Property Share Investment Trust- Propshare Titania Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our Special Purpose Combined Financial Statements for the financial years ended March 31, 2025, 2024 and 2023, and the schedules and notes thereto, which appear elsewhere in this Key Information of the Scheme. The Special Purpose Combined Financial Statements have been prepared in accordance with the Guidance Note on Combined and Carve Out Financial Statements, Guidance note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India (the "ICAI") (the "Guidance Notes "), to the extent not inconsistent with REIT Regulations, REIT Master Circular and SEBI Guidelines, as amended and using the recognition and measurement principles of Indian Accounting Standards as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 (as amended) prescribed under Section 133 of the Companies Act, 2013 ("Ind AS") read with the REIT Regulations, notes mentioned below and accounting policies described in the Special Purpose Combined Financial Statements.

Ind AS differs in certain respects from US GAAP and IFRS. Accordingly, the degree to which our Special Purpose Combined Financial Statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level offamiliarity with Ind AS. Further, the Special Purpose Combined Financial Statements are special purpose financial statements and have been prepared by the Property Share Investment Trust and the Investment Manager (on behalf of the PropShare Titania) to meet the requirements of the REIT Regulations and for inclusion in this Key Information of the Scheme. As a result, the Special Purpose Combined Financial Statements may not be suitable for any other purpose.

We have included certain non-GAAP financial measures and other performance indicators relating to our financial performance and business in this Key Information of the Scheme, each ofwhich are supplemental measures of our performance and liquidity and are not required by, or presented in accordance with the Ind AS, Indian GAAP, IFRS or U.S. GAAP. Such measures and indicators are not defined under Ind AS, Indian GAAP, IFRS or U.S. GAAP, and therefore, should not be viewed as substitutes for performance, liquidity or profitability measures under Ind AS, Indian GAAP, IFRS or U.S. GAAP. In addition, such measures and indicators are not standardized terms, and a direct comparison of these measures and indicators between companies/REITs may not be possible. Other companies/REITs may calculate these measures and indicators differently from us, limiting their usefulness as a comparative measure.

References herein to "we", "our" and "us" are to PropShare Titania together with our Titania SPV, as the context requires.

Industry, macro-economic and market data and all industry-related statements in this section have been extractedfrom the JLL Report, and the Valuation Report, as the case may be, commissioned and paid for by us or the Investment Manager on our behalf. The JLL Report has been prepared and issued by JLL for the purpose of understanding the industry in which we operate exclusively in connection with the Issue. For further details, see "Industry Overview" from page 63 to 120 and "Presentation of Financial Data and Other Information - Valuation Data" on page 20. For further details and risks in relation to commissioned reports, see "Risk Factors - This Key Information of the Scheme contains information from the JLL Report, the Technical Due Diligence Report and the Valuation Report which the Investment Manager has commissioned on our behalf" on page 45 and "Risk Factors - The Valuation Report obtained for Project Titania is only indicative in nature as it is based on various assumptions and may not be representative of the true value of our assets" on page 44.

The discussion below may contain forward-looking statements and reflects our current views with respect to future events and financial performance, which are subject to numerous risks and uncertainties. Such statements are subject to risks and uncertainties which could cause actual results to differ materially from those anticipated in these forward-looking statements. As such, you should also read "Risk Factors" and "Forward Looking Statements" from page 41 to 54 and from 21 to 22, respectively, which discuss a number of factors and contingencies that could affect our financial condition and results of operations.

Unless otherwise specified, in this section, (i) references to area or square footage of the Project Titania is to leasable area as of March 31, 2025; and (ii) all operational data of our portfolio is presented as of March 31, 2025.

Unless the context requires otherwise or otherwise stated, the financial information used in this section is derived from our "Financial Information of PropShare Titania" on Annexure 1. For purposes of this section, unless the context requires otherwise, references to "FY2025 ", "FY2024 " and "FY2023 " are to the financial year ended March 31 of the relevant year.

