Global Economy: Navigating a More Selective Capital Environment
The global economy expanded by 3.5% in CY2025 and is projected at 3.0% in CY2026, reflecting a moderation in growth amid heightened geopolitical tensions and policy uncertainty. The conflict in the Middle East has disrupted energy markets. This disruption increased inflationary pressures and heightened volatility across global financial markets. These factors resulted in a more cautious investment environment.
Within the region, the United Arab Emirates (UAE) economy is expected to moderate in CY 2026 due to geopolitical spillovers. However, its non-oil economy continues to provide resilience economically. The UAE governments large fiscal and external buffers in the form of sovereign wealth fund assets and robust foreign exchange reserves, can ensure recovery in financial stability and policy flexibility.
India: A Structural Growth Engine
Despite global unpredictability and geopolitical unrest, Indias economy demonstrated resilience. Real GDP registered growth at 77%. Domestic economic activity remained resilient during this period. It was driven primarily by private consumption from urban demand, Goods and Services Tax (GST) rate rationalisation and monetary easing. Surging bank credit growth and non-bank financing have backed real economic
Urban India: Driving the Next Phase of Economic Transformation
India continued to strengthen its infrastructure-led development strategy through sustained public investment and capital formation, with a continued focus on expanding urban infrastructure. Supporting this momentum, public capital expenditure increased to ^12.2 lakh crore in FY2026- 27, reinforcing the Governments emphasis on long-term infrastructure creation. This scale-up is driven by a structural shift towards integrated infrastructure planning and longterm capacity creation through major programmes such as PM GatiShakti, PMAY, and urban transit development.
Urban connectivity is expanding rapidly, with annual budgetary support for metro infrastructure increasing to nearly ^29,550 crore in FY2025-26 and the total number of connected cities reaching 26. At the same time, targeted interventions in affordable residential real estate are addressing critical financing gaps through specialised initiatives such as the SWAMIH Fund, with a corpus of ^15,531 crore dedicated to completing stalled mid-income housing projects.
Indias housing and urban development sector is undergoing a decisive phase of transformation. Rapid urbanisation, increasing infrastructure investment and urban redevelopment initiatives are reshaping the real estate landscape. The Government has continued to prioritise affordable housing through PMAY-U 2.0, with an estimated allocation of ^8.77 lakh crore to support one crore additional eligible urban beneficiaries by 2028-29. These initiatives are strengthening the long-term development of Indias urban ecosystem while expanding opportunities across urban infrastructure and residential development.
Reinforcing this momentum, the Government continues to invest in transformative infrastructure initiatives through the National Infrastructure Pipeline (NIP), providing a long-term framework for coordinated development across transport, energy and urban systems. Alongside sustained public investment, increasing participation of institutional capital is supporting infrastructure development by enabling long-term financing for urban projects, accelerating project execution and reducing dependence on public funding.
Nisus Finance has shifted decisively from being a capital manager to emerging as a full-stack urban infrastructure platform.
Alternative Investments: Institutional Capital Reshaping Markets
Alternative investments are increasingly viewed as core portfolio components for portfolio diversification. Global
private markets are approaching US$20 trillion, while private credit continues to expand rapidly due to tighter bank lending standards and the growing demand for customised financing solutions. Assets under management (AUM) are projected to exceed US$2 trillion, supported by robust deal activity, particularly in digital infrastructure.
As institutional participation continues to increase, the industry is witnessing heightened regulatory oversight and greater demand for transparency. At the same time, Basel III risk-weighting requirements, restrictions on financing land acquisition and sectoral exposure limits are widening opportunities for institutional private credit providers. These structural shifts are accelerating the role of alternative capital in financing long-term assets and supporting evolving investment requirements.
The growing focus on urban infrastructure development is expected to support the continued expansion of the Alternative Investment Fund (AIF) market. Infrastructure development encompasses the planning, construction and maintenance of essential physical systems, including transport, energy, water and communication networks. Rising urbanisation is increasing the need for housing, improved transportation and urban infrastructure. In this evolving environment, alternative investment funds facilitate long-term financing by channelling private capital into large-scale infrastructure and urban development projects, accelerating execution while reducing dependence on public funding.
