The following discussion is intended to convey the managements perspective on our financial condition and results of operations for the three months ended June 30, 2025 and Fiscals 2025, 2024, and 2023. This section should be read together with "Risk Factors", "Industry Overview", "Our Business", "Restated Consolidated Financial Information", and "Proforma Financial Information" beginning on pages 42, 194, 231, 403 and 523, respectively.
Our financial year commences on April 1 and ends on March 31 of each year. Accordingly, references to "Fiscal 2025," "Fiscal 2024" and "Fiscal 2023" are to the 12-month period ended March 31 of that relevant financial year. Financial information for the three months period ended June 30, 2025, is not indicative of the financial results for the full year and is not comparable with financial information for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
The following description of our business should be read together with our Proforma Financial Information and the schedules and notes thereto, which appear elsewhere in this Draft Red Herring Prospectus. The Proforma Financial Information prepared for this Draft Red Herring Prospectus is presented for illustrative purposes only to illustrate the impact of the Acquisition Transactions as if such transactions had been implemented with effect from April 1, 2022 (i.e., the beginning of the reporting periods covered) or the date of incorporation of the relevant entity, whichever is later, and may not accurately reflect our future financial condition or results of operations. For further details of the Acquisition Transactions, see the section "History and Certain Corporate Matters Acquisition Transactions" beginning on page 334.
Unless otherwise stated, references in this section to "we", "our", "us" or the "Group" are (i) to our Company and
Subsidiaries and all the assets in our network as of the date of this Draft Red Herring Prospectus held by our Company and Subsidiaries and (ii) in relation the events occurring prior to the Acquisition Transactions, to our Company, our Subsidiaries and our Promoters/Promoter Group. Unless otherwise stated, (i) the operational data in this section is presented as if the Acquisition Transactions had been implemented with effect from April 1, 2022 (i.e., the beginning of the reporting periods covered) or the date of incorporation of the relevant entity, whichever is later, and (ii) the financial information in this section is presented on a proforma basis and has been derived from our Proforma Financial Information included in this Draft Red Herring Prospectus beginning on page 523. All the operating information in relation to size of the assets in our network and corresponding area disclosed in this section is based on leasable area. Further, the way operational and financial performance indicators disclosed in this section are calculated and presented, and the assumptions and estimates used in such calculations, may vary from that used by other companies in India and other jurisdictions. Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision and should consult their own advisors and evaluate such information relating to our business and operations included in this Draft Red Herring Prospectus. We have presented reconciliations of certain Non-GAAP Measures in "Other Financial Information" beginning on page 670.
Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. Please see "Risk Factors Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors assessments of our financial condition" on page 85.
Some of the information in this section, especially information with respect to our plans and strategies, consists of certain forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results may differ materially from those expressed in, or implied by, these forward-looking statements. You should read the section "Forward-Looking Statements" beginning on page 41 for a discussion of the risks and uncertainties related to those statements and the section "Risk Factors" beginning on page 42 for a discussion of certain risks that may affect our business, financial condition or results of operations.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled ‘Industry Report on Indias Industrial & Logistics Sector dated December 2025 prepared and issued by JLL (the "JLL Report"), which has been commissioned and paid for by our Company exclusively in connection with the Issue and prepared, only for the purposes of understanding the industry in which we operate, pursuant to an engagement letter dated November 3, 2025. The data included herein includes excerpts from the JLL Report and may have been re-ordered by us for the purpose of presentation. The JLL Report will form part of the material documents for inspection and is available at the following web-link:https://www.hiparks.com/offer_documents/industry_report.pdf. Unless otherwise indicated, all financial, operational, industry and other related information derived from the JLL Report and included herein with respect to any particular year or period, refers to such information for the relevant year or period. For further details, see "Risk Factors Certain sections of this Draft Red Herring Prospectus contain information from the JLL Report which has been exclusively commissioned and paid for by our Company in relation to the Issue and any reliance on such information contained for making investment decision in this offering therein is subject to inherent risks" and "Industry Overview" beginning on pages 78 and 194, respectively.
Overview
We are Indias largest industrial and logistics infrastructure developer, owner and operator in terms of Total Network, according to the JLL Report. Our pan-India Total Network consists of 45 assets spread across 10 cities, totaling 58.01 million square feet
("msf"). We have reached this scale in record time of just over five years from the date that our Promoter acquired the first asset in our network in 2020, which according to the JLL Report, makes us one of the fastest growing industrial and logistics companies in the country. Further, we are in the process of acquiring a 100 acres land parcel with the potential to develop 2.55 msf in Bengaluru and have set aside the full cash consideration to be paid in due course. Post this acquisition, our network will expand to 60.56 msf across 46 assets. We have built this network through strategic acquisitions, greenfield developments that have transformed barren landscapes into thriving commercial hubs and targeted strategic redevelopments.
Our Promoters are a part of the Blackstone Group, and we leverage Blackstones global expertise in the logistics sector with more than 1.2 billion square feet of logistics holdings around the world as of September 30, 2025.
We offer our clients Grade A quality fulfillment centers, industrial facilities, and in-city centers across the countrys major industrial and consumption hubs. Our comprehensive business ecosystem provides a holistic end-to-end solution that enables our customers to operate seamlessly and reduce time-to-market. Our solutions include, among others, built-to-suit facilities, fully fitted plug-and-play facilities, cold storage, energy solutions, on-site staff accommodation, racking and material handling equipment ("MHEs"), all designed to support efficient operations.
Set out below are few images of our select assets, along with their Network Size, as of November 30, 2025.
As of November 30, 2025, we served a marquee customer base of over 100 customers, across key sectors of the Indian economy, including e-commerce, retail, fast-moving consumer goods ("FMCG"), renewable energy, auto - ancillary and manufacturing. Our scale, technical capabilities, network of strategically located sites and full-service offerings allow us to partner with both multinational corporations ("MNCs") and domestic companies seeking to establish storage or manufacturing facilities in India.
As of November 30, 2025, 57.33% of our committed Operational Network is contracted to Fortune 500 companies64, which reflects the confidence that these global companies place in our capabilities and highlights the quality of our customer base. Further, 43.81% of our incremental area contracted since Fiscal 2023 were signed through repeated engagements, underscoring customer stickiness and strengthening our strong customer relationships.
The following table sets forth a breakdown of our Total Network into our Operational Network and our Development Network as of the dates indicated, on a proforma basis:
| As of November 30, 2025 | As of June 30, 2025 | 2025 | As of March 31, 2024 | 2023 | |
| Particulars | (in msf) | ||||
| Operational Network | 26.74 | 23.83 | 23.31 | 20.70 | 16.62 |
| Development Network (1) | 31.27 | 30.91 | 29.63 | 26.39 | 28.03 |
| Total Network (2) | 58.01 | 54.74 | 52.94 | 47.09 | 44.66 |
Note:
(1) Development Network is the sum of Near Term Deliveries and Planned Projects. a. Near-Term Deliveries are projects where the Company and/or Subsidiaries of the Company have started active development; and in respect of which the pre-construction approvals, as applicable, have been obtained from the relevant authorities. b. Planned projects are projects where the Company and/or Subsidiaries of the Company have entered into necessary legal documentation relating to acquisition of the land or development rights therein, pre-construction approvals may or may not have been obtained from the relevant authorities, and any one of the following activities are being undertaken, namely (a) on-site development has commenced or (b) initial project planning and design is being undertaken.
(2) Total Network is the total leasable area of our (a) Operational Network, (b) Near-Term Deliveries, and (c) Planned Projects. Total Network includes XSIO Park One North and Greenbase Horizon Industrial Park Oragadam II, acquired after November 30, 2025, with an aggregate Development Network of 3.49 msf.
Principal Factors Affecting our Financial Condition and Results of Operations
This section discusses the principal factors that our management believes have had and will continue to have a significant effect on our financial condition and results of operations.