Overview

PropShare Titania is the second scheme launched by Property Share Investment Trust, Indias first small and medium real estate investment trust registered with the Securities and Exchange Board of India. PropShare Titania offers investors an opportunity to invest in various office premises across six floors of G Corp Tech Park, a Grade A+ commercial office building, located in Thane, Mumbai Metropolitan Region. PropShare Titania has a leasable area of 4,37,973 sf. PropShare Titania is fully leased to a mix of Fortune 500 companies, multinational companies ("MNCs") and bluechip tenants, including Aditya Birla Capital (including its subsidiaries and group companies) - an Indian MNC conglomerate operating in the BFSI sector ("Aditya Birla Capital"), Convergys India Services Private Limited (acquired by Concentrix) ("Concentrix"), a Fortune 500 Healthcare Company and a Japanese MNC Conglomerate. (Source: JLL Report) Further, according to the JLL Report, Thane, MMR with

its strategic location and connectivity, competitive office rentals and quality standard of living has evolved to become a key office destination. (Source: JLL Report)

PropShare Titania offers a projected distribution yield of 9.0% for the financial year 2026, 9.0% for the financial year 2027, 9.0% for the financial year 2028, and 8.7% for the financial year 2029. For further details on the projected distribution yield and assumptions, please refer to "Projections" at Annexure 2. Further, the projected distribution yield is based on the assumptions and estimates as deemed appropriate and reasonable by the Investment Manager at the date of the Projections and has been adopted by the board of directors of the Investment Manager on July 07, 2025 and certified by the Auditors. For details on the risks relating to distribution, please see the section titled "Risk Factors - The Investment Manager may not be able to execute our growth strategy successfully resulting in inability to offer projected yields " on page 46.

Key Operating Metrics (as on March 31, 2025)

	Leasable Area (sf)	No. of Occupiers (#)(?(2)	Occupancy (%)	In-place rent as on March 31, 2025 (Rs/sf/month)	Security Deposit (Rs millions)	WALE(3) (years)
Commercial Office
Project Titania (proposed to be purchased through acquisition of Titania SPV)
Fifth Floor (Part)	61,856	6	100%	73.5	26.0	3.0
Seventh Floor	74,175	4	100%	75.5	29.1	4.3
Ninth Floor	78,506	2	100%	72.6	34.2	4.2
Eleventh Floor	74,287	2	100%	74.4	27.4	4.2
Twelfth Floor	73,145	1	100%	75.4	27.2	0.7
Thirteenth Floor	76,004	1	100%	77.2	31.9	2.8
Total/Wtd. Avg.	4,37,973	16	100%	74.8	175.8	3.2

The leased area of the six floors has sixteen leave and license agreements ("L&Ls "), entered into with eleven tenants. Units 701-703 and 1103 have been occupied by Concentrix as part of the same L&L. However, since they are on separate floors, they have been considered as two separate occupiers on their respective floors.

Two subsidiaries of Aditya Birla Capital have signed a single L&L agreement for 703 & 703A. They have been considered as separate occupiers. WALE: Weighted Average Lease Expiry

Our Competitive Strengths

We believe PropShare Titania has the following competitive strengths:

1. Project Titania, which is part of the G Corp Tech Park, is a Grade A+ campus style development, with LEED Platinum (O&M), WELL Health & Safety and BEE 5-star certifications.

2. Sound business model with embedded rental growth, stable cash flows and mark-to-market opportunity.

3. 100% occupancy by a diversified underlying tenant portfolio comprising of Fortune 500 companies, MNCs and blue- chip tenants including Aditya Birla Capital and Concentrix.

4. Low vacancy and projected 5-year rent CAGR of 5.6% from CY2024 in Thane, MMR for Grade A+ commercial assets. (Source: JLL Report).

5. ~300 meters from the metro station providing access to the upcoming Kasarvadavali station on the upcoming metro line 4 connecting Wadala, to Gaimukh, Thane, MMR. (Source: JLL Report).

6. Experienced investment and asset management team with oversight and strong corporate governance through an experienced Board and marquee investors.

Business and Growth Strategies

We will endeavour to provide regular and stable income to Titania Unitholders through regular distributions through active

asset management of the underlying property. For further details please refer to "Our Business and Property- Business and

Growth Strategies" from page 32 to 33.

Factors affecting our Results of Operations

Our results of operations and financial condition are affected by a number of important factors including:

(1) The performance of the commercial real estate market in India, particularly in Thane, MMR where Project Titania is located.

We derive our revenue primarily from the leasing of office space and incidental activities. Set forth below are details of our revenue from lease, in absolute terms and as a percentage of our revenue from operations, for the years indicated:

Particulars	Year ended March 31,
	2025		2024		2023
	(t in millions)	% of revenue from operations	(t in millions)	% of revenue from operations	(t in millions)	% of revenue from operations
Revenue from lease rentals	345.96	87.56%	299.25	88.07%	271.75	88.71%

Project Titania is located in Thane, MMR. Accordingly, we depend on the performance of the commercial real estate market in India, and more specifically in the MMR. The commercial real estate market depends upon various factors beyond our control such as economic and other market conditions, demographic trends, employment levels, availability of financing, prevailing interest rates, competition, bargaining power of tenants, operating costs, government regulations and policies and market sentiment.

