Knowledge Realty Trust Auditor Reports

X. ANNEXURES

FINANCIAL INFORMATION OF THE KNOWLEDGE REALTY TRUST

INDEPENDENT AUDITORS REPORT ON SPECIAL PURPOSE COMBINED FINANCIAL STATEMENTS OF KNOWLEDGE REALTY TRUST

To

The Board of Directors,

Knowledge Realty Office Management Services Private Limited (formerly known as Trinity Office

Management Services Private Limited) (the "Manager") in its capacity as the Manager of

Knowledge Realty Trust (the "Trust")

One International Center, 14th Floor, Tower-1,

Plot No 612-613, Senapati Bapat Marg,

Elphinstone Road, Delisle Road,

Mumbai 400013.

Opinion

We have audited the attached special purpose combined financial statements of Knowledge Realty Trust (hereinafter referred to as the "Trust"), its asset special purpose vehicle entities (as listed in Part A of Annexure 1) (collectively the "Asset SPVs" or "SPVs") and its Investment Entities (as listed in part B of Annexure 1) (the Trust, SPVs except joint venture as listed in Part A of Annexure 1 and Investment Entities together referred to as "the Group") (the SPVs and Investment Entities together referred to as "components") which comprises of the Combined Balance Sheet as at September 30, 2024, March 31, 2024, March 31, 2023 and March 31 2022; the Combined Statement of Profit and Loss (including other comprehensive income); the Combined Statement of Changes in Equity; the Combined Cash Flow Statement for the six months ended September 30, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31 2022, the Statement of Net Assets at Fair Value as at September 30, 2024, the Statement of Total Return at Fair Value for the six months ended September 30, 2024 and for the year ended March 31, 2024 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 (the "REIT Regulations"), as amended from time to time and Securities and Exchange Board of India (SEBI) circular number CIR/IMD/DF/141/2016 dated December 26, 2016 (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 separate financial statements and on the other financial information of the components, 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 and the joint venture as at September 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, its profit/(loss) (including other comprehensive income), its changes in equity and its cash flows for the six months ended September 30, 2024 and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022, its combined net assets at fair value as at September 30, 2024 and its combined total returns at fair value for the six months ended September 30, 2024 and for the year ended March 31, 2024.

Basis for Opinion

We conducted our audit of the Special Purpose Combined Financial Statements in accordance with the Standards on Auditing (SAs), and other pronouncements issued by the Institute of Chartered Accountants of India (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 and joint venture 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 draft offer document, 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, changes in equity, net assets at fair value and total returns at fair value of the Group and joint venture in accordance with the basis of preparation as set out in Note 2 to the Special Purpose Combined Financial Statements.

The respective Board of Directors of the components are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of their respective component 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 respective Board of Directors of the components are responsible for assessing the ability of their respective component 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 respective Board of Directors of the components are also responsible for overseeing the respective component 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 components or business activities within the Group and the joint venture 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 components included in the Special Purpose Combined Financial Statements of which we are the independent auditors. For the other entities 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 18 components, whose financial statements reflects total assets of Rs. 63,217.75 million as at September 30, 2024, total revenues of Rs. 4,534.95 million and net cash outflows of Rs. 359.47 million for the six months ended September 30, 2024 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 is based solely on the reports of such other auditors.

We did not audit the financial statements of 19 components, whose financial statements reflects total assets of Rs. 91,181.17 million as at March 31, 2024, total revenues of Rs. 10,578.89 million and net cash inflows of Rs. 192.65 million for the year ended March 31, 2024 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 is based solely on the reports of such other auditors.

We did not audit the financial statements of 28 components, whose financial statements reflects total assets of Rs. 1,89,108.31 million as at March 31, 2023, total revenues of Rs. 23,127.35 million and net cash inflows of Rs. 184.10 million for the year ended March 31, 2023 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 is based solely on the reports of such other auditors.

We did not audit the financial statements of 27 components, whose financial statements reflects total assets of Rs. 1,85,743.18 million as at March 31, 2022, total revenues of Rs. 20,208.58 million and net cash inflows of Rs. 563.94 million for the year ended March 31, 2022 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. The Special Purpose Combined Financial Statements also include the Groups share of net loss of Rs. 1.40 million for the year ended March 31, 2022, as considered in the Special Purpose Combined Financial Statements, in respect of a joint venture, whose financial statements have been audited by other auditor and whose report has 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 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/financial information and the other financial information of the components, 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 Combined Balance Sheets, the Combined Statements of Profit and Loss (including other comprehensive income), the Combined Cash Flow Statements and Combined Statements of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Special Purpose Combined Financial Statements;

(c) In our opinion, the aforesaid Special Purpose Combined Financial Statements comply with the basis of preparation as stated in Note 2 to the Special Purpose Combined Financial Statements.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Abhishek Agarwal

Partner

Membership Number: 112773

UDIN: 25112773BMSBQW4008

Mumbai

February 26, 2025

Annexure 1

Part A: List of Asset SPVs

Sl. No. Name of the Entity

1. Devbhumi Realtors Private Limited (‘DRPL)

2. Worldwide Realcon Private Limited

3. Darshita Infrastructure Private Limited

4. Sattva Knowledge Centre Private Limited (formerly known as Jaganmayi Realtors Private Limited)

5. One BKC Realtors Private Limited

6. One World Center Private Limited

7. One International Center Private Limited

8. Prima Bay Private Limited

9. Cessna Garden Developers Private Limited

10. Exora Business Park Private Limited (formerly known as Pluto Cessna Business Parks Private Limited)

11. Mindcomp Regency Park Private Limited (refer Note 63 III (c))

12. GV Techparks Private Limited (refer Note 63 III (c))

13. Softzone Tech Park Limited (refer Note 63 III (b))

14. Salarpuria Builders Private Limited (refer Note 63 III (b))

15. Darshita Hi-Rise Private Limited

16. Pluto Business Parks Private Limited

17. Sattva Horizon Private Limited (formerly known as Siddeshwari Griha Nirman Private Limited)

18. Darshita Edifice Private Limited (formerly known as Darshita Edifice LLP) (refer Note 62A (iv))

19. Jaganmayi Real Estates Private Limited

20. Debonair Realtors Private Limited

21. Salarpuria Developers Private Limited

22. Darshita Housing Private Limited

23. Kosmo One Business Park Private Limited

24. One Qube Realtors Private Limited

25. Pluto Atriza Business Parks Private Limited

26. Shirasa Regency Park Private Limited

27. One BKC Solar Energy Private Limited

28. Prima Bay Solar Energy Private Limited

29. NABS Data Zone Private Limited

30. Moonlike Construction Private Limited (‘MCPL or ‘Joint Venture)^

31. Harkeshwar Realtors Private Limited

32. Quadro Info Technologies Private Limited

33. Salarpuria Griha Nirman Private Limited

^ DRPL holds 49% shareholding in MCPL, with the balance 51% shareholding being held by other joint venturers. Accordingly, DRPLs investment in MCPL, its joint venture, has been accounted using equity method in the Special Purpose Combined Financial Statements.

Part B: List of Investment Entities

Sl. No. Name of the Entity

1. Pluto Solista Business Parks Private Limited

2. BSP Office Management Services Private Limited

3. Sattva Properties Management Private Limited

4. Sattva Infra Management Private Limited

Knowledge Realty Trust