574.76 million in FY2025 from Rs707.56 million in FY2024.
Finance costs
Our finance costs increased by Rs409.19 million or 11.59%, to Rs3,940.26 million in FY2025 from Rs3,531.07 million in FY2024. This increase was primarily due to an increase in interest expense on borrowings by Rs522.18 million or 17.08%, to Rs3,579.98 million in FY2025 from Rs3,057.80 million in FY2024 mainly on account of increases in interest rates and average debt outstanding, partially offset by a decrease in interest expense on security deposits by Rs85.36 million or 21.85%, to Rs305.25 million in FY2025 from Rs390.61 million in FY2024.
Depreciation expense
Our depreciation expense increased by Rs71.67 million or 4.43%, to Rs1,688.30 million in FY2025 from Rs1,616.63 million in FY2024. This increase was primarily due to the increase in depreciation on investment properties by Rs230.19 million or 19.30%, to Rs1,422.62 million in FY2025 from Rs1,192.43 million in FY2024 partially offset by a decrease in depreciation on property, plant and equipment and right of use asset by Rs158.52 million mainly due to the effect of change in life of solar plant.
Profit before tax
As a result of the foregoing, we recorded a profit before tax of Rs13,438.14 million for FY2025, as compared to a profit before tax amounting to Rs12,255.27 million in FY2024, an increase of Rs1,182.87 million or 9.65%.
Tax expense
Our total tax expense increased by Rs305.43 million or 7.34%, to Rs4,467.13 million in FY2025 from Rs4,161.70 million in FY2024. Total tax expenses for FY2025 comprised current tax expense of Rs4,031.12 million and
deferred tax expense of Rs436.01 million. The increase in tax expenses are in line with the increase in our profit before tax for the year.
Profit for the year
As a result of the foregoing, our profit for the year for FY2025 was Rs8,971.01 million, an increase of Rs877.44 million or 10.84%, compared to Rs8,093.57 million in FY2024.
FY2024 compared to FY2023
Revenue from operations
Our revenue from operations for FY2024 was Rs 22,053.65 million, an increase of Rs 2,260.53 million, or 11.42%, compared to Rs 19,793.12 million in FY2023. The increase was primarily due to the following factors:
Income from leasing
Income from leasing increased by Rs1,820.19 million or 11.35%, to Rs17,851.13 million in FY2024 from Rs16,030.94 million in FY2023. Income from leasing increased primarily as a result of:
• Contractual rent escalations and releasing of 1.6 msf at a 17.1% re-leasing spread in FY2023 which started generating revenues for the full year in FY2024.
• Lease up of 0.7 msf of new area in Bagmane World Technology Centre from area leased in FY2023 for which rent commenced during FY2024.
• Income from Bagmane Rio Business Park and Bagmane Tech Park, where rent commenced during FY2023 which started generating revenues for the full year in FY2024.
These increases were partially offset by a decrease in rental income due to tenant exits in Bagmane World Technology Centre and Ind AS adjustments from straight-lining of lease rentals and amortization of discounted lease deposits over the lock-in term.
Revenue from contracts with customers
Revenue from contracts with customers increased by Rs440.34 million or 11.70%, to Rs4,202.52 million in FY2024 from Rs3,762.18 million in FY2023. Such increase was primarily due to the increase in real estate development - joint development by Rs153.79 million or 119.90%, to Rs282.05 million in FY2024 from Rs128.26 million in FY2023 and other operating revenues by Rs385.11 million or 39.86%, to Rs1,351.21 million in FY2024 from Rs966.10 million in FY2023, primarily due to an increase in power charges income by Rs347.90 million or 36.86% to Rs1,291.65 million in FY2024 from Rs943.75 million in FY2023. Such increases were partially offset by a decrease in revenue from construction services by Rs196.25 million or 51.50%, to Rs184.81 million in FY2024 from Rs381.06 million in FY2023 based of the needs of tenants.
We set forth below the reasons for the changes in our revenue at our Portfolio Assets (as derived from the segment revenues as per Ind AS 108 - Operating Segments included in our Special Purpose Combined Financial Statements. See “ - Principal Components of our Statement of Profit and Loss - Revenue from Operations - Property-wise revenue from operations (net of eliminations)" on page 346 above):
Bagmane World Technology Centre
Revenue from operations from Bagmane World Technology Centre increased by Rs 1,489.21 million or 34.43%, to Rs 5,814.32 million in FY2024 from Rs 4,325.11 million in FY2023. This increase was primarily driven by the
lease-up of 0.7 msf in FY2023, with rental income commencing in mid-FY2024, and by contractual rent escalations, partially offset by a decrease resulting from tenant exits.