In particular, our entire revenue from operations is derived from the Titania SPV which owns Project Titania in G Corp Tech Park, accounting for 100% of our revenue from operations for FY 2025, FY2024, and FY2023, respectively. Accordingly, the growth of the real estate markets in MMR has largely driven the growth in our revenues. In 2024, the Mumbai office market witnessed exceptional leasing activity, totaling 10.26 msf and setting a new record, according to the JLL Report. Any increase or decrease in demand for office space and rental trends in MMR may in turn result in an increase or decrease (as the case may be) in our revenue from operations from lease rentals. For further details, please see "Industry Overview" from page 63 to 120.

Within MMR, our business also significantly depends on the performance of the Thane sub-market where the Project Titania is located. As per JLL report, Grade A+ projects in Thane, MMR, are expected to have a low vacancy and a rent CAGR of 5.6% over the next 5 years. As of CY2024, Thane, MMR has a low Grade A+ vacancy of only 2.4% and only 1.9 msf of new Grade A+ supply is expected to be available in the market till CY2027 (compared to 16.3 mn square feet across MMR), thus, further improving the likelihood of rent growth, according to the JLL Report. Accordingly, any factors impacting the real estate and leasing market in Thane, MMR, can have a material impact on our results of operations.

(2) Industry sectors and performance of our tenants

Our business depends on the performance of our tenants, particularly Aditya Birla Capital (its subsidiaries and group companies), which is the largest tenant in our portfolio. Accordingly, any macroeconomic conditions affecting them or the BFSI Industry in general, may have an impact on the demand for office space and our revenue from operations. Additionally, global economic conditions may also affect our results of operations since several of our tenants are multinational companies. Global factors impacting their respective businesses may impact their ability to service their lease agreements or expand the office space that they have leased in Project Titania, thereby affecting our revenues.

Our business also depends on the performance of the industry sectors of our tenants which predominantly operate in the BFSI, technology and healthcare & lifesciences sectors. As a result of our significant Gross Rentals contribution from tenants in the BFSI and technology sectors, our revenue from operations generated from lease rentals may be positively or negatively impacted by the business conditions of our tenants in these sectors. During CY2024, BFSI firms held the highest share of the leasable area (64%) of occupier demand in Thane, MMR, according to the JLL Report. However, any adverse developments affecting the industries in which our tenants operate may adversely affect their demand for office space. Our tenants businesses may be affected by global, macroeconomic or domestic factors beyond our control, which may result in a decrease in demand for office space and leases, or cause them to re-evaluate the renewal of leases, and negative economic conditions may result in them terminating leases earlier than expected, any of which may adversely affect our lease rentals.

(3) Occupancy rates and lease expiries

The success of our business depends on our ability to maintain high occupancy in our SM REIT Asset. Project Titania had an Occupancy of 100% as of March 31, 2025. Occupancy rates depend on several factors including the attractiveness of the markets and submarket in which Project Titania is located, rents relative to competing properties, the supply of and demand for comparable properties, the range of facilities and amenities offered, the ability to minimize the intervals between lease expiries (or terminations) and the ability to enter into new leave and license agreements (including units where leave and license agreements are expiring).

We typically enter into long-term leave and license agreements with our tenants, which provide us with a steady source of rental income. All the leave and license agreements for our SM REIT Asset are for a period of 5 years, which provides visibility on the growth of our future cash flows.

Further, a number of our tenants have been in occupation the Project Titania for long durations. Accordingly, the termination, re-leasing or renewal of one or more large leases may have a disproportionate impact on rental rates in a given period. Any inability to re-lease such vacant space at competitive rentals upon the exit of these tenants with large leases could also result in a decrease in our revenue. The table below sets out our Occupancy and WALE as of the dates indicated.