General economic and market conditions
Our results of operations are affected by general economic and market conditions, in particular those conditions that impact Indias industrial and logistics sector. According to the JLL Report, the logistics sector is poised to benefit directly from three key macroeconomic themes:
Manufacturing push: With an emphasis on domestic manufacturing from both the government and companies seeking to diversify global supply chains, manufacturing gross value added is expected to double from US$497.9 billion in Fiscal 2025 to over US$1 trillion by Fiscal 2030;
Rising consumption and low e-commerce penetration: Indias consumption has demonstrated robust growth, expanding at a 10.1% CAGR from Fiscal 2019 to Fiscal 2024, and it is expected to continue growing at a 10.5%
CAGR between Fiscal 2024 to Fiscal 2030. In Fiscal 2024, Indias e-commerce penetration was 6.1% in Fiscal 2024, compared to approximately 37% in China and approximately 16% in the USA, indicating substantial growth potential for Indias logistics e-commerce sector; and
Explosive growth in quick commerce: The quick commerce sector boasts a gross merchandise value ("GMV") of US$ 3.3 billion in Fiscal 2024 and has grown 33 times since Fiscal 2020. Indias quick commerce industry is expected to experience explosive growth clocking a CAGR of 54.3% between Fiscal 2024 and Fiscal 2030, which is projected to reach a value of US$44.6 billion in Fiscal 2030.
Additionally, general economic and market conditions in the sectors in which our customers operate can affect our performance, as market conditions affect sector performance through demand volatility and supply-demand imbalances. According to the JLL report, seasonal demand fluctuations especially in consumer driven sectors such as e commerce, FMCG and retail can create periodic demand stagnation, and international trade policies and tariffs can directly influence demand for warehousing and industrial facilities. This is relevant given that specialized manufacturing operations, 3PL, e commerce and retail companies are key drivers of Grade A absorption. Adverse developments in these sectors may lead customers to delay or scale back expansions, reduce space requirements or exert pressure on rents, thereby negatively impacting our results of operations.
Our well-diversified pool of customers demonstrates our ability to capitalize on favorable general economic and market conditions. As of November 30, 2025, we have a well-diversified pool of 107 customers spread across both consumption (e-commerce, q-commerce, third party logistics, FMCG, retail) and manufacturing (auto/auto components, renewables, packaging and other manufacturing) segments.
Our Operational Network is strategically located within their respective markets, which has allowed us to attract, retain and grow key tenants within our assets. Our Operational Network, which spans across 26.74 msf with a committed occupancy rate of 94.55% is distributed across 10 major industrial and consumption hubs in India, such as Delhi-NCR, Mumbai (Maharashtra), Bengaluru (Karnataka), Chennai (Tamil Nadu), Pune (Maharashtra), Hyderabad (Telangana) and Ahmedabad (Gujarat), among others. According to the JLL Report, these 10 markets represent approximately 8.0% of Indias total population, contributing approximately 27.0% of Indias GDP and their per-capita income is approximately three times higher than the national average, as of March 31, 2025. Within these submarkets, our business depends on the performance of the micro-markets where our industrial parks are located.
The JLL Report forecasts continued acceleration in the markets growth trajectory, with Grade A stock projected to expand at a 24.3% CAGR from CY2024 to CY2029, potentially reaching 759.2 msf by CY2029. Our network is well-placed to capture this growth, with 31.27 msf of within-the-fence development, including 5.81 msf of Near Term Deliveries and 25.46 msf of Planned Projects expected to be delivered over the next four to five years. As of November 30, 2025, we have pre-contracted 1.90 msf to customers across 8 locations.
According to the JLL Report, the logistics sector has emerged as a critical pillar supporting Indias economic growth valued at $349.4 billion in FY25, backed by robust macroeconomic factors, such as the implementation of a unified goods and services tax, a focus on domestic manufacturing and the development of multi-modal infrastructure across the country. For more information, see "Our Business Our Competitive Strengths Well positioned to benefit from strong industry tailwinds; Our business is derivative of Indias manufacturing, consumption and e-commerce tailwinds" beginning on page 169.
Occupancy rates and lease terms and renewals
Our revenues are dependent on our ability to maintain high occupancy across our network. Our Committed Occupancy rate largely depends on the efficiency and competitive advantages that we have, including presence in attractive sub-markets, rents relative to competitors, facility management, asset management capabilities, ability to minimize the intervals between lease expiries (or terminations), tenant retention and our ability to enter into new leases. We primarily operate our business through lease agreements or lease deeds, which we enter with our customers. These agreements and deeds contain customary terms and conditions found in commercial real estate leases, including provisions relating to lease duration and renewals, rent and escalation, security deposits and any fit-out or alteration works. The term of our lease agreements or lease deeds generally ranges from five to ten years, which provides visibility on the certainty and growth of our future cash flows.
As of November 30, 2025, our Operational Network spans across 26.74 msf, with a committed occupancy rate of 94.55%. Our assets achieved an aggregate gross leasing of 17.63 msf across sectors in the eight months ended November 30, 2025, and Fiscals 2025, 2024 and 2023, on a proforma basis. Leveraging our asset management expertise, we have delivered a CAGR of 6.19% growth in gross rental per square foot per month from April 1, 2022 until November 30, 2025. Leveraging our market experience and client relationships, we manage our leasing risk partly by Pre-contracting facilities before or during the construction phase of development. As of November 30, 2025, we have pre-contracted 1.90 msf to customers across eight locations.
The following table sets forth our select operational metrics for the period/fiscal years indicated, on a proforma basis.
| As of November 30, | As of June 30, | As of March 31, | ||||
| Particulars | Units | 2025 | 2025 | 2025 | 2024 | 2023 |
| No. of customers (1) | Number | 107 | 97 | 95 | 79 | 57 |
| Total Network(2) | msf | 58.01 | 54.74 | 52.94 | 47.09 | 44.66 |
| Operational Network(2a) | msf | 26.74 | 23.83 | 23.31 | 20.70 | 16.62 |
| Committed Occupancy (3) | % | 94.55% | 93.44% | 93.94% | 92.01% | 94.90% |
Notes:
(1) Number of customers refer to the total number of companies and other legal entities as of a specified date, that occupy areas in our Operational Network. (2) Total Network is the total leasable area of our (a) Operational Network, (b) Near-Term Deliveries, and (c) Planned Projects. a. Operational Network are projects where the Company and/or the relevant Subsidiaries have completed construction; and in respect of which either the post construction approvals have been applied or have been obtained from the relevant authorities by the Company or the relevant Subsidiaries. b. Near-Term Deliveries are projects where the Company and/or Subsidiaries of the Company have started active development; and in respect of which the pre-construction approvals, as applicable, have been obtained from the relevant authorities. c. Planned projects are projects where the Company and/or Subsidiaries of the Company have entered into necessary legal documentation relating to acquisition of the land or development rights therein, pre-construction approvals may or may not have been obtained from the relevant authorities, and any one of the following activities are being undertaken, namely (a) on-site development has commenced or (b) initial project planning and design is being undertaken. d. Total Network includes XSIO Park One North and Greenbase Horizon Industrial Park Oragadum II, acquired after November 30, 2025 with an aggregate development network of 3.49 msf. (3) Committed Occupancy is calculated as the sum of (a) the Operational Network for which definitive contracts have been signed with customers and (b) the committed area in our Operational Network for which letters of intent with customers have been signed, and such sum divided by (x) the total Operational Network.
We served a marquee customer base of over 100 customers as of November, 2025, across key sectors of the Indian economy, including e-commerce, retail, FMCG, renewable energy, auto- ancillary and manufacturing. We intend to continue our proven strategy of maintaining a diverse and marquee client pool by cultivating deep customer relationships, transforming and actively managing our assets, and rapidly delivery solutions that address our tenants needs. We continuously engage with our tenants management teams to understand their growth plans and modify our leasing strategy accordingly. We rely on our management teams to track tenant performance and determine the optimal tenant mix with the objective of maximizing rents and tenant sales.