Bagmane Constellation Business Park
Revenue from operations from Bagmane Constellation Business Park increased by Rs 165.22 million or 3.06%, to Rs 5,556.96 million in FY2024 from Rs 5,391.74 million in FY2023. This increase was primarily due to rent escalations.
Bagmane Rio Business Park
Revenue from operations from Bagmane Rio Business Park decreased by Rs 80.73 million or 5.10%, to Rs 1,501.65 million in FY2024 from Rs 1,582.38 million in FY2023. This decrease was due to higher one-time construction service income amounting to Rs 391.07 million in FY2023 partially offset by an increase in lease rentals which commenced in mid-FY2023 and generated revenues for the full year in FY2024.
Luxor @ Bagmane Capital Tech Park
Revenue from operations from Luxor @ Bagmane Capital Tech Park increased by Rs 100.45 million or 7.99%, to Rs 1,358.42 million in FY2024 from Rs 1,257.97 million in FY2023. This increase was primarily due to rent escalations.
Bagmane Tech Park
Revenue from operations from Bagmane Tech Park increased by Rs 444.50 million or 7.06%, to Rs 6,738.16 million in FY2024 from Rs 6,293.66 million in FY2023. This increase was primarily due to the impact of the releasing of 0.9 msf at a 21.7% releasing spread and 0.2 msf of leasing which commenced during FY2023 and generated revenues for the full year in FY2024, and rent escalations.
Bagmane Cosmos Business Park
Revenue from operations from Bagmane Cosmos Business Park increased to Rs164.17 million in FY2024 from nil in FY2023 due to works contract services provided to a tenant for carrying out additional specifications and modifications to cater to their additional requirements.
Solar Assets
Revenue from operations from our operational Solar Assets decreased by Rs22.29 million or 2.37% to Rs919.97 million in FY2024 from Rs942.26 million in FY2023 primarily on account of reduction in power tariffs.
Other income
Our other income increased by Rs87.51 million or 37.71%, to Rs319.60 million in FY2024 from Rs232.09 million in FY2023. This increase was primarily due to:
• an increase in provisions no longer required written back amounting to Rs53.49 million in FY2024 from Rs20.38 million in FY2023;
• an increase in profit on disposal of investment properties and property, plant and equipment (net) amounting to Rs64.34 million in FY2024 compared to nil in FY2023; and
• an increase in interest income on income tax refund amounting to Rs56.25 million in FY2024, from Rs9.40 million in FY2023.
These increases were partially offset by
• a decrease in interest income on bank deposits amounting to Rs75.99 million in FY2024, from Rs121.11 million in FY2023,
• a decrease in miscellaneous income amounting to Rs52.27 million in FY2024, from Rs68.98 million in FY2023.
Sub-contractor cost
Our sub-contractor cost decreased by Rs316.88 million or 67.84%, to Rs150.21 million in FY2024 from Rs467.09 million in FY2023 on account of lesser Ind AS adjustments pertaining to sub-contractor costs as compared to previous year.
Employee benefits expense
Our employee benefits expense increased by Rs110.06 million or 18.12%, to Rs717.58 million in FY2024 from Rs607.52 million in FY2023. This increase was primarily due to an increment in salaries, increase in number of employees in FY2024.
Other expenses
Our other expenses increased by Rs1,022.65 million or 33.20%, to Rs4,102.49 million in FY2024 from Rs3,079.84 million in FY2023. This increase was primarily due to an increase in (a) legal and professional fees by Rs265.58 million to Rs392.25 million in FY2024 from Rs126.67 million in FY2023 primarily due to contracts in connection with the Opal Building in Bagmane World Technology Centre, (b) power and fuel expenses by Rs325.56 million to Rs491.48 million in FY2024 from Rs165.92 million in FY2023, (c) repairs and maintenance - building and others by Rs179.85 million to Rs1,999.24 million in FY2024 from Rs1,819.39 million in FY2023, and (d) property tax by Rs123.56 million to Rs707.56 million in FY2024 from Rs584.00 million in FY2023.