Particulars	Occupancy as of March 31, 2025	WALE as on March 31, 2025
Project Titania	100%	3.2
Total	100%	3.2

We adopt a dynamic asset management and leasing strategy which primarily be focused on tenant retention. As part of our leasing strategy, we also engage with our tenants to understand their growth plans and requirements and adapt our leasing strategy accordingly. Further, in case of leasing to new tenants, we aim to focus on proactively reaching out to international property consultants, local brokers and the Investment Managers existing tenant relationships. However, in the event our tenant engagement initiatives and leasing strategies are unsuccessful or are discontinued for any reason, and tenants do not renew leave and license agreements or terminate earlier than expected with the contracted notice period, generally ranging from three to six months, it may take time to find new tenants which can lead to periods where we have vacant areas that do not generate lease rentals and in turn, can adversely impact our results of operations.

(4) Rental rates and escalations

Our revenue from operations is primarily comprised of revenue from lease rentals and income from maintenance services that we provide to our tenants and consequently rental rates at Project Titania will significantly affect our results of operations. Further, set forth below are details of our revenue from lease rentals, in absolute terms and as a percentage of our revenue from operations, for the years indicated:

Particulars	Year ended March 31,
	2025		2024		2023
	(Rs in millions)	% of revenue from operations	(Rs in millions)	% of revenue from operations	(Rs in millions)	% of revenue from operations
Revenue from lease rentals	345.96	87.56%	299.25	88.07%	271.75	88.71%
Maintenance services	49.13	12.44%	40.55	11.93%	34.60	11.29%

Accordingly, our revenue from operations is directly affected by the lease rental rates and the rates of our common area maintenance ("CAM") services. Lease rental rates are affected by various factors, including the location, connectivity, quality and upkeep and maintenance of the asset, sustainability measures, prevailing economic, income and demographic conditions in the submarket, changes in the market rental rates and competing projects and assets in the vicinity, changes in governmental policies, demand and supply dynamics in the sub-market, range of amenities and facilities and our continued ability to maintain the assets and provide services that meet the requirements of existing and prospective tenants. Additionally, any inability to charge our tenants fees for our CAM services at acceptable rates may also have an adverse impact on our revenues and profitability.

Further, our existing leave and license agreements typically have built-in rent escalations, which has led to growth in our revenues historically and we expect it to continue to generate stable and predictable growth in our revenue from operations. All our leave and license agreements have a built-in escalation of 5% every year. The contractual escalations provide stable cash flow growth and a natural hedge against inflation. Project Titania had an occupancy of 100.0% as of March 31, 2025, and we believe that we are well-positioned to achieve organic growth through a combination of contractual rent escalations and re-leasing at market rents. The expiry profile of PropShare Titanias existing contractual arrangements are well-staggered as 61.7% of the L&Ls (by total gross income) of Project Titania will expire after FY28. Conversely, 38.3% of the L&Ls which are expected to expire by FY28 have an embedded mark-to-market potential. This presents us with a rental growth opportunity through re-leasing at higher rentals, which can increase our revenue. Further, our asset has large tenants occupying multiple floors in the same building for long durations. Accordingly, the re-lease or renewal of one or more large leases may have a disproportionate impact on rental rates in a given period.

(5) Our total expenses, including operating and maintenance expenses.

Our total expenses consist of (a) operating and maintenance expenses, (b) employee benefits expense, and (c) other expenses. Set forth below are details of total expenses, in absolute terms and as a percentage of revenue from operations, for the years indicated:

Particulars	Year ended March 31,
	2025		2024		2023
	(Rs in millions)	% of revenue from operations	(Rs in millions)	% of revenue from operations	(Rs in millions)	% of revenue from operations
Total expenses	66.38	16.80%	60.82	17.90%	50.08	16.35%

As such, our profitability is subject to our ability to monitor our expenses. Our expenses may be affected by various factors, including those beyond our control, such as asset occupancy levels, fuel prices, general cost

inflation, increase in the prices of raw materials and the costs of other operating consumables, periodic renovation, refurbishment and other costs related to re-leasing. We also provide CAM services to tenants in our SM REIT Asset where we derive income from the provision of such services. Any cost increases which we are not able to pass on to our tenants could impact our ability to control our expenses discussed above, which in turn may adversely affect our profitability, margins and cash flows. Circumstances such as a decline in market rent or pre-term leave and license cancelation may cause revenue to decrease, although the expenses of owning and operating a property may not decline in line with the decrease in revenue. While certain expenses may vary with occupancy, fixed expenses such as those relating to general maintenance, housekeeping, equipment upkeep, manpower and security services may not decline even if a property is not fully occupied.