Rental rates and escalations
Our revenue from operations primarily comprises revenue from rental income for assets that we lease to our tenants. The following table sets forth our rental income, revenue from maintenance services and other operating income for the period and Fiscals indicated in absolute terms and as a percentage of our total income, on both a restated consolidated basis and proforma basis:
| For the three months ended June 30, 2025 | 2025 | For Fiscal 2024 | 2023 | |||||
| Particulars | Amount in million | % of total income | Amount in million | % of total income | Amount in million | % of total income | Amount in million | % of total income |
| Based on Restated Consolidated Financial Information | ||||||||
| Facility rental income | 1,220.40 | 90.27% | 3,343.36 | 82.73% | 2,194.41 | 87.90% | 1,356.81 | 79.28% |
| Revenue from maintenance services | 38.63 | 2.86% | 105.36 | 2.61% | 68.52 | 2.74% | 76.77 | 4.49% |
| Other operating income | 27.16 | 2.01% | 144.42 | 3.57% | 72.60 | 2.91% | 79.59 | 4.65% |
| Based on Proforma Financial Information | ||||||||
| Facility rental income | 1,554.58 | 90.53% | 5,427.28 | 84.33% | 4,321.42 | 90.77% | 3,545.93 | 88.62% |
| Revenue from maintenance services | 48.65 | 2.83% | 174.53 | 2.71% | 151.19 | 3.18% | 151.46 | 3.79% |
| Other operating income | 26.18 | 1.52% | 117.20 | 1.82% | 57.12 | 1.20% | 34.63 | 0.87% |
Accordingly, our revenue from operations is directly affected by the lease rental rates of the assets in our network. The lease rental rates are affected by various factors, including:
prevailing economic, income and demographic conditions in the relevant markets; prevailing rental levels in the markets, where the assets are located; the amenities and facilities provided; upkeep and maintenance of our assets;
changes in applicable regulatory schemes, including governmental policies relating to zoning and land use; insolvency or bankruptcy of our tenants; size, location and structure of our assets; relocation costs and cost of logistics by way of first-mile and last-mile connectivity; and competition from competing assets.
Our active asset management approach has enabled us to reposition assets across locations, resulting in high marginal revenue growth. We upgrade our assets with enhanced infrastructure such as ample parking, EV charging stations, power backup systems, STPs and dedicated facility management offices. We also improve amenities by adding sports arenas, gymnasiums, landscaped open areas and ponds. These enhancements are intended to improve the overall customer experience and contribute to increased revenue potential. We have delivered a CAGR of 6.19% growth in gross rental per square foot per month from April 1, 2022 until November 30, 2025. The charts below provide details regarding our marginal revenue growth from new contracts in certain locations for the periods/fiscal years indicated.
Further, our lease agreements have an embedded contractual rental escalation which typically varies from 4.5-5% on an annual basis to 15% every 3 years. Additionally, post expiry of our leases, we are well positioned to re-price our assets providing for a positive marked-to-market opportunity.
Competition
We compete with other international and domestic institutional developers. In certain markets, we also compete with large regional developers. We compete based on factors such as warehouse location, size, availability, type and design/layout, and the breadth of technology offerings and integrated solutions. We also compete to acquire locations and sites for future assets.
For further details relating to risks to our business relating competition, please see the section entitled "Risk Factors
Competition in the warehousing and logistics industry may increase over time if our competitors open new facilities or expand their offerings" on page 76. Competition from other warehousing businesses in India may adversely affect our ability to sell or lease our assets and could impact our revenues from operations. Further, our Promoters, Promoter Group and their affiliates/associates may engage in a broad spectrum of activities, including investments in the real estate and logistics industries, and may be involved in ventures similar to ours. Please see the section entitled "Risk Factors Our Promoters have substantial interest in our Company. Conflicts of interest may arise out of common business objectives shared by our Promoters, our Company and their respective associates/affiliates and our Directors." on page 54.
Availability of capital for capital expenditure and cost of financing
We operate in a capital-intensive sector that requires significant amounts of capital expenditure to acquire land, develop and maintain our assets. We have a Development Network of 31.27 msf which includes 5.81 msf of Near Term Deliveries and 25.46 msf of Planned Projects expected to be delivered over the next four to five years. We generally raise debt for the purpose of funding our capital expenditure, including for developing new assets and refinancing existing loans. As of October 31, 2025, we had outstanding borrowings, on a proforma basis, of 67,948.21 million, and net outstanding borrowings (computed as total outstanding borrowings minus cash/bank balances of 8,112.91 million) of 59,835.30 million. Thus, the cost of raising debt constitutes a significant proportion of our overall expenses. We incurred losses during the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, primarily on account of our significant finance costs.
The following table sets forth our finance costs for the period and Fiscals indicated in absolute terms and as a percentage of our total income, on both a restated consolidated basis and proforma basis:
(in million, except otherwise stated)
| For the three months ended June 30 | For Fiscal | |||
| Particulars | 2025 | 2025 | 2024 | 2023 |
| Based on Restated Consolidated Financial Information | ||||
| Total income | 1,351.96 | 4,041.23 | 2,496.40 | 1,711.50 |
| Finance costs | 1,054.24 | 3,053.85 | 1,940.63 | 1,310.22 |
| Finance costs as % of total income | 77.98% | 75.57% | 77.74% | 76.55% |
| Based on Proforma Financial Information | ||||
| Total income | 1,717.22 | 6,435.59 | 4,761.05 | 4,001.33 |
| Finance costs | 1,310.79 | 4,839.35 | 4,002.50 | 2,987.14 |
| Finance costs as % of proforma Total | ||||
| Income | 76.33% | 75.20% | 84.07% | 74.65% |
Our finance costs based on both our Restated Consolidated Financial Information and our Proforma Financial Information primarily comprise interest expense on loans from banks and optionally convertible debentures. Our ability to obtain financing, as well as the cost of such financing, affects our business. Although we believe we are able to obtain funding at competitive interest rates, the cost of financing has a material effect on our business as we require substantial funds to meet our capital expenditure requirements. See "Risk Factors We require substantial funds for meeting our capital expenditure requirements. We may not be able to secure funding for such capital expenditure in a timely manner or at all which may adversely impact our growth prospects and overall financial performance" on page 51.
Government regulations and policies
The infrastructure sector in India is highly regulated and there are many laws and regulations that apply to our business, including in relation to safety, health, environmental protection and labour. In connection with the ownership and development of our assets, we are also subject to a variety of national, state and local laws and regulations relating to the environment. 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, other rates and taxes.
We are also subject to laws and regulations governing relationships with employees in such areas as minimum wages and maximum working hours, overtime, working conditions, hiring and termination of employees, contract labour and work permits and maintenance of regulatory and statutory records.
The extensive regulatory structure within which we operate may constrain our flexibility to respond to market conditions, competition or changes in our cost structure, which could have an adverse effect on our business and prospects.
Future acquisitions
As of the date of this Draft Red Herring Prospectus, Total Network aggregates to 58.01 msf across 45 assets, including both our Operational Network and our Development Network, spread across 10 major industrial and consumption hubs in India. As of the date of this Draft Red Herring Prospectus, our Development Network aggregates to 31.27 msf of within-the-fence development, comprising of 5.81 msf of Near Term Deliveries and 25.46 msf of Planned Projects expected to be delivered over the next four to five years.