Finance costs
Our finance costs increased by Rs687.19 million or 24.16%, to Rs3,531.07 million in FY2024 from Rs2,843.88 million in FY2023. This increase was primarily due to an increase in interest expense on borrowings by Rs498.44 million or 19.48%, to Rs3,057.80 million in FY2024 from Rs2,559.36 million in FY2023 mainly on account of increases in overall borrowings, and an increase in interest expense on security deposits by Rs136.04 million or 53.44%, to Rs390.61 million in FY2024 from Rs254.57 million in FY2023, due to Ind AS adjustments from the amortization of discounted lease deposits over the lock-in term for a larger volume of tenant deposits held.
Depreciation expense
Our depreciation expense increased by Rs17.15 million or 1.07%, to Rs1,616.63 million in FY2024 from Rs1,599.48 million in FY2023. This increase was mainly on account of an increase in depreciation on investment properties by Rs67.87 million in FY2024, partially offset by a decrease in depreciation on property, plant and equipment of Rs50.72 million.
Profit before tax
As a result of the foregoing, we recorded a profit before tax of Rs12,255.27 million for FY2024, as compared to a profit before tax amounting to Rs11,427.40 million in FY2023, an increase of Rs827.87 million or 7.24%.
Tax expense
Our total tax expense increased by Rs321.31 million or 8.37%, to Rs4,161.70 million in FY2024 from Rs3,840.39 million in FY2023. Total tax expenses for FY2024 comprised current tax expense of Rs3,393.24 million and deferred tax expense of Rs768.46 million. The increase in tax expenses are in line with the increase in our profit before tax for the year.
Profit for the year
As a result of the foregoing, our profit for the year for FY2024 was Rs8,093.57 million, an increase of Rs506.56 million or 6.68%, compared to Rs7,587.01 million in FY2023.
Liquidity and Capital Resources
As of December 31, 2025, we had cash and cash equivalents of Rs 2,626.55 million as reported in the statement of cash flows. Cash and cash equivalents primarily consist of cash on hand and balances with banks in current accounts, net of outstanding bank overdrafts as they are considered an integral part of the cash management. Our primary uses of cash relate to payments for operating expenses, finance costs including payments of interest on loans and capital expenditures to fund construction and asset upgrades. We have in the past met our working capital and other capital requirements primarily from internal cash flows, term loans and bank facilities. Following
the Offer, we expect that our liquidity requirements will be financed through cash and bank balances, cash flows from our business operations, bank facilities and/or other funds raised from issuing equity or debt securities.
As of the date of this Offer Document, our 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/period indicated:
| Nine months ended December 31, | Year ended March 31, |
|||
| 2025 | 2025 | 2024 | 2023 | |
in millions) |
||||
Net cash flows from/(used in) operating activities (A) |
12,475.01 | 15,958.91 | 12,152.65 | 10,732.40 |
Net cash flows from/(used in) investing activities (B) |
(5,106.39) | (4,883.70) | (4,345.65) | (2,143.72) |
Net cash flows from/(used in) financing activities (C) |
(6,264.59) | (9,518.50) | (7,905.46) | (8,156.08) |
Net increase/ (decrease) in cash and cash equivalents (D=A+B+C) |
1,104.03 | 1,556.71 | (98.46) | 432.60 |
Cash and cash equivalents at the beginning of the year/period (E) |
1,522.52 | (34.19) | 64.27 | (368.33) |
Cash and cash equivalents at the end of the vear/period (F=D+E) |
2,626.55 | 1,522.52 | (34.19) | 64.27 |
Net Cash Flows from/(used in) Operating Activities
Nine months ended December 31, 2025
Net cash flow from operating activities for the nine months ended December 31, 2025 was Rs12,475.01 million. Our profit before tax was Rs12,425.87 million which was adjusted for aggregate of changes in working capital, income taxes paid, net and the adjustments to reconcile profit before tax to net cash flows by a net amount of Rs57.43 million, primarily for:
• Finance costs amounting to Rs2,510.91 million; and
• Depreciation expense amounting to Rs1,364.15 million.
There were also changes in working capital, primarily comprising:
• An increase in other financial liabilities amounting to Rs302.48 million, primarily on account of receipt of rent deposits from tenants;
• An increase in trade receivables amounting to Rs 131.00 million; and
• An increase in other financial assets amounting to Rs80.46 million, primarily on account of unbilled lease income.
In addition, we had income taxes paid, net of Rs 3,979.89 million during the nine months ended December 31, 2025.