Additionally, as our SM REIT Asset ages, the costs of maintenance increases, and without significant expenditure on refurbishment, the gross asset value could decline. The quality and design of our SM REIT Asset have a direct influence over the demand for space in, and the rental rates of, our SM REIT Asset. As such, we may be required to maintain our asset more frequently to preserve its status as a Grade A+ asset, as per JLL Report, which could increase our operating and maintenance expenses.

(6) Cost of financing

Our finance cost, primarily comprised of interest expense on term loan from bank and debentures as well as on the security deposit collected from the tenants. Set forth below are details of finance cost, in absolute terms and as a percentage of total income, for the years indicated:

Particulars	Year ended March 31,
	2025		2024		2023
	(Rs in millions)	% of revenue from operations	(Rs in millions)	% of revenue from operations	(Rs in millions)	% of revenue from operations
Finance Costs	161.15	40.79%	177.26	52.17%	174.75	57.04%

The Investment Manager, on behalf of PropShare Titania, intends to extinguish the debt liability of the Titania SPV upon listing of Titania Units by PropShare Titania. For further details please refer to "FinancialIndebtedness" from page 147 to 149 and "Use of Proceeds" from page 153 to 160.

(7) Government regulations and policies including taxes and duties

The real estate sector in India is highly regulated and there are a number of laws and regulations that apply to our business. Accordingly, we may have to devote a significant amount of time and resources to comply with the numerous laws and regulations that apply to our business. Regulations applicable to our business include those related to road access, necessary community facilities, open spaces or green cover, water supply, sewage disposal systems, electricity supply, statutory compliances, tax laws including rules and legislations pertaining to the levy of income tax, property tax, stamp duty and GST. Our Titania SPV is also required to ensure compliance with the Companies Act, 2013. Our business is also subject to employment laws pertaining to payment of remuneration, bonus, gratuity, pension and provision of other benefits to employees. For further details, see "Regulations and Policies" on page 164 to 167. We are also required to comply with the REIT Regulations, which oversee the setup, operations and governance of small and medium REITs in India as well as provisions of the applicable foreign exchange laws. We strive to continuously maintain compliance with these regulations and incur various costs in the process, including fees to government authorities, fees to lawyers and consultants, property tax and other taxes and duties. Any changes in property tax may also affect our results from operations.

Further, set forth below are details of our rates and taxes (including property taxes), in absolute terms and as a percentage of revenue from operations, for the years indicated:

Particulars	Year ended March 31,
	2025		2024		2023
	(Rs in millions)	% of revenue from operations	(Rs in millions)	% of revenue from operations	(Rs in millions)	% of revenue from operations
Rates & taxes (including Property tax)	7.34	1.86%	7.53	2.22%	7.01	2.29%

(8) Competition

Project Titania located in competitive market primarily in Thane, MMR and competition in this market is based primarily on the availability of Grade-A office. The principle means of are rental rates charged, building quality, reputation of the developer, access to parking, and levels of services provided to tenants, among others.

Competition from other developers in India, primarily in Thane, MMR may adversely affect our ability to lease Project Titania, and continued development by other market participants could result in saturation or oversupply

of the real estate market which could adversely impact our revenues from commercial operations. See

"Industry Overview" from page 63 to 120.

Basis of preparation of the Special Purpose Combined Financial Statements

The Special Purpose Combined Financial Statements comprise the Special Purpose Combined Balance Sheet as at March 31, 2025, March 31, 2024 and March 31, 2023; the Special Purpose Combined Statement of Profit and Loss (including other comprehensive income), the Special Purpose Combined Statement of Cash Flows, the Special Purpose Combined Statement of Changes in Equity for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, the Statement of Net Assets at Fair Value as at March 31, 2025, the Statement of Total Returns at Fair Value for the year ended March 31, 2025 and March 31, 2024, and a summary of material accounting policies and other explanatory information with other additional disclosures. The Special Purpose Combined Financial Statements have been prepared in accordance with the Guidance Note on Combined and Carve Out Financial Statements, Guidance note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India (the "ICAi") (the "Guidance Notes"), to the extent not inconsistent with SEBI REIT Regulations, REIT Master Circular, SEBI Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64 relating to Disclosure of financial information in offer document for REITs dated May 07, 2025 and SEBI Guidelines, as amended and using the recognition and measurement principles of Indian Accounting Standards as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 (as amended) prescribed under Section 133 of the Companies Act, 2013 ("Ind AS") read with the REIT Regulations, notes mentioned below and accounting policies described in the Special Purpose Combined Financial Statements.