We have grown our Total Network significantly through acquisitions. Prior to Fiscal 2025, our Total Network comprised ten assets, namely Horizon Industrial Park Chakan II, Horizon Industrial Park Bilaspur, Horizon Industrial Park Farukhnagar I, Horizon Industrial Park Hosur, JCK Horizon Industrial Park Kothur, Horizon Industrial Park Dobbaspet I, Horizon Industrial Park Koka, XSIO Park One, XSIO Park Two, and Horizon Industrial Park Chakan V. All the other assets in our network were acquired by us during or after Fiscal 2025. For further information in relation to acquisitions undertaken by us, see "History and Certain Corporate Matters Acquisition transactions" beginning on page 334.
As part of our inorganic growth strategy, we intend to continue to evaluate opportunities for further acquisitions. We plan to expand our network and take advantage of market opportunities by making strategic acquisitions of assets or land and by advancing our development pipeline. Further, we are in the process of acquiring a 100-acre land parcel with the potential to develop 2.55 msf in Bengaluru and have set aside the full cash consideration to be paid in due course. For further details, please see the section entitled "Our Business Our Growth Strategies Continue acquisitions supported by strong cashflows and sustainable debt" on page 249. Each new acquisition that we complete may materially affect our overall operations and financial position. Our acquisition strategy may require a significant amount of long-term funding. Our ability to acquire assets and land will depend in part on our ability to secure financing on commercially viable terms, which will in part be affected by the interest rates prevailing at the time of acquisition.
Principal Components of Results of Operations based on our Restated Consolidated Financial Information and Proforma Financial Information
The following descriptions set forth information with respect to the key components of our restated summary statement of profit and loss and our proforma summary statement of profit and loss.
Revenue from operations. Based on both our Restated Consolidated Financial Information and our Proforma Financial Information, revenue from operations primarily consists of facility rental income. We primarily operate our business through lease agreements or lease deeds that we enter with our customers. The lease payments made by our customers to us under these agreements are recognized as facility rental income at the start of the period to which the lease payment corresponds. Revenue from operations also includes revenue from maintenance services that we render under our contracts with our customers and certain other operating income.
Other income. Based on both our Restated Consolidated Financial Information and our Proforma Financial Information, other income includes interest income that we earn on bank deposits, intercorporate deposits, income tax refunds, non-convertible debentures, as well as fair value changes in financial instruments and commission on financial guarantees. Other income also includes non-recurring items from time to time, such as profit on conversion of joint venture, profit on the sale of property, plant and equipment and investment properties (primarily assets in our network), profit on sale of optionally convertible debentures, subsidiary, investments in mutual funds, liabilities no longer written back, reversal of provision for doubtful debts (net) and gain on extinguishment of non-convertible debentures.
The following table sets forth the break up of our Total Income in absolute terms and as a percentage of our total income, on both a restated consolidated and proforma basis.
| For the three months ended June 30, 2025 | 2025 | Fiscal 2024 | 2023 | |||||
| Particulars | Amount in million | % of total income | Amount in million | % of total income | Amount in million | % of total income | Amount in million | % of total income |
| Based on Restated Consolidated Financial Information | ||||||||
| Revenue from operations (1) | 1,286.19 | 95.14% | 3,593.14 | 88.91% | 2,333.53 | 93.56% | 1,513.17 | 88.41% |
| Other income (2) | 65.77 | 4.86% | 448.09 | 11.09% | 160.87 | 6.44% | 198.33 | 11.59% |
| Based on Proforma Financial Information | ||||||||
| Revenue from operations(1) | 1,629.41 | 94.89% | 6,082.07 | 94.51% | 4,529.73 | 95.14% | 3,732.02 | 93.27% |
| Other income (2) | 87.81 | 5.11% | 353.52 | 5.49% | 231.32 | 4.86% | 269.31 | 6.73% |
Notes:
(1) Revenue from operations represents income generated from business operations and comprises of facility rental income, revenue from maintenance services and other operating income. (2) Other income represents income generated from investments such as interest income on bank deposits, profits on investment in mutual funds, etc and other business transactions such as profits on sale of property, plant, equipment, investment property, or income generated from business investments such as profit on conversion of joint-venture investment, profit on sale of subsidiary, profit on sale of optionally convertible debentures, or gain on extinguishment of non-convertible debentures or income generated from write-back of liabilities or excess incomes from receipts of insurance claims settlements.
Operating and maintenance expenses. Based on both our Restated Consolidated Financial Information and our Proforma Financial Information, operating and maintenance expenses primarily consist of maintenance charges, property tax paid, utility charges (net), insurance expenses and subletting charges.
Insurance expenses. Based on both our Restated Consolidated Financial Information and our Proforma Financial Information, insurance expenses consist of insurance premiums paid to insure our assets, infrastructure, land and other assets.
Property tax paid. Based on both our Restated Consolidated Financial Information and our Proforma Financial
Information, property tax paid consists of property taxes paid in relation to our assets and land to relevant authorities.
Employee benefits expenses. Based on both our Restated Consolidated Financial Information and our Proforma Financial Information, employee benefits expenses consist of salaries, wages and bonuses, contributions to provident and other funds, staff welfare expenses, gratuity expenses and payments for compensated absences.
Finance costs. Based on both our Restated Consolidated Financial Information and our Proforma Financial Information, finance costs primarily consist of interest expense on optionally convertible debentures, loans from banks, lease liabilities, lease deposits, unsecured loans, income tax as well as other borrowing costs and loan preclosure charges.
Depreciation and amortization expenses. Based on both our Restated Consolidated Financial Information and our Proforma Financial Information, depreciation and amortization expenses consist of depreciation of property, plant and equipment and investment properties (primarily the assets in our network) and amortization of intangible assets and right-of-use assets.
Other expenses. Based on both our Restated Consolidated Financial Information and our Proforma Financial Information, other expenses include legal and professional, travel and conveyance, rates and taxes, business promotion, boarding and lodging expenses, rent, corporate social responsibility expenses, brokerage, provision for doubtful debts, sundry balance written off, financial assets no longer required written off, information technology expenses, insurance, advance and deposit balance written off and miscellaneous expenses.
Earnings before finance costs, depreciation, amortization, share of net profit/(loss) of investment accounted for using equity method, exceptional items and tax ("EBITDA"). Based on both our Restated Consolidated Financial Information and our Proforma Financial Information, EBITDA is calculated as profit/(loss) for the period/ year plus total tax expense plus finance costs plus depreciation and amortization expense, less share of profit/(loss) of joint venture, plus exceptional items, if any.
Results of Operations based on our Restated Consolidated Financial Information
Our Restated Consolidated Financial Information comprises the restated consolidated statement of assets and liabilities as at June 30, 2025, and years ended March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity and the restated consolidated statement of cashflows for the three months period ended June 30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023 along with a summary of material accounting policies and other explanatory information.
The following table sets forth select financial data from our Restated Consolidated Statement of Profit and Loss for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of total income for such period and years.
Three Months Period Ended June 30, 2025
Income
Our total income was 1,351.96 million in the three months ended June 30, 2025, which consisted of revenue from operations of 1,286.19 million and other income of 65.77 million.
Revenue from operations
Our revenue from operations was 1,286.19 million in the three months ended June 30, 2025, which primarily consisted of facility rental income of 1,220.40 million.
Other income
Our other income was 65.77 million in the three months ended June 30, 2025, which primarily consisted of interest income on bank deposits of 38.36 million.
Expenses
Operating and maintenance expenses
Our operating and maintenance expenses were 95.26 million in the three months ended June 30, 2025, which primarily consisted of maintenance charges of 62.05 million.
Property tax paid
Our property tax paid were 11.79 million in the three months ended June 30, 2025, which primarily consisted of property taxes paid on the completed area within our network.
Insurance expenses
Our insurance expenses were 7.38 million in the three months ended June 30, 2025, which primarily related to site insurance, fire and peril insurance, a standalone terrorism policy, and a comprehensive general liability policy.