FY2025
Net cash flow from operating activities for FY2025 was Rs15,958.91 million. Our profit before tax was Rs13,438.14 million which was adjusted for aggregate of changes in working capital, income taxes paid, net and the adjustments to reconcile profit before tax to net cash flows, by a net amount of Rs2,520.77 million primarily for:
• Finance costs amounting to Rs3,940.26 million; and
• Depreciation expense amounting to Rs1,688.30 million.
There were also changes in working capital, primarily comprising:
• A decrease in other assets amounting to Rs472.00 million, primarily on account of decrease in Balances with statutory/government authorities
• An increase in other financial assets amounting to Rs295.96 million, primarily on account of an increase in deposits with remaining maturity for less than 12 months
• An increase in other financial liabilities amounting to Rs342.24 million, primarily on account of receipt of rent deposits from tenants
In addition, we had income taxes paid, net of Rs4,197.11 million during FY2025.
FY2024
Net cash flow from operating activities for FY2024 was Rs12,152.65 million. Our profit before tax was Rs12,255.27 million, which was adjusted for aggregate of changes in working capital, income taxes paid, net and the adjustments to reconcile profit before tax to net cash flows, by a net amount of Rs102.62 million, primarily for:
• Finance costs amounting to Rs3,531.07 million; and
• Depreciation expense amounting to Rs1,616.63 million.
There were also changes in working capital, primarily comprising:
• A decrease in other financial assets amounting to Rs268.38 million, primarily on account of decrease in trade receivables
• An increase in other financial liabilities amounting to Rs789.70 million, primarily on account of receipt of rent deposits from tenants
• An increase in other assets amounting to Rs2,158.24 million, primarily on account of an increase in deposits with remaining maturity for less than 12 months
In addition, we had income taxes paid, net of Rs3,789.28 million during FY2024.
FY2023
Net cash flow from operating activities for FY2023 was Rs10,732.40 million. Our profit before tax was Rs11,427.40 million which was adjusted for aggregate of changes in working capital, income taxes paid, net and the adjustments to reconcile profit before tax to net cash flows, by a net amount of Rs695.00 million, primarily for:
• Finance costs amounting to Rs2,843.88 million; and
• Depreciation expense amounting to Rs1,599.48 million.
There were also changes in working capital, primarily comprising:
• An increase in other assets amounting to Rs1,818.18 million;
• An increase in other financial assets amounting to Rs964.07 million;
• An increase in other financial liabilities amounting to Rs 396.73 million; and
• An increase in trade receivables amounting to Rs 942.43 million.
In addition, we had income taxes paid, net of Rs 2,115.21 million during FY2023.
Net Cash Flows from/(used in) Investing Activities Nine months ended December 31, 2025
Our net cash flow used in investing activities for the nine months ended December 31, 2025 was Rs5,106.39 million, primarily due to purchase of property, plant and equipment and investment property (including capital work in
progress, investment property under development and capital advances) amounting to Rs5,354.60 million largely due to development and construction in Bagmane Cosmos Business Park and our under-construction Solar Asset.
FY2025
Our net cash flow used in investing activities for FY2025 was Rs 4,883.70 million, primarily due to purchase of property, plant and equipment and investment property (including capital work in progress, investment property under development and capital advances) amounting to Rs4,586.12 million, due to development and construction works carried out at various Portfolio Assets and investment in bank deposits with original maturity of more than 3 months amounting to Rs 597.83 million.
FY2024
Our net cash flow used in investing activities for FY2024 was Rs 4,345.65 million, primarily due to purchase of property, plant and equipment and investment property (including capital work in progress, investment property under development and capital advances) amounting to Rs 4,098.00 million due to development and construction works carried out at various Portfolio Assets and investment in bank deposits with original maturity of more than 3 months amounting to Rs 2,277.54 million. Such cash outflows were partially offset by cash inflows from redemption of bank deposits with original maturity more than 3 months amounting to Rs1,840.05 million.
FY2023
Our net cash flow used in investing activities for FY2023 was Rs 2,143.72 million, primarily due to purchase of property, plant and equipment and investment property (including capital work in progress, investment property under development and capital advances) amounting to Rs 2,163.54 million due to development and construction works carried out at various Portfolio Assets and investment in bank deposits with original maturity of more than 3 months amounting to Rs 680.22 million. Such cash outflows were partially offset by cash inflows from redemption of bank deposits with original maturity more than 3 months amounting to Rs 578.93 million.