Against this backdrop, Indias Alternative Investment Fund (AIF) industry has scaled to approximately ^15.74 lakh crore in cumulative commitments, with real estate remaining the single largest recipient sector. The introduction of Third-Party Fund Management Services (TPMS) in GIFT City has operationalised a plug-and-play model, enabling fund managers to utilise the existing infrastructure of Fund Management Entities (FMEs) without establishing a full-fledged platform. Regulators have continued to liberalise fund structures while maintaining market stability. At the same time, the impact of the RBIs caps on AIFs raising capital from banks and NBFCs, along with the proposed liberalisation of pension fund investments into AIFs, remain important areas to watch.
Overall, Indias alternative investment industry is undergoing a phase of liberalisation and structural reform, supported by the opening of domestic pools of capital to asset managers. Firms are developing innovative investment vehicles to address evolving investor requirements, while the regulatory framework continues to align with global standards. Whether financing infrastructure projects or supporting urban development, Domestic AIFs and GIFT Funds have become an integral part of Indias capital landscape, with continued regulatory refinement expected to unlock further growth opportunities.
Nisus is Indias only listed AIF manager operating an integrated model spanning fund management, transaction advisory, proprietary capital and construction execution.
Sectoral Tailwinds: Expanding Opportunities Across Urban Infrastructure
The industry continues to be supported by several structural trends that are driving long-term opportunities across alternative investments, urban infrastructure and real estate. Key sectoral tailwinds include:
• Urbanisation and housing demand continue to create long-term opportunities across residential and urban infrastructure development.
• Infrastructure funding requirements are increasing, strengthening the role of private and institutional capital in financing large-scale projects.
• Urban redevelopment is emerging as a significant opportunity, supported by the growing need to revitalise ageing urban assets.
• Dubais resilient residential real estate market,
supported by strong transaction activity, population growth and long-term development initiatives, continues to reinforce investor interest in income-generating and completed residential assets.
• Institutional participation continues to strengthen across alternative investments, supported by regulatory evolution, expanding investor participation and increasing demand for diversified investment solutions.
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Nisus is strategically positioned to capitalise on structural opportunities across urban infrastructure, real estate and cross-border investments through its integrated urban infrastructure platform.
Nisus Finance - Building an Integrated Urban Infrastructure Platform
Nisus Finance Services Co. Limited, incorporated on August 21, 2013, is an urban infrastructure financing and asset management company that has evolved into a full-stack urban infrastructure platform. The Company offers fund and asset management, transaction advisory and proprietary investment services, catering to High-Net-Worth Individuals (HNIs), family offices and institutional investors across the real estate and urban infrastructure sectors.
With an established presence across India, the UAE and Gujarat International Finance Tec-City (GIFT City), the Company has developed an integrated investment platform that enables domestic and cross-border capital deployment through regulated investment structures. By combining investment management, transaction advisory, proprietary capital and on-ground execution capabilities, Nisus has strengthened its ability to create long-term value, thereby, reinforcing urban infrastructure development across its operating markets.