Employee benefits expenses
Our employee benefits expenses were 62.96 million in the three months ended June 30, 2025, which primarily consisted of salaries, wages, and bonus of 51.05 million. We had 149 full-time employees as of June 30, 2025 on a restated consolidated basis.
Finance costs
Our finance costs were 1,054.24 million in the three months ended June 30, 2025, which primarily consisted of interest expense on loans from banks of 839.48 million and interest expense on optionally convertible debentures ("OCDs") of 158.02 million.
Depreciation and amortization expenses
Our depreciation and amortization expenses were 518.70 million in the three months ended June 30, 2025, which primarily consisted of depreciation of investment properties of 501.47 million.
Other expenses
Our other expenses were 198.55 million in the three months ended June 30, 2025, which consisted primarily of legal and professional fees of 95.93 million, rates and taxes of 23.34 million and travel and conveyance of 16.81 million.
Total tax expenses
Our total tax expenses were (1.30) million in the three months ended June 30, 2025, which consisted of current tax of 0.58 million and deferred tax credit of (1.88) million.
Restated loss for the period
As a result of the foregoing factors, our restated loss for the period was (576.45 ) million for the three months ended June 30, 2025.
Fiscal 2025 Compared to Fiscal 2024
Income
Our total income increased by 61.88% to 4,041.23 million in Fiscal 2025 from 2,496.40 million in Fiscal 2024, primarily due to the increase in revenue from operations described below.
Revenue from operations
Our revenue from operations increased by 53.85% to 3,593.14 million in Fiscal 2025 from 2,335.53 million in Fiscal 2024 primarily due to an increase in facility rental income to 3,343.36 million in Fiscal 2025 from 2,194.41 million in Fiscal 2024. The increase was attributable to the increase in the number of customers from 40 in Fiscal 2024 to 77 in Fiscal 2025, an increase in Total Network size from 25.12 msf in Fiscal 2024 to 38.55 msf in Fiscal 2025 and an increase in operational network size from 12.22 msf in Fiscal 2024 to 19.02 msf in Fiscal 2025. The increase in our revenue from operations in Fiscal 2025 was also attributable to the contractual escalations in our rentals in Fiscal 2025, leasing of vacant spaces and newly constructed blocks in Fiscal 2025.
Other income
Our other income increased by 178.54% to 448.09 million in Fiscal 2025 from 160.87 million in Fiscal 2024 primarily due to profit on conversion of our joint venture of 275.13 million, while no such profits were recorded in Fiscal 2024. Additionally, profit on sale of investments was 29.66 million in Fiscal 2025 as compared to 4.70 million in Fiscal 2024. The profit on the conversion of the joint venture was due to Kothur Logistics Park Private Limited becoming our Subsidiary because of the conversion of compulsorily convertible debentures ("CCDs") to equity share capital of Kothur Logistics Park Private Limited, leading to an increase in our interests in Kothur Logistics Park Private Limited to 51.00%. The profit on the sale of investments was on account of sales of mutual funds.
Expenses
Operating and maintenance expenses
Our operating and maintenance expenses increased by 21.88% to 268.55 million in Fiscal 2025 from 220.34 million in Fiscal 2024 primarily due to an increase in maintenance charges to 165.24 million in Fiscal 2025 from 143.90 million in Fiscal
2024 in line with the completion of construction of assets (which are generally classified as investment properties in our Restated Consolidated Financial Information) during the year and the resultant increase in our Operational Network.
Property tax paid
Our property tax paid increased by 95.51% to 47.06 million in Fiscal 2025 from 24.07 million in Fiscal 2024, primarily due to the increase in the completed area within our network.
Insurance expenses
Our insurance expenses increased by 13.89% to 28.04 million in Fiscal 2025 from 24.62 million in Fiscal 2024, primarily due to the increase in our operational assets.
Employee benefits expenses
Our employee benefits expenses decreased by 28.46% to 214.32 million in Fiscal 2025 from 299.59 million in Fiscal 2024, primarily due to the reclassification of a larger proportion of salary expenses in Fiscal 2025 to investment property under development. We had 133 permanent full-time employees as of March 31, 2025 as compared to 106 full-time employees as of March 31, 2024.
Finance costs
Our finance costs increased by 57.36% to 3,053.85 million in Fiscal 2025 from 1,940.63 million in Fiscal 2024 primarily due to increases in interest expense on loans from banks, which increased to 2,220.38 million in Fiscal 2025 from 1,333.36 million in Fiscal 2024. This was attributable to an increase in interest cost associated with the completion of construction of assets, following which we began to expense interest costs which were previously capitalized while those assets were under construction, and the issuance of additional OCDs amounting to 951.55 million in Fiscal 2025, which in turn led to an increase in interest expense on OCDs to 651.61 million in Fiscal 2025 from 410.98 million in Fiscal 2024.
Depreciation and amortization expenses
Our depreciation and amortization expenses increased by 40.38% to 1,378.12 million in Fiscal 2025 from 981.68 million in Fiscal 2024, primarily due to an increase in depreciation of investment properties to 1,312.07 million in Fiscal 2025 from 917.13 million in Fiscal 2024, which was attributable to assets that were capitalized in Fiscal 2025 upon completion of construction.
Other expenses
Our other expenses increased by 13.49% to 450.15 million in Fiscal 2025 from 396.64 million in Fiscal 2024 primarily due to increases in (i) legal and professional fees to 244.52 million in Fiscal 2025 from 206.76 million in Fiscal 2024 relating to our legal, audit and consultancy expenses; and (ii) business promotion expenses to 39.27 million in Fiscal 2025 from 23.43 million in Fiscal 2024 relating to marketing expenses towards our brand building. This increase was partially offset by a decrease in miscellaneous expenses to 21.40 million in Fiscal 2025 from 41.80 million in Fiscal 2024.
Share of loss of joint ventures
Share of loss of joint ventures decreased by 100.00% to nil in Fiscal 2025 from 48.54 million in Fiscal 2024. This decrease was due to Kothur Logistics Park Private Limited becoming our Subsidiary because of the conversion of CCDs to equity share capital of Kothur Logistics Park Private Limited, leading to an increase in our interest in Kothur Logistics Park Private Limited to 51.00%. For more information, see "History and Certain Corporate Matters Acquisition Transactions" beginning on page
334.
Total tax expense
Our total tax credit increased by 1,997.01% to (28.10) million in Fiscal 2025 from (1.34) million in Fiscal 2024, primarily due to an increase in deferred tax credit in several of our special purpose vehicles ("SPVs").
EBITDA
Our EBITDA increased by 96.74% to 3,108.21 million in Fiscal 2025 from 1,579.83 million in Fiscal 2024, primarily due to significant growth in revenue from operations driven by higher facility rental income, network expansion, and increased customer base. The increase was also attributable to the acquisitions undertaken by us during the said period as set out in
"History and Certain Corporate Matters Acquisition Transactions" beginning on page 334. Additionally, the conversion of Kothur Logistics Park Private Limited into a subsidiary contributed to other income.
Restated Loss for the year
As a result of the foregoing factors, our restated loss for the year decreased by 6.77% to a loss of 1,295.66 million in Fiscal 2025 from a loss of 1,389.68 million in Fiscal 2024.
Fiscal 2024 Compared to Fiscal 2023
Income
Our total income increased by 45.86% to 2,496.40 million in Fiscal 2024 from 1,711.50 million in Fiscal 2023, primarily due to the increase in revenue from operations described below.
Revenue from operations
Our revenue from operations increased by 54.35% to 2,335.53 million in Fiscal 2024 from 1,513.17 million in Fiscal 2023 primarily due to an increase in facility rental income to 2,194.41 million in Fiscal 2024 from 1,356.81 million in Fiscal 2023, which was attributable to the increase in the number of customers from 28 in Fiscal 2023 to 40 in Fiscal 2024, an increase of Total Network size from 17.46 msf in Fiscal 2023 to 25.12 msf in Fiscal 2024 and an increase in Operational Network size from 8.43 msf in Fiscal 2023 to 12.22 msf in Fiscal 2024. The increase in revenue from operations in Fiscal 2024 was also attributable to the contractual escalations in our rentals in Fiscal 2024, leasing of vacant spaces and newly constructed blocks in Fiscal 2024.