Net Cash Flows from/(used in) Financing Activities
Nine months ended December 31, 2025
Our net cash used in financing activities for the nine months ended December 31, 2025 was Rs6,264.59 million, primarily due (a) repayment of borrowings of Rs24,120.56 million, and (b) interest paid of Rs2,154.27 million.
Such cash outflows were partially offset by cash inflows from proceeds from borrowings of Rs 15,799.56 million, movement of owners net investment (carve-in difference) of Rs2,710.68 million and proceeds from Share Warrants and OCDs of Rs 1,500.00 million.
FY2025
Our net cash used in financing activities in FY2025 was Rs9,518.50 million, primarily due to (a) repayment of borrowings of Rs20,818.53 million, (b) movement of owners net investment (carve-in difference) of Rs5,351.83 million and (c) interest paid of Rs3,604.69 million.
Such cash outflows were partially offset by cash inflows from proceeds from borrowings of Rs20,261.21 million.
FY2024
Our net cash used in financing activities in FY2024 was Rs7,905.46 million, primarily due to (a) the repayment of borrowings of Rs10,577.51 million, (b) movement of owners net investment (carve-in difference) of Rs8,740.93 million and (c) interest paid of Rs3,134.64 million.
Such cash outflows were partially offset by cash inflows from proceeds from borrowings of Rs14,547.62 million.
FY2023
Our net cash used in financing activities in FY2023 was Rs8,156.08 million, primarily due to (a) the repayment of borrowings of Rs8,176.63 million, (b) movement of owners net investment (carve-in difference) of Rs8,506.14 million and (c) interest paid of Rs2,584.79 million.
Such cash outflows were partially offset by cash inflows from proceeds from borrowings of Rs11,111.38 million.
Borrowings
The following table presents a breakdown of borrowings as at December 31, 2025:
Particulars |
As at December 31, 2025 |
| in millions) | |
Borrowings - non-current |
|
At amortised cost |
|
Secured loans |
|
Term loans from banks |
23,852.94 |
Term loans from financial institutions |
4,590.92 |
Less: Current maturities of non-current borrowings |
|
Term loans from banks |
(4,267.29) |
Term loans from financial institutions |
(290.68) |
Total borrowings - non-current (A) |
23,885.89 |
Borrowings - current |
|
At amortised cost |
|
Secured loans |
|
Current maturities of non-current borrowings |
|
Term loans from banks |
4,267.29 |
Term loans from financial institutions |
290.68 |
Overdraft facilities from banks |
219.94 |
Unsecured loans |
|
Loan From related parties |
- |
At Fair value through profit and loss account (FVTPL) |
|
Unsecured loans |
|
Liability towards share warrants and optionally convertible debentures |
1,504.43 |
Total borrowings - current (B) |
6,282.34 |
Total Borrowings (C = A+B) |
30,168.23 |
As of December 31, 2025, we had Rs500.00 million of credit facilities which was available for drawdown. 95.01% of our borrowings are floating rate and secured borrowings, as of December 31, 2025.
Capital Expenditures
Historical Capital Expenditures
Capital expenditure comprises additions during the year to property, plant and equipment and investment property (including capital work in progress, investment property under development and capital advances).
For the nine months ended December 31, 2025, the payment for purchase of property, plant and equipment and investment property (including capital work in progress, investment property under development and capital advances) was Rs5,354.60 million, primarily towards the construction costs pertaining to Bagmane Cosmos Business Park amounting to Rs1,720.75 million and Solar Assets amounting to Rs1,167.73 million and the balance towards additional Master Plan Development in Bagmane Tech Park, Bagmane World Technology Centre, Bagmane Constellation Business Park.
For the year ended March 31, 2025, the payment for purchase of property, plant and equipment and investment property (including capital work in progress, investment property under development and capital advances) was Rs4,586.12 million, primarily towards construction and land acquisition costs pertaining to Bagmane Cosmos Business Park amounting to Rs3,035.53 million, construction costs pertaining to Bagmane World Technology Centre of Rs696.65 million, Solar Assets amounting to Rs290.20 million, construction cost payment pertaining to Bagmane Rio Business Park amounting to Rs322.48 million and masterplan development and upgrades across Bagmane Tech Park and Bagmane Constellation Business Park amounting to Rs240.64 million.