Competitive Advantages that Drive Sustainable Value Creation
| Competitive Advantage | Description |
| Listed AIF Platform | As Indias only listed AIF manager, the Company benefits from enhanced market visibility, broader access to institutional investors and diversified capital sources, supporting sustainable growth in assets under management and long-term value creation. |
| Integrated Investment Platform | The Companys integrated platform integrates fund and asset management, transaction advisory, proprietary capital and construction execution, enabling it to finance, advise, invest in and execute urban infrastructure projects across the investment lifecycle. |
| Diversified Business Model | The Companys four business engines implement recurring fund management fees, transaction advisory income, Non-Banking Financial Company (NBFC) proprietary capital deployment, with on-ground project execution through New Consolidated Construction Company Limited (NCCCL). This diversified structure bolsters the overall platform, minimising reliance on a single revenue stream. |
| Cross-Border Capital Platform | The Companys regulated investment platform facilitates domestic and cross-border capital deployment through entities nationwide, the UAE and GIFT City, enabling accessibility to diversified investment opportunities across multiple jurisdictions. |
| Integrated Execution Capability | The addition of NCCCL strengthened the Companys footprint across the urban infrastructure value chain by complementing its investment and advisory capabilities with construction and EPC execution. |
| Institutional Investment Platform | A disciplined underwriting approach, institutional governance, and regulated investment structures have secured a resilient track record. Nisus has achieved zero capital loss across more than 60 investments over twelve years. These factors have further contributed to investor confidence and built long-term capital deployment. |
Strategic Levers Accelerating Business Growth
| Growth Driver | Description |
| Disciplined IPO Capital Deployment | Expanded platform, augmented sponsor (Prop Book) capital and enabled new licences across India, the UAE and GIFT City. |
| Transformation into a Full-Stack Platform | Nisus extended its business model by acquiring NCCCL. This addition introduces firm construction and Engineering, Procurement and Construction (EPC) capabilities to the Company. These new features substantially complement their existing fund management, transaction advisory and proprietary capital businesses. |
| Balanced Platform- driven Revenue Model | Strengthened the contribution of fund management while maintaining growth in transaction advisory, sustaining a more balanced and recurring fee-based revenue mix. |
| Expansion of Institutional Investment Offerings | Developed Ni-YAM, the GIFT City Feeder Fund and the SM REIT platform to broaden the Companys investment offerings and institutional platform. |
| Disciplined Capital Allocation | Retained dry powder, deferred investments under unfavourable pricing and prioritised disciplined capital deployment during geopolitical uncertainty. |
Integrated Business Portfolio Driving Long-Term Value
Fund and Asset Management
Fund and Asset Management is the Companys core business, focused on raising and managing institutional capital across the real estate and urban infrastructure sectors. The business generates management fees and performance-linked carried interest through Alternative Investment Funds (AIFs), while deploying proprietary capital through its NBFC to invest alongside its own funds, that are in line with the Companys interests and those of its investors.
Business Highlights
• Deployed Assets Under Management (AUM) heightened by 67% to ^2,631 crore, backed by disciplined deployment of IPO capital.
• Sponsor (Prop Book) capital nearly doubled to ^128 crore, thereby, strengthening the Companys conviction- led investment approach.
• Real Estate Special Opportunities Fund - I (RESO-I) and Real Estate Credit Opportunities Fund - I (RECOF-I) maintained target gross Internal Rates of Return (IRRs) of 20-21%, with realised exit IRRs ranging between 16.5% and 23% during FY2025-26.
• Expanded the investment platform through the launch of Ni-YAM, the GIFT City Feeder Fund and the Small and Medium Real Estate Investment Trust (SM REIT) platform, creating a potential incremental AUM runway of over ^4,000 crore.
• Maintained an active investment pipeline exceeding ^3,000 crore across Indian and UAE platforms, supported by firm and reliable Limited Partner (LP) recommitments.
Transaction Advisory
Transaction Advisory is the Companys fee-based segment. It focuses on originating, structuring and executing complex real estate transactions. The business utilises a network of 600+ intermediaries across banks, NBFCs and developers. It contributes to capital raising, investment structuring and financial advisory services. This permits the segment to generate fee income from deal origination and execution omitting assumption of balance-sheet risk.
Business Highlights
• Transaction Advisory revenue heightened to T77.6 crore in FY2025-26 from ^44.9 crore in FY2024-25, demonstrating a four-year Compound Annual Growth Rate (CAGR) of approximately 100%.
• The business consistently operated on an asset-light model, generating advisory fees through transaction origination and execution, eliminating balance-sheet risk.
• The growth of the Fund & Asset Management business resulted in a more balanced revenue mix, with the contribution of Transaction Advisory moderating from 67% in FY2024-25 to 55% in FY2025-26.
Active deal pipeline includes over ^700 crore in India and approximately ^2,000 crore under evaluation in the UAE, thereby, securing FY27 advisory revenue visibility despite West Asia disruptions.
EPC and Construction
The EPC and Construction business comprises NCCCL ,an 80-year-old construction company. Through NCCCL, the Company undertakes EPC projects across the infrastructure sector. The business complements Nisus investment and advisory capabilities through on-ground project execution.
Business Highlights
• Acquired a majority stake in NCCCL, bolstering the Companys footprint in the EPC and construction business.
• Secured new orders of approximately ^313 crore during FY2025-26, supporting future project execution.