Other income
Our other income decreased by 18.89% to 160.87 million in Fiscal 2024 from 198.33 million in Fiscal 2023 primarily due to (i) gain on sale of OCDs of 68.25 million in Fiscal 2023 and no such gain in Fiscal 2024, (ii) gain on sale of subsidiary of 52.42 million in Fiscal 2023 and no such gain in Fiscal 2024, (iii) reversal of provision for doubtful debts of 9.06 million in Fiscal 2023 and no such reversal in Fiscal 2024, partially offset by (i) increase in interest income of bank deposit from 24.74 million in Fiscal 2023 to 61.30 million in Fiscal 2024 and (ii) fair value changes of financial instrument of 24.87 million in Fiscal 2024, with no such changes in Fiscal 2023.
Expenses
Operating and maintenance expenses
Our operating and maintenance expenses increased by 31.28% to 220.34 million in Fiscal 2024 from 167.84 million in Fiscal 2023 primarily due to an increase in maintenance charges to 143.90 million in Fiscal 2024 from 100.64 million in Fiscal
2023 in line with the completion of construction of assets during the year and the resultant increase in our Operational Network.
Property tax paid
Our property tax paid increased by 88.64% to 24.07 million in Fiscal 2024 from 12.76 million in Fiscal 2023, primarily due to the increase in the completed area within our network.
Our insurance expenses increased by 19.98% to 24.62 million in Fiscal 2024 from 20.52 million in Fiscal 2023, primarily due to the increase in our operational assets.
Employee benefits expenses
Our employee benefits expenses increased by 35.67% to 299.59 million in Fiscal 2024 from 220.83 million in Fiscal 2023 primarily due to an increase in salaries, wages and bonus to 265.13 million in Fiscal 2024 from 200.58 million in Fiscal 2023 primarily due to an increase in headcount during the year. We had 106 full-time employees as of March 31, 2024 as compared to 89 full-time employees as of March 31, 2023, on a restated consolidated basis.
Finance costs
Our finance costs increased by 48.11% to 1,940.63 million in Fiscal 2024 from 1,310.22 million in Fiscal 2023 primarily due to increases in interest expense on loans from banks to 1,333.36 million in Fiscal 2024 from 865.41 million in Fiscal 2023. This was attributable to an increase in interest cost associated with the completion of construction of assets, following which we began to expense interest costs which were previously capitalized during the construction phase, and the issuance of additional OCDs amounting to 812.50 million in Fiscal 2024, which in turn led to an increase in interest expense on OCDs to 410.98 million in Fiscal 2024 from 283.60 million in Fiscal 2023.
Depreciation and amortization expenses
Our depreciation and amortization expenses increased by 45.92% to 981.68 million in Fiscal 2024 from 672.76 million in Fiscal 2023, primarily due to an increase in depreciation of investment properties to 917.13 million in Fiscal 2024 from 624.95 million in Fiscal 2023, which in turn primarily related to assets that were capitalized during Fiscal 2024 upon completion of construction.
Other expenses
Our other expenses decreased by 56.86% to 396.64 million in Fiscal 2024 from 919.43 million in Fiscal 2023 primarily due to advance and deposit balance written off of 504.02 million recorded in Fiscal 2023 relating to unrecoverable advances in one of our SPVs, with no such write-off in Fiscal 2024, and a decrease in legal and professional fees to 206.76 million in Fiscal 2024 from 279.05 million in Fiscal 2023 relating to our legal, audit and consultancy expenses. This decrease was partially offset by an increase in rates and taxes to 22.62 million in Fiscal 2024 from 13.78 million in Fiscal 2023.
Share of loss of joint ventures
Share of loss of joint ventures increased by 212.15% to 48.54 million in Fiscal 2024 from 15.55 million in Fiscal 2023, primarily due to capitalization of completed investment properties in the joint venture, which led to an increase in the interest cost being expensed and an increase in depreciation expenses.
Total tax expenses
Our total tax credit decreased by 98.37% to (1.34) million in Fiscal 2024 from (82.45) million in Fiscal 2023 primarily due to the decrease in deferred tax credit in several of our SPVs.
EBITDA
Our EBITDA increased by 291.63% to 1,579.83 million in Fiscal 2024 from 403.4 million in Fiscal 2023, primarily due to significant growth in revenue from operations which was also attributable to the acquisitions undertaken by us during the said period as set out in "History and Certain Corporate Matters Acquisition Transactions" beginning on page 334.
Restated Loss for the year
As a result of the foregoing factors, our restated loss for the year decreased by 8.13% to a loss of 1,389.68 million in Fiscal 2024 from a loss of 1,512.68 million in Fiscal 2023.
Liquidity and Capital Resources
Historically, our primary liquidity requirements have been to finance our working capital needs for our operations. We have met these requirements through cash flows from operations, equity infusions from our Promoter and external borrowings. As of June 30, 2025, on a restated consolidated basis, we had 2,800.88 million in cash and cash equivalents, 216.69 million in bank balance other than cash and cash equivalents and 47,779.83 million in borrowings (other than debt securities and lease liabilities).
We believe that, after taking into account the expected cash to be generated from operations, our borrowings and the proceeds from the Issue, we will have sufficient liquidity for our present requirements and anticipated requirements for capital expenditure and working capital for the next 12 months.
Cash Flows based on our Restated Consolidated Financial Information
The table below summarises our cash flows for the period and Fiscals indicated:
(in million)
| Three months ended June 30, | Fiscal | |||
| Particulars | 2025 | 2025 | 2024 | 2023 |
| Net cash from operating activities | 676.64 | 2,054.72 | 1,290.70 | 891.64 |
| Net cash used in investing activities | (3,510.92) | (15,500.77) | (7,924.08) | (4,089.09) |
| Net cash from financing activities | 3,079.29 | 14,267.48 | 7,162.63 | 3,761.96 |
| Net increase in cash and cash equivalents | 245.01 | 821.43 | 529.25 | 564.51 |
Cash Flows from Operating Activities
Three Months Period Ended June 30, 2025
Net cash from operating activities for the three months ended June 30, 2025 was 676.64 million, while our operating cash flow before working capital changes was 908.14 million. The difference was primarily attributable to an increase in other assets of 191.10 million, an increase in other financial assets of 11.80 million, and direct taxes paid (net of refund) of 73.89 million, partially offset by an increase in trade payables of 46.99 million, increases in other liabilities of 34.71 million and provisions of 3.69 million, and an increase in trade receivables of 37.27 million.
Fiscal 2025
Net cash from operating activities for Fiscal 2025 was 2,054.72 million, while our operating cash flow before working capital changes was 2,464.26 million. The difference was primarily attributable to an increase in other assets of 776.34 million, an increase in other financial assets of 62.59 million and a decrease in trade payables of 49.58 million, partially offset by increases in other liabilities of 226.41 million and other financial liabilities of 173.29 million, and refunds received (net of direct taxes paid) of 60.35 million.
Fiscal 2024
Net cash from operating activities for Fiscal 2024 was 1,290.70 million, while our operating cash flow before working capital changes was 1,244.25 million. The difference was primarily attributable to increases in other financial liabilities of 129.10 million, trade payables of 54.08 million, and other liabilities of 39.13 million, partially offset by increases in trade receivables of 95.78 million and other assets of 93.20 million, and direct taxes paid (net of refund) of (26.94) million.