For the year ended March 31, 2024, the payment for purchase of property, plant and equipment and investment property (including capital work in progress, investment property under development and capital advances) was Rs4,098.00 million, primarily towards construction and land acquisition costs pertaining to Bagmane Cosmos Business Park amounting to Rs1,466.99 million, additional fit-outs carried out for tenants amounting to Rs1,376.10 million, acquisition of additional land in Bagmane Tech Park for Rs743.52 million.
For the year ended March 31, 2023, the payment for purchase of property, plant and equipment and investment property (including capital work in progress, investment property under development and capital advances was Rs2,163.54 million, primarily towards construction and land acquisition costs pertaining to Bagmane Cosmos Business Park amounting to Rs1,793.19 million and construction costs incurred towards Bagmane Rio Business Park and Bagmane World Technology Centre.
Planned Capital Expenditures
Our planned capital expenditure as at December 31, 2025 was Rs31,617 million, primarily towards our development projects in progress, as summarized in the table below:
Particulars |
Balance cost to be spent as at December 31, 2025(1) |
| (Rs in millions) | |
Under Construction |
|
Bagmane World Technology Centre |
|
Upscale Hotel22 |
4,191 |
Luxury Hotel22 |
5,138 |
Bagmane Cosmos Business Park |
|
Ceres |
1,428 |
Aurora |
2,008 |
Solar Assets |
|
Chitradurga Solar Plant |
1,860 |
Future Development Area |
|
Bagmane Tech Park |
|
New Building(3) |
2,950 |
Bagmane Cosmos Business Park |
|
Selene |
3,944 |
Tellus2 |
5,324 |
Pending Capex for Completed Area |
|
Bagmane Cosmos Business Park (Ariel) |
228 |
Bagmane Cosmos Business Park (Vesta) |
695 |
Solar Assets (Yadgir Solar Plant) |
200 |
Upgrade Projects / Infrastructure development and enhancement |
|
Bagmane Tech Park |
2,382(4) |
Bagmane World Technology Centre |
|
Commercial Office |
278 |
Bagmane Constellation Business Park |
107 |
Bagmane Cosmos Business Park |
884(5) |
Total |
31,617 |
Notes: The above information is indicative only.
(1) Cost to be incurred including construction cost, development fee, floor area ratio acquisition cost (“FAR Acquisition Cost") (excludes interest during construction), etc.
(2) Includes FAR Acquisition Cost pertaining to Luxury Hotel amounting to Rs515 million, Upscale Hotel amounting to Rs 420 mill-ion and Tellus amounting to Rs 1,045 million.
(3) Includes Rs 252 million to develop 0.05 msf area to be handed over to joint development partner as a part of joint development arrangement.
(4) Includes Rs 812 mill-ion for infrastructure enhancement.
(5) Pertains to infrastructure development and enhancement.
We expect to fund the above planned capital expenditures through internal accruals, security deposits on preleasing, sanctioned construction financing and lease rental discounting which are available to us.
Our actual capital expenditure may differ from the amounts set out above due to various factors, including our future cash flows, results of operations and financial condition, changes in the local economy in India, the availability of financing on terms acceptable to us, problems in relation to possible construction/development delays, defects or cost overrun, delays in obtaining or receipt of governmental approval, changes in the legislative and regulatory environment and other factors that are beyond our control.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations as of December 31, 2025:
Repayable on demand |
Less than 1 year |
More than 5 |
|||
| 1 - 5 years | Years | Total | |||
in millions) |
|||||
Financial liabilities - non-current |
|||||
Borrowings |
- |
728.52 | 20,292.22 | 9,613.24 | 30,633.98 |
Lease liabilities |
- |
- |
28.24 | - |
250.50 |
Other financial liabilities - Lease deposits |
4,135.92 | 4,135.92 | |||
Financial liabilities -current |
|||||
Borrowings |
219.94 | 5,896.16 | - |
- |
6,116.10 |
Trade payables |
- |
746.96 | - |
- |
746.96 |
Other financial liabilities |
|||||
(a) Lease deposits |
6,981.30 | 6,891.30 | |||
(b) Others |
1,050.51 | 1,050.51 | |||
Total |
219.94 | 15,403.45 | 24,456.38 | 9,835.50 | 49,915.27 |
Our estimated amount of contracts remaining to be executed on capital account and not provided for, net of advance, as at December 31, 2025 as per Ind AS 16 and Ind AS 40 amounted to Rs 8,861.09 million. These capital commitments are related to the amount of contracts remaining to be executed on capital account primarily pertaining to the Bagmane Cosmos Business Park and our under-construction hotels and Solar Asset. We plan to fund these contractual obligations and contractual commitments through our internal cash flows and external debt or equity raises.
