ON
SPECIAL PURPOSE COMBINED FINANCIAL STATEMENTS OF BAGMANE PRIME OFFICE REIT To
The Board of Directors,
Bagmane Realty Investment Manager Private Limited (the Manager") in its capacity as the Manager of Bagmane Prime Office REIT (the Trust"), 5th Floor, B Block, Bagmane Tech Park, 65/2 Laurel Building, Byrasandra, C.V Raman Nagar, Bengaluru - 560093.
Opinion
We have audited the attached special purpose combined financial statements of Bagmane Prime Office REIT (hereinafter referred to as the Trust") and its special purpose vehicle entities namely Bagmane Developers Private Limited (including carve-in asset - Luxor @ Bagmane Capital Tech Park), Bagmane Rio Private Limited and Bagmane Greenpower LLP (referred to as the Component(s)") (the Trust and the Components together referred to as the Group") which comprises of 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 Changes in Equity and the Special Purpose Combined Statement of Cash Flows 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 REIT Regulations") (together referred to as the Special Purpose Combined Financial Statements").
The Special Purpose Combined Financial Statements have been prepared in accordance with the basis of preparation as set out in note 2 to the Special Purpose Combined Financial Statements.
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on the financial statements and other financial information of the components, the merged entities and the carve-in asset as noted in the Other Matters paragraph, the aforesaid Special Purpose Combined Financial Statements give a true and fair view in accordance with the basis of preparation set out in Note 2 to the Special Purpose Combined Financial Statements, of the state of affairs of the Group as at December 31, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, its profit (including other comprehensive income), its changes in equity and its cash flows for the nine months ended December 31, 2025 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
Basis for Opinion
We conducted our audit of the Special Purpose Combined Financial Statements in accordance with the Standards on Auditing (SAs), and other pronouncements issued by the Institute of Chartered Accountants of India (the ICAI"). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the audit of the Special Purpose Combined Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the ICAI and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Special Purpose Combined Financial Statements.
Emphasis Of Matter
We draw attention to Note 2 to the Special Purpose Combined Financial Statements, which describes the basis of preparation (including presentation) of this Special Purpose Combined Financial Statements. The Special Purpose Combined Financial Statements have been prepared by the Manager for inclusion in the offer document and the final offer document (collectively, the Offer Documents") in connection with the proposed initial public offering of the units of the Trust. As a result, the Special Purpose Combined Financial Statements may not be suitable for another purpose. Our report is intended solely for the purpose of inclusion in the Offer Documents and is not to be used, referred to or distributed for any other purpose. Our opinion is not modified in respect of the above matter.
Responsibilities of Management and Those Charged with Governance for the Special Purpose Combined Financial Statements
The Board of Directors of the Manager is responsible for the preparation and presentation of these Special Purpose Combined Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Group in accordance with the basis of preparation as set out in Note 2 to the Special Purpose Combined Financial Statements.
The Board of Directors of the Manager and the respective Board of Directors of the companies included in the Group and the management of the limited liability partnership entity included in the Group are responsible for maintenance of adequate accounting records in accordance with the applicable laws for safeguarding of the assets of the Trust and the respective components and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Special Purpose Combined Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Special Purpose Combined Financial Statements by the Board of Directors of the Manager, as aforesaid.
In preparing the Special Purpose Combined Financial Statements, the Board of Directors of the Manager and the respective Board of Directors of the companies included in the Group and the management of the limited liability partnership entity included in the Group are responsible for assessing the ability of the Trust and the respective components to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Board of Directors of the Manager and the respective Board of Directors of the companies included in the Group and the management of the limited liability partnership entity included in the Group are also responsible for overseeing the Trust and the respective components financial reporting process.
Auditors Responsibilities for the audit of the Special Purpose Combined Financial Statements
Our objectives are to obtain reasonable assurance about whether the Special Purpose Combined Financial Statements as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Special Purpose Combined Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Special Purpose Combined Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Groups internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Special Purpose Combined Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Special Purpose Combined Financial Statements, including the disclosures, and whether the Special Purpose Combined Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group of which we are the independent auditors and whose financial information we have audited, to express an opinion on the Special Purpose Combined Financial Statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the Special Purpose Combined Financial Statements of which we are the independent auditors. For the components, the merged entities and the carve-in asset as noted in the Other Matters paragraph, included in the Special Purpose Combined Financial Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Trust regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance of the Trust with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Other Matters
We did not audit the financial statements of:
- 2 components, whose financial statements reflects total assets of Rs. 9,461.75 million as at March 31, 2024, total revenues of Rs. 2,496.44 million and net cash inflows/(outflows) of Rs. (226.55) million for the year ended March 31, 2024 as considered in the Special Purpose Combined Financial Statements,
- 1 component, whose financial statements reflects total assets of Rs. 2,665.47 million as at March 31, 2023, total revenues of Rs. 950.74 million and net cash inflows/(outflows) of Rs. 110.03 million for the year ended March 31, 2023 as considered in the Special Purpose Combined Financial Statements, and
- 2 entities, which have merged into a component, whose financial statements reflects total assets of Rs. 4,234.59 million and Rs. 4,276.23 million as at March 31, 2024 and March 31, 2023, respectively, total revenues of Rs. 1,257.97 million and Rs. 1,279.29 million, and net cash inflows/(outflows) of Rs. (46.39) million and Rs. 379.92 million for the years ended March 31, 2024 and March 31, 2023, respectively, as considered in the Special Purpose Combined Financial Statements.
- 1 carve-in asset, which is proposed to be owned by the Trust through a component, whose financial statements reflects total assets of Rs. 4,296.45 million, Rs.2,842.46 million, Rs.3,140.69 million and Rs. 3,168.28 million as at December 31, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, respectively, total revenues of Rs. 1,106.84 million, Rs. 1,446.48 million, Rs. 1,396.44 million and Rs. 1,324.98 million, and net cash inflows/(outflows) of Rs. Nil, Rs. Nil, Rs. Nil and Rs. Nil for the nine months ended December 31, 2025 and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, respectively, as considered in the Special Purpose Combined Financial Statements.
These financial statements have been audited by other auditors, which financial statements and auditors reports have been furnished to us by the Management. Our opinion on the Special Purpose Combined Financial Statements, in so far as it relates to the amounts and disclosures included in respect of such components, merged entities and carve-in asset, is based solely on the reports of such other auditors.
Our opinion above on the Special Purpose Combined Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements
As required by the REIT Regulations and based on our audit and on the consideration of reports of the other auditors on financial statements and the other financial information of the components, the merged entities and the carve-in asset, as noted in the Other Matters paragraph, we report, to the extent applicable:
a) We/the other auditors whose reports we have relied upon have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Special Purpose Combined Financial Statements;
b) The Special Purpose Combined Balance Sheet and the Special Purpose Combined Statement of Profit and Loss dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Special Purpose Combined Financial Statements;
c) In our opinion, the aforesaid Special Purpose Combined Financial Statements comply with the basis of preparation as stated in Note 2 to the Special Purpose Combined Financial Statements; and
d) The Statement of Net Assets at Fair value and Statement of Total Returns at Fair Value, included in the aforesaid Special Purpose Combined Financial Statements, are prepared in accordance with the requirements of the REIT Regulations.
| For S.R. Batliboi & Associates LLP |
| Chartered Accountants |
| ICAI Firm Registration Number: 101049W/E300004 |
| per Sudhir Kumar Jain |
| Partner |
| Membership Number: 213157 |
| UDIN: 26213157FKXVIM7746 |
| Place: Bengaluru |
| Date: March 03, 2026 |
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