• Reduced acquisition debt from ^110 crore to ^38 crore, heightening the capital structure.
• Established a clear IPO pathway as part of the sustainable value generation strategy.
Strengthening the Platform through Execution
Financial Highlights: Translating Execution into Financial Performance
| Standalone | Consolidated | |||
| Particulars | FY26 | FY25 | FY26 | FY25 |
| Revenue | 22.09 | 29.87 | 561.01 | 64.73 |
| Other Income | 22.77 | 6.52 | 13.92 | 2.57 |
| Total Income | 44.86 | 36.39 | 574.92 | 67.30 |
| Cost of Material Consumed | - | - | 138.56 | - |
| Construction Cost | - | - | 199.92 | - |
| Employee Benefits Expense | 7.20 | 4.84 | 53.59 | 10.57 |
| Finance Costs | 0.55 | 0.61 | 25.63 | 1.06 |
| Depreciation and Amortisation Expense | 0.37 | 0.20 | 20.29 | 2.43 |
| Other Expenses | 7.49 | 5.49 | 30.22 | 12.18 |
| Total Expenses | 15.62 | 11.14 | 468.20 | 26.23 |
| Share in Profit/(Loss) of Associate Companies | - | - | 0.32 | 0.34 |
| Exceptional Items | - | - | 3.98 | - |
| Profit Before Tax (PBT) | 29.24 | 25.26 | 103.06 | 41.41 |
| Tax | 2.58 | 5.48 | 19.98 | 8.82 |
| Profit After Tax (PAT) | 26.66 | 19.78 | 83.08 | 32.60 |
| PAT Margin (%) | 59.44% | 54.36% | 14.45% | 48.4% |
Key Financial Developments
• Core business revenue surged by 110% year-on-year (YoY) to ^141 crore in FY2025-26, while consolidated revenue was forecasted at ^575 crore following the consolidation of NCCCL.
• Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA) from the core business hiked by 117% to ^97 crore, with the EBITDA margin improving to 70.5%, reflecting strong operating performance.
• Profit after Tax (PAT) from the core business increased by 108% to ^68 crore, with the PAT margin remaining strong at 48%. Consolidated PAT stood at ^83 crore.
• The Company strengthened its capital structure by reducing acquisition debt from ^110 crore to ^38 crore and lowering the promoter pledge from 23.0% to 18.8%.
• The core business maintained substantial profitability, while the consolidated platform benefited from the turnaround in NCCCL, registering a 4.7x YoY improvement in PAT during its first year under the Companys control.
Nisus Ratios
Pursuant to provisions of Regulation 34 (3) of Securities and Exchange Board of India (SEBI) (LODR) Regulation, 2015, read with
Schedule V part B (1), details of Key Financial Ratios are given hereunder:
| Key Financial Ratio | FY 2026 | FY 2025 | YoY change (%) | Reasons for Changes Greater than 25% |
| Debtors Turnover Ratio | 3.45 | 4.72 | -26.98% | Due to a decrease in turnover and an increase in Trade receivables during the year |
| Debt Service Coverage Ratio | 6.72 | 27.78 | -75.83% | Due to increase in interest and short-term borrowings from INR 93.11 lakhs to INR 443.53 lakhs, which outpaced the increase in EBIT from INR 2,586.93 lakhs to INR 2,978.89 lakhs. |
| Current Ratio | 5.52 | 2701 | -79.55% | Due to a decrease in Current Assets and increase in Current Liabilities |
| Debt-to-Equity (D/E) Ratio | 0.03 | 0.01 | 171.26% | Due to an increase in debt during the year |
| Operating Profit Margin (%) | 132.38% | 84.53% | 56.61% | Due to an increase in profit after tax and decrease in Turnover during the year. The ratio exceeds 100 per cent as other income exceeds revenue from operations, turnover having been taken as revenue from operations only. |
| Net Profit Margin (%) | 120.71% | 66.21% | 82.32% | Due to an increase in profit after tax and decrease in Turnover during the year. The ratio exceeds 100 per cent as other income exceeds revenue from operations, turnover having been taken as revenue from operations only. |
Shift to ‘First-call Private Credit Capital
The private credit industry is transforming from distress-driven to proactively sought ‘first-call capital. This durable opportunity stems from regulatory constraints on banks, including Basel III real estate risk-weighting, RBIs land acquisition financing ban and sectoral exposure caps.