Fiscal 2023
Net cash from operating activities for Fiscal 2023 was 891.64 million, while our operating cash flow before working capital changes was 750.59 million. The difference was primarily attributable to a decrease in trade receivables of 138.71 million and an increase in other financial liabilities of 91.68 million, partially offset by increases in other assets of 37.82 million and direct taxes paid (net of refund) of (51.37) million.
Cash Flow from Investing Activities
Three Months Period Ended June 30, 2025
Our net cash used in investing activities for the three months ended June 30, 2025 was 3,510.92 million, which primarily consisted of purchases of investment properties (including investment properties under development), property, plant and equipment and capital work in progress of 3,341.26 million, purchase of mutual funds of 132.35 million, investment in fixed deposits of 99.48 million, intercorporate loans given of 60.10 million, and loans given to others of 155.50 million. This was partially offset by sale of mutual funds of 162.29 million, proceeds from fixed deposits of 103.43 million, and interest received of 12.20 million.
Fiscal 2025
Our net cash used in investing activities for Fiscal 2025 was 15,500.77 million, which primarily consisted of purchases of investment property under development, property, plant, and equipment and capital work in progress of 14,189.60 million, purchases of investments in subsidiaries (net of cash acquired) of 210.00 million, purchase of mutual funds of 550.42 million, intercorporate loans given of 428.76 million, investment in fixed deposits of 3,941.67 million and loans given to others of 5.49 million, which was partially offset by sale of mutual funds of 639.94 million, proceeds from fixed deposits of 3,147.86 million, and interest received of 37.37 million.
Fiscal 2024
Our net cash used in investing activities for Fiscal 2024 was 7,924.08 million, which primarily consisted of purchases of investment property under development, property, plant, and equipment and capital work in progress of 4,191.37 million, purchases of investments in subsidiaries (net of cash acquired) of 2,616.99 million, and purchase of mutual funds of 586.17 million, investment in fixed deposits of 580.41million which was partially offset by proceeds from fixed deposits of 274.75 million, proceeds from sale of mutual funds of 22.04 million and interest received of 59.03 million.
Fiscal 2023
Our net cash used in investing activities for Fiscal 2023 was 4,089.09 million, which primarily consisted of purchase of investment property, including investment property under development, property, plant and equipment and capital work in progress of 2,932.59 million, purchases of investments in subsidiaries (net of cash acquired) of 725.70 million , investment in OCDs 396.60, investment in fixed deposit 3,059.90 which was partially offset by proceeds from sale of OCDs 168.57 million, proceeds from sale of investment property, property, plant and equipment of 44.50 million, proceeds from fixed deposit 2,763.56 million and interest received of 32.12 million.
Cash Flow from Financing Activities
Three Months Period Ended June 30, 2025
Our net cash from financing activities for the three months ended June 30, 2025 was 3,079.29 million, primarily due to proceeds from borrowings (net of processing fees) of 2,617.33 million and proceeds from issue of equity shares by transferor companies of 2,114.42 million, and proceeds from debentures of 20.00 million, which were partially offset by repayment of borrowings of 656.13 million, interest paid of 1,020.48 million, repayment of intercorporate deposits of 80.00 million, and repayment of lease liabilities of 6.90 million.
Fiscal 2025
Our net cash from financing activities for Fiscal 2025 was 14,267.48 million, primarily due to proceeds from borrowings (net of processing fees) of 16,264.42 million, share application money received pending allotment of 6,270.18 million, and proceeds from issue of equity shares by transferor companies of 4,412.31 million, which was partially offset by repayment of borrowings of 9,261.17 million, interest paid of 2,745.66 million, repayment of loan from others of 1,004.96 million, and repayment of lease liabilities of 23.28 million.
Fiscal 2024
Our net cash from financing activities for Fiscal 2024 was 7,162.63 million, primarily due to proceeds from borrowings (net of processing fees) of 8,043.74 million, share application money received pending allotment of 2,528.69 million, and proceeds from issue of equity shares by transferor companies of 1,824.05 million, which was partially offset by repayment of borrowings of 3,493.45 million, interest paid of 1,795.95 million, repayment of loan from others of 557.85 million, and repayment of lease liabilities of 20.83 million.
Fiscal 2023
Our net cash from financing activities for Fiscal 2023 was 3,761.96 million, primarily due to proceeds from borrowings (net of processing fees) of 6,623.84 million, proceeds from debentures of 1,956.26 million, and proceeds from issue of equity shares by transferor companies of 408.13 million, which was partially offset by repayment of borrowings of 2,412.36 million, redemption of debentures of 1,428.12 million, interest paid of 1,035.83 million, and repayment of loan from others of 441.52 million.
Proforma Financial Information
Our Proforma Financial Information consists of the unaudited proforma balance sheet as of June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, the unaudited proforma statement of profit and loss (including other comprehensive income) and unaudited proforma statement of changes in equity for the three months period ended June 30, 2025 and the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and select explanatory notes. The Proforma Financial Information prepared for this Draft Red Herring Prospectus is presented for illustrative purposes only to illustrate the impact of the Acquisition Transactions as if such transactions had been implemented with effect from April 1, 2022 (i.e., the beginning of the reporting periods covered) or the date of incorporation of the relevant entity, whichever is later. For more information, see
" History and Certain Corporate Matters Acquisition Transactions" beginning on page 334.
Basis of Preparation of our Proforma Financial Information
The Proforma Financial Information for the period ended June 30, 2025 and as of and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 have been prepared by us considering that the Acquisition Transactions are significant for the purpose of the business. The Proforma Financial Information has been prepared specifically for inclusion in this Draft Red
Herring Prospectus. For more details, see Note 2.1 in "Proforma Financial Information" beginning on page 523.
The Proforma Financial Information has been compiled to illustrate the impact of the following acquisitions made by our Company and/or Subsidiaries in the following period/fiscal years:
The Proforma Financial Information has been compiled by management of the Company as follows:
i. to illustrate the impact of the acquisitions of Goodluck Buildtech Private Limited, Jindpur Industrial Park Private
Limited (formerly known as Anant Raj Hotels Private Limited ), Pluto Valencia Business Parks Private Limited (including its subsidiary Panvel Logistics and Warehousing Solutions Private Limited), Talegaon Industrial Parks Private Limited, Juturna Developers Private Limited (including its subsidiaries namely Volumnus Developers Private Limited, Greenbase Industrial Parks Private Limited, Vadakkupattu 2 Industrial Parks Private Limited, Vadakkupattu Industrial Parks Private Limited and Oragadam Industrial & Logistics Private Limited), KCP - 2 Industrial and Logistics Parks Private Limited, KCP-3 Industrial And Logistics Parks Private Limited, Sriperumbudur Industrial And Logistics Private Limited, XSIO Industrial Parks Private Limited and Onirique Builders and Developers Private
Limited (together referred as ‘acquired entities), acquired subsequent to June 30, 2025; and
ii. Everstrat Zenith Private Limited and XSIO Logistics Parks Private Limited (together referred as ‘acquired entities) from April 1, 2025 to till the date of acquisition are included in Proforma Financial Information. Everstrat Zenith Private Limited and XSIO Logistics Parks Private Limited (together referred as ‘acquired entities) are consolidated in the Restated Consolidated Financial Information from the date of their acquisition till June 30, 2025.