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, as of December 31, 2025:
| As at December 31, 2025 | |
| (Rs in millions) | |
| Contingent liability towards pending litigations related to disputed dues of: | |
| Goods and service tax | 1,050.43 |
| Service tax | 13.55 |
| Income tax | 5.70 |
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. See “Risk Factors?We have presented certain non-GAAP measures of our performance and liquidity which is not prepared under or required under Ind AS. ” on page 90.
Net Operating Income ("NOI") and NOI Margin
Based on the management approach as specified in Ind AS 108 - Operating Segments, our chief operating decision maker ("CODM") evaluates our performance and allocates resources based on an analysis of various performance indicators by operating segments. 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 may not be comparable to the NOI of other companies/REITs due to the fact that not all companies/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.
Net Operating Income (Segment result) is a key metric reported to the CODM and has been defined as revenue from operations less direct operating expenses of the respective segments.
Direct operating expenses includes (i) repair and maintenance expenses, (ii) property tax (iii) insurance expenses and (iv) sub-contractor cost and (v) power and fuel.
Indirect operating expenses represents expenses other than direct operating expenses.
We define NOI Margin as a ratio of NOI to revenue from operations.
The following table presents a reconciliation from profit for the year/period to NOI and NOI Margin for the years/period indicated below:
| Nine months ended December 31, | Year ended March 31, |
|||
Particulars |
2025 | 2025 | 2024 | 2023 |
in millions, unless otherwise stated) |
||||
Profit for the year/period |
8,290.18 | 8,971.01 | 8,093.57 | 7,587.01 |
Add: Tax expense |
4,135.69 | 4,467.13 | 4,161.70 | 3,840.39 |
Profit before tax |
12,425.87 | 13,438.14 | 12,255.27 | 11,427.40 |
Add: Depreciation expense |
1,364.15 | 1,688.30 | 1,616.63 | 1,599.48 |
Add: Finance costs |
2,510.91 | 3,940.26 | 3,531.07 | 2,843.88 |
Earnings before finance costs, depreciation and tax (EBITDA) (A) |
16,300.93 | 19,066.70 | 17,402.97 | 15,870.76 |
Add: Indirect operating expenses* |
1,457.40 | 1,978.23 | 1,576.11 | 1,053.59 |
Less: Other income |
(168.57) | (201.25) | (319.60) | (232.09) |
Net operating income (Segment results) (A) |
17,589.76 | 20,843.68 | 18,659.48 | 16,692.26 |
Revenue from operations (B) |
19,429.37 | 23,707.52 | 22,053.65 | 19,793.12 |
NOI Margin (C = A/B) (%) |
90.53% | 87.92% | 84.61% | 84.33% |
* As per segment reporting as per Ind AS 108 - Operating Segments for respective years/period
Earnings before finance costs, depreciation and tax (“EBITDA”)
We use 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 our operating results. 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/REIT s due to the fact that not all companies/REIT s 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. 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" on page 91.
EBITDA has also been determined by the CODM as a measure of performance, which is based on profit for the year/period. In its measurement, CODM does not include finance costs, depreciation, amortisation and tax.
We define EBITDA Margin as a ratio of EBITDA to revenue from operations.
We believe that the comparable Ind AS metric to our EBITDA is profit / (loss) for the year / period. Therefore, the following table presents a reconciliation from profit for the year/period to EBITDA and EBITDA Margin for the years/period indicated below:
| Nine months ended December 31, | Year ended March 31, |
|||
Particulars |
2025 | 2025 | 2024 | 2023 |
in millions, unless otherwise stated) |
||||
Profit for the year/period |
8,290.18 | 8,971.01 | 8,093.57 | 7,587.01 |
Add: Tax expense |
4,135.69 | 4,467.13 | 4,161.70 | 3,840.39 |
Profit before tax |
12,425.87 | 13,438.14 | 12,255.27 | 11,427.40 |
Add: Depreciation expense |
1,364.15 | 1,688.30 | 1,616.63 | 1,599.48 |
Add: Finance costs |
2,510.91 | 3,940.26 | 3,531.07 | 2,843.88 |
Earnings before finance costs, depreciation and tax (EBITDA) (A) |
16,300.93 | 19,066.70 | 17,402.97 | 15,870.76 |
Revenue from operations (B) |
19,429.37 | 23,707.52 | 22,053.65 | 19,793.12 |
EBITDA Margin (C =A/B) (%) |
83.90% | 80.42% | 78.91% | 80.18% |
Qualitative Disclosures about Market Risk
We are exposed to market risk, credit risk and liquidity risk. Our senior management oversees the management of these risks. We do not use derivatives or other instruments in our risk management activities, and we do not hold or issue derivative instruments for trading purposes. The Board reviews and agrees policies for managing each of these risks, which are summarised below.