India-UAE Cross-Border Investment Corridor
Surging cross-border capital flows between India and the UAE, propelled by GIFT City and Dubai platforms, are generating opportunities for regulated investment structures.
Urban Infrastructure and Real Estate Development
Sustained infrastructure investment, urbanisation and demand for institutional capital are anticipated
to heighten long-term opportunities across urban infrastructure and real estate financing.
Growing Demand for Regulated Investment Vehicles
Regulatory developments including GIFT City structures, SM REITs and evolving AIF regulations are further predicted to broaden investment opportunities through regulated platforms.
Mumbai Redevelopment Pipeline
Over 16,000 ageing buildings present an estimated addressable market of ^1.3 lakh crore or more. This opportunity sits directly within the Companys structured real estate credit strategy.
Geopolitical Uncertainty
The West Asia disruption during FY2025-26 impacted transaction activity and investment timelines, requiring disciplined capital deployment and deferred investments under evolving market dynamics.
Capital Market Volatility
Equity market volatility and constantly evolving investor sentiment may delay institutional commitments and influence transaction timing across investment platforms.
Regulatory Changes
Ongoing modifications in the Alternative Investment Fund regulatory framework require steady compliance and adaptation across investment products and operating jurisdictions.
Macro-economic Pressures
Inflation, higher crude oil prices, interest rate movements and currency fluctuations may be the key drivers affecting capital flows, investment activity and project execution across operating markets.
Real Estate Market Fluctuations
Alterations in real estate transaction activity and pricing may influence investment deployment, transaction execution and fundraising momentum across India and the UAE.
Outlook
Nisus Finance exemplifies upon strengthening its position as an integrated urban infrastructure financing and asset management platform through disciplined capital deployment, institutional expansion and cross-border investment capabilities. The Company will maintain their upward growth trajectory in leveraging its India, UAE and GIFT City platforms to mobilise capital across real estate, private credit and urban infrastructure opportunities that equally maintain its disciplined underwriting approach. The ideated expansion of Ni-YAM, the GIFT City Feeder Fund and the SM REIT platform is expected to widen the Companys regulated investment offerings and support long-term growth in assets under management.
Management anticipates steady growth opportunities to be fortified by the expanding Alternative Investment Fund industry, heightening institutional demand for private credit and the enhancing India-UAE investment corridor. The Company further aims to foster institutional partnerships, enhance governance and investor reporting and bolster execution capabilities platform-wide. With a disciplined strategy to capital allocation and a diversified business model, the Company remains well positioned to maintain sustainable long-term value while supporting urban infrastructure development across its operating markets.
Risk and Management
Nisus Finance follows a comprehensive, multi-layered approach to risk management across its fund management, lending and advisory businesses. The Companys risk management framework is built on rigorous due diligence, robust and steady governance mechanisms and institution- grade compliance measures for informed decision-making and effecient risk oversight.
Credit and Investment Risk
The Company adopts a disciplined credit appraisal process, prioritising asset-backed lending, substantially within the real estate sector. Each investment opportunity undergoes multiple levels of financial, legal and operational due diligence, while structured instruments such as senior secured, mezzanine and escrow-backed lending are utilised to mitigate downside risks.
Operational and Liquidity Risk
Management of operational risks are accomplished by teams with expertise and well-defined systems for investment monitoring, fund compliance and investor reporting. Liquidity risks are addressed by maintenance of conservative leverage, alignment of asset and liability structures and investment through predominantly closed-ended fund structures to minimise redemption-related pressures.
Regulatory and Compliance Risk
As a SEBI-registered Category II Alternative Investment Fund (AIF) Manager, the Company complies with all applicable regulatory requirements governing its NBFC and AIF businesses. Regular audits, legal reviews and adherence to Know Your Customer (KYC)/Anti-Money Laundering (AML) guidelines support transparency, regulatory compliance and operational integrity.