b. For the year ended March 31, 2025:
The Proforma Financial Information has been compiled by management of the Company as follows:
i. to illustrate the impact of the acquisitions of Goodluck Buildtech Private Limited, Jindpur Industrial Park Private
Limited (formerly known as Anant Raj Hotels Private Limited ), Pluto Valencia Business Parks Private Limited (including its subsidiary Panvel Logistics and Warehousing Solutions Private Limited), Talegaon Industrial Parks Private Limited, Juturna Developers Private Limited (including its subsidiaries namely Volumnus Developers Private Limited, Greenbase Industrial Parks Private Limited, Vadakkupattu 2 Industrial Parks Private Limited, Vadakkupattu Industrial Parks Private Limited and Oragadam Industrial & Logistics Private Limited), KCP - 2 Industrial and Logistics Parks Private Limited, KCP-3 Industrial And Logistics Parks Private Limited, Sriperumbudur Industrial And Logistics Private Limited, XSIO Industrial Parks Private Limited, Onirique Builders and Developers Private Limited,
XSIO Logistics Parks Private Limited and Everstrat Zenith Private Limited (together referred as ‘acquired entities), acquired subsequent to March 31, 2025; and
ii. ILV Distripark Private Limited (including its subsidiary namely, ILV Distripark (Mappedu) Private Limited), LI
Industrial Parks Private Limited, ILV Distripark (MWC) Private Limited and Bhiwandi Industrial & Logistics Parks Private Limited (together referred as ‘acquired entities) (which were consolidated in the Restated Consolidated
Financial Information as of and for the year ended March 31 2025, from the date of acquisition till March 31, 2025) from April 1, 2024 till the date of acquisition are included in the Proforma Financial Information.
c. For the year ended March 31, 2024:
The Proforma Financial Information has been compiled by management of the Company as follows:
i. to illustrate the impact of the acquisitions of Goodluck Buildtech Private Limited, Jindpur Industrial Park Private
Limited (formerly known as Anant Raj Hotels Private Limited ), Pluto Valencia Business Parks Private Limited (including its subsidiary Panvel Logistics and Warehousing Solutions Private Limited), Talegaon Industrial Parks Private Limited, Juturna Developers Private Limited (including its subsidiaries namely Volumnus Developers Private Limited, Greenbase Industrial Parks Private Limited, Vadakkupattu 2 Industrial Parks Private Limited, Vadakkupattu Industrial Parks Private Limited and Oragadam Industrial & Logistics Private Limited), KCP - 2 Industrial and Logistics Parks Private Limited, KCP-3 Industrial And Logistics Parks Private Limited, Sriperumbudur Industrial And Logistics Private Limited, XSIO Logistics Parks Private Limited, ILV Distripark Private Limited (including its subsidiary ILV Distripark (Mappedu) Private Limited), LI Industrial Parks Private Limited, ILV Distripark (MWC) Private Limited, Bhiwandi Industrial & Logistics Parks Private Limited, Alotronix Warehousing Private Limited and
Kothur Logistics Park Private Limited (together referred as ‘acquired entities), acquired subsequent to March 31,
2024;
ii. FRK II Industrial Park Private Limited (formerly known as Allcargo Multimodal Private Limited), Banamakanahalli
Industrial and Logistics Private Limited and XSIO Warehousing Private Limited (together referred as ‘acquired entities) from April 1, 2023 to till the date of acquisition are included in Proforma Financial Information. FRK II Industrial Park Private Limited (formerly known as Allcargo Multimodal Private Limited), Banamakanahalli Industrial and Logistics Private Limited, Redhills Industrial Park Private Limited (formerly known as Srivatsaa Koduvalli Private
Limited) and XSIO Warehousing Private Limited (together referred as ‘acquired entities) are consolidated in the
Restated Consolidated Financial Information from the date of their acquisition till March 31, 2024; and
iii. Kothur Logistics Park Private Limited was accounted using the equity method for the year ended March 31, 2024.
d. For the year ended March 31, 2023:
The Proforma Financial Information has been compiled by management of the Company as follows:
i. to illustrate the impact of the acquisitions of Goodluck Buildtech Private Limited, Jindpur Industrial Park Private
Limited (formerly known as Anant Raj Hotels Private Limited ), Pluto Valencia Business Parks Private Limited (including its subsidiary Panvel Logistics and Warehousing Solutions Private Limited), Talegaon Industrial Parks Private Limited, Juturna Developers Private Limited (including its subsidiaries namely Volumnus Developers Private Limited, Greenbase Industrial Parks Private Limited, Vadakkupattu 2 Industrial Parks Private Limited, Vadakkupattu Industrial Parks Private Limited and Oragadam Industrial & Logistics Private Limited), KCP - 2 Industrial and Logistics Parks Private Limited, XSIO Logistics Parks Private Limited, ILV Distripark Private Limited (including its subsidiary ILV Distripark (Mappedu) Private Limited), LI Industrial Parks Private Limited, ILV Distripark (MWC) Private Limited, Bhiwandi Industrial & Logistics Parks Private Limited, Kothur Logistics Park Private Limited, XSIO Warehousing Private Limited, Redhills Industrial Park Private Limited (formerly known as Srivatsaa Koduvalli Private
Limited), Banamakanahalli Industrial and Logistics Private Limited, (together referred as ‘acquired entities) and FRK
II Industrial Park Private Limited (formerly known as Allcargo Multimodal Private Limited), acquired subsequent to March 31, 2023;
ii. Venkatapura Logistics & Industrial Parks Private Limited, Vidarbha Cargo Private Limited and Malur Logistics &
Industrial Parks Private Limited (together referred as ‘acquired entities) from April 1, 2022 to till the date of acquisition are included in Proforma Financial Information;
iii. Venkatapura Logistics & Industrial Parks Private Limited, Vertical Logistic Park LLP, Vidarbha Cargo Private
Limited and Malur Logistics & Industrial Parks Private Limited (together referred as ‘acquired entities) are consolidated in the Restated Consolidated Financial Information from the date of their acquisition till March 31, 2023; and
iv. Kothur Logistics Park Private Limited was accounted using the equity method for the year ended March 31, 2023.
The Proforma Financial Information was prepared for the purpose of inclusion in this Draft Red Herring Prospectus in connection with the Issue. The Proforma Financial Information has been compiled using the same accounting policies adopted by the Group. No adjustments related to uniformity of accounting policies in the Proforma Financial Information identified by management while incorporating financial information of these acquired entities. The assumptions and estimates underlying the adjustments to the Proforma Financial Information are described in the Proforma Financial Information. Regroupings are done in the Proforma Financial Information wherever considered necessary.
The Proforma Financial Information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved because of the acquisition. Actual results may differ materially from the results reflected in Proforma Financial Information.
The Proforma Financial Information is not a complete set of financial statements and does not include all disclosures in accordance with the Ind AS prescribed under Section 133 and Schedule III of the Companies Act, as applicable, and is not intended to give true and fair view of the financial position or the financial performance for relevant period/Fiscals, in accordance with Ind AS prescribed under Section 133 of the Companies Act. As a result, the Proforma Financial Information may not be comparable and suitable for any other purpose. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the financial position and performance.
Because of their nature, the Proforma Financial Information addresses a hypothetical situation and, therefore, do not represent our actual consolidated financial information. They purport to indicate the results of operations that would have resulted had the acquisition been completed at the beginning of the period presented or from the date of incorporation, whichever is later, but are not intended to be indicative of expected results or operations in the future periods of the Group. The proforma adjustments are based upon available information and assumptions that the management of the Company believes to be reasonable.
The Proforma Financial Information has not been prepared in accordance with standards and practices acceptable in any other jurisdiction including in the United States of America, and accordingly, should not be relied upon as if it had been carried out in accordance with those standards and practices in any other jurisdiction.
In addition, the rules and regulations related to the preparation of Proforma Financial Information in other jurisdictions may vary significantly from the basis of preparation as set out in paragraphs above to prepare the Proforma Financial Information.
The Restated Consolidated Financial Information has been adjusted in the Proforma Financial Information to give effect to the proforma event that are (1) directly attributable to such acquisition and (2) factually supportable.
The Proforma Financial Information for the year presented has been prepared by combining the certain financial information prepared as per Ind AS more fully described in, and after making the adjustments as detailed in, Note 4 to the "Proforma
Financial Information" beginning on page 523.
Results of Operations based on our Proforma Financial Information
The following table sets forth select financial data from our proforma statement of profit and loss for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of proforma total income for such period and years.
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