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and payables.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our long-term debt obligations with floating interest rates. We manage our interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after the impact of hedge accounting. With all other variables held constant, our profit before tax is affected through the impact on floating rate borrowings, as follows:
| Nine months ended December 31, | Year ended March 31, |
|||
| 2025 | 2025 | 2024 | 2023 | |
(Rs in millions) |
||||
Interest rates - increase by 100 basis points |
339.04 | 381.88 | 366.50 | 328.33 |
Interest rates - decrease by 100 basis points |
(339.04) | (381.88) | (366.50) | (328.33) |
Credit Risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. The carrying amount of cash and cash equivalents, advances, unbilled revenue and trade receivables represent our maximum exposure to credit risk in relation to financial assets. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The objective of managing counterparty credit risk is to prevent losses in financial assets. We assess the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
We use an allowance matrix to measure the expected credit loss of trade receivable from customers. Based on industry practices and the business environment in which the entity operates, we consider the trade receivables for loss allowance under simplified approach. These rates have been adjusted to reflect our view of economic conditions over the expected lives of the receivables.
Liquidity Risk
Liquidity risk is the risk that we will encounter difficulty in meeting financial obligations due to shortage of funds. Our financing activities are managed centrally by maintaining an adequate level of cash and cash equivalents to finance our operations.
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 Properties and “Risk Factors. Except as described in the “Our Business and Properties” and “Risk Factors” sections on pages 166 and 48, respectively, there are no known trends or uncertainties which are expected to have a material adverse impact on our revenues from operations.
Unusual or Infrequent Events or Transactions
Other than as described in this section and in “Risk Factors” and “Our Business and Properties” on pages 48 and 166 respectively, there have been no events or transactions which may be described as “unusual” or “infrequent”.
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 Properties” on pages 48, 107 and 166, respectively, there have been no significant economic changes that materially affected or are likely to affect income from continuing operations.
Material Increases in Net Revenues and Sales
Material increases in our net revenues and sales are primarily due to the reasons described in “?Results of Operations” above on page 348.
Total Revenues of Each Major Industry Segment in which we Operate
We have determined individual business parks and solar parks as reportable segments as evaluated by the CODM for the purpose of making decisions about resource allocation and performance assessment. For further details of segment reporting as per Ind AS 108 - Operating Segments for the nine months ended December 31, 2025 and FY2025, FY2024 and FY2023, see Note 44 on Segment information to the Special Purpose Combined Financial Statements on page 586.
Future Change in Relationships between Costs and Income
Other than as described in this section and the sections of this Offer Document entitled “Risk Factors” and “Our Business and Properties” on pages 48 and 166, respectively, there are no known factors which will have a material adverse impact on our operations or financial condition to our Managers knowledge.
New Product or Business Segments
As of the date of this Offer Document, we do not have any plans for new business segments.
Competitive Conditions
For a description of the competitive conditions in which we operate, see the section of this Offer Document entitled
“?Factors affecting our Results of Operations? Competition” on page 340.
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, multinational tenants, including global capability centers (“GCCs”), and tenants in the technology (development and processes), electronics and e-commerce and semiconductor sectors. Any conditions that impact these tenants or the respective sectors in which they operate may adversely affect our business, results and financial condition on page 60.
Seasonality
Our business is not subject to material seasonal fluctuations.
Related Party Transactions
For details on the procedure for dealing with related party transactions, see “Related Party Transactions? Procedure for dealing with Related Party Transactions on page 306.
Significant Developments since December 31, 2025
Unless otherwise disclosed in this Offer Document, the Manager believes that there have not been any circumstances since December 31, 2025 which materially and adversely affect 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.
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