Risk Governance
Risk oversight is integrated into the Companys investment committee and credit committee framework, where investment opportunities are independently evaluated and exposure limits are monitored. Portfolio-level and entity-level risks are reviewed periodically to facilitate timely identification of risks and take proactive corrective measures.
Human Resource (HR) Development
NiFCO acknowledges its people as a key driver of its continued sustainable growth and institutional development. During FY2025-26, the Company strengthened its workforce potential by establishing a high-performance, collaborative and ownership-driven culture aligned with its long-term vision of emerging as a scaled institutional platform. The Companys workforce expanded to 50 employees, including the establishment of a 15-member Dubai team, to further strengthen its growing operations across India, the UAE and GIFT City. The Company accelerated their leadership development, encourage a merit-driven culture and support continuous learning to build institution-grade capabilities across the organisation.
The Company maintained their objective of an inclusive and performance-oriented workplace through employee engagement initiatives, transparent communication, collaborative working practices and professional development opportunities. Year-round, NiFCO was recognised as a Great Place to Work? for the second consecutive year, underscoring its commitment to strengthening workplace culture, employee engagement and organisational efficiency. The Company made further investments in technology-enabled approaches of working and capability building while maintaining a strong focus on accountability, governance and sustainable workforce development.
Internal Control Systems and Their Adequacy
NiFCO has a comprehensive risk framework that is robust, adaptive and commensurate with the complexity and scale of its operations. These systems ensure the integrity of financial reporting, operational effectiveness, abiding by all applicable regulatory frameworks that are both domestic and international.
The Companys internal control systems are in line with its overall strategic objectives and its regulatory obligations under SEBI (AIF and Listing Regulations), RBI (NBFC guidelines), and the Companies Act. The Audit Committee of the Board plays a proactive role in reviewing and reinforcing the adequacy, alongside operating effectiveness of these controls on a periodic basis.
The companys Internal Audit Department functions independently and reports directly to the Audit Committee. It monitors the design, operation, and compliance of internal control systems across all business verticals and geographies, including fund platforms at GIFT City (India) and Dubai, and NBFC operations under Nisus Fincorp Private Limited. The audit process evaluates controls over accounting systems, fund disbursement and reconciliation, investor reporting, governance compliance, and operational workflows.
Based on observations from the internal audit team, corrective actions are promptly implemented across functional areas. Significant audit findings and remediation actions to the Audit Committee, ensure transparent and reliable oversight.
The Companys internal financial controls encompassing transactional, procedural and system-based controls are subjected to regular validation by internal auditors, statutory auditors and independent consultants. This includes assessment of fund-related capital flows, Net Asset Value (NAV) disclosures, co-investment protocols, fee accounting and risk-adjusted valuation models used in AIF structures.
The internal control environment is further reinforced by clearly defined Standard Operating Procedures (SOPs), centralised policy documentation, an employee code of conduct, and digital access controls to ensure data protection and role clarity. Periodic training and governance reviews embed a culture of accountability and compliance across the organisation.
Based on the internal audits, compliance reviews and oversight by the Audit Committee, the Board believes that the internal
control systems of the Company were adequate and operating effectively as on 31st March, 2026.
During the year under review, no material weaknesses or serious observations regarding the design or operational adequacy of the Companys internal controls has been recorded.
Cautionary Statement
The statements in this Management Discussion and Analysis (MD&A) report describing the Companys objectives, projections, outlook, expectations, estimates or other forwardlooking statements are based on the current environment, business plans, and assumptions made by the Company and are subject to uncertainties and changing circumstances.
Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to differ materially from those expressed or implied. These risks include, but are not limited to, changes in regulatory environments, economic conditions, market developments, geopolitical factors and the performance of the financial services and real estate sectors —both in India and internationally. While the Company believes the expectations reflected in these forward-looking statements are reasonable, it makes no representation or warranty (expressed or implied) as to the accuracy or completeness of such statements. The Company undertakes no obligation for revisions or updates to any forward-looking statements as a result of future events or developments, unless required by applicable law.
The analysis presented in this MD&A relates to the performance of Nisus Finance Services Co. Ltd. for the financial year ended 31st March, 2026. (i.e., for the period 1st April, 2025 to 31st March, 2026), and should be read in conjunction with the audited financial statements and other disclosures forming part of this Annual Report.
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