The Special Purpose Combined Financial Statements are special purpose financial statements and have been prepared by the Investment Manager to meet the requirements the REIT Regulations and for inclusion in the offer document(s) prepared by the Investment Manager in connection with the proposed initial public issue of units of PropShare Titania. As a result, the Special Purpose Combined Financial Statements may not be suitable for any other purpose. Further, the Special Purpose Combined Financial Statements do not comply with all the presentation and disclosure requirements of Division II of Schedule III notified under the Companies Act, 2013 (as amended). Specific attention is drawn to the following aspects:

• In preparing these Special Purpose Combined Financial Statements, "Capital" represent shareholders investment in the Titania SPV.

• As on date of the Special Purpose Combined Financial Statements, PropShare Titania has not issued any units and hence, the earnings per unit could not been computed.

Since PropShare Titania was newly set up on February 21, 2025, and has been in existence for a period lesser than three completed financial years, and the historical financial statements of PropShare Titania are not available for the entire portion of the reporting period, the Special Purpose Combined Financial Statements have been prepared in respect of periods where such historical financial statements were not available. Further, the Special Purpose Combined Financial Statements are prepared based on an assumption that the assets and the Titania SPV (except for the carved-out assets constituting three floors with a total area of 1,70,183 sf, which do not form a part of PropShare Titania Scheme) were a part of PropShare Titania for such period when PropShare Titania was not in existence. Accordingly, the Titania SPV financial statements have been combined for the period presented. The Special Purpose Combined Financial Statements are presented as if the SM REIT assets were a part of a single group since the first day of the reporting period for which the financial information is presented.

Summary of Material Accounting Policies and Estimates

Set forth below is a summary of our material accounting policies and estimates used in the preparation of our Special Purpose Combined Financial Statements.

Material Accounting Policies

Revenue from lease rentals

Leases in which PropShare Titania does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the leasing term. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income.

Revenue from contracts with customers

Revenue is recognized upon transfer of control of promised goods or services to a customer at an amount that reflects the consideration PropShare Titania expects to receive in exchange for those goods or services.

Revenue is measured at the amount of transaction price. This involves, inter alia, discounting of the consideration due to the present value if payment extends beyond normal credit terms. Revenue is recognized when recovery of the consideration is probable, and the amount of revenue can be measured reliably.

Revenue from contract with customers majorly include income from maintenance services. Revenue is recognized as and when the services are rendered based on the terms of the contracts. PropShare Titania collects goods and service tax on behalf of the government and therefore, it is not an economic benefit flowing to PropShare Titania. Hence, it is excluded from revenue. PropShare Titania raises invoices as per the terms of the contract, upon which the payment is due to be made by the customers. If the consideration in a contract includes a variable amount (like volume rebates/incentives, cash discounts etc.), PropShare Titania estimates the amount of consideration to which it will be entitled in exchange for rendering the services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved. The estimate of variable consideration for expected future volume rebates/incentives, cash discounts etc. are made on the most likely amount method. Revenue is disclosed net of such amounts.

Use of judgments and estimates

In the application of PropShare Titanias accounting policies, the management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The areas involving critical estimates or judgments are:

• Determining fair value of investment property, including impairment assessment of investment property and goodwill. The determination of the fair value of investment property requires the use of estimates such as future cash flows from the assets (such as market rent, rent growth rate, market lease tenure, market escalations, maintenance income prevailing in the market etc.) and discount rates applicable to those assets. These estimates are based on local market conditions existing at the balance sheet date. Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use calculation is based on a discounted cashflow (‘DCF) model. The cash flows are derived from the budgets. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for the purpose of determining fair values.

• Useful lives of investment property: Management reviews its estimate of the useful lives of investment property at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of assets.

• Assessment of lease term for revenue recognition: The management has considered lease term as the non-cancellable term of the lease for the lessor, after considering all facts and circumstances including renewal, termination and market conditions.

• Deferred tax assets are recognized when it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

• Recognition and measurement of provisions and contingencies: Key assumptions about the likelihood and magnitude of an outflow of resources.

Principal Components of our Statement of Profit and Loss

Total Income

Our total income comprises revenue from operations and other income.

(1) Revenue from operations

Our revenue from operations comprises the following sources: (1) revenue from lease rentals (comprising lease rental income, lease equalisation income and rental income on discounting of lease deposits received), and (2) revenue from contracts with customers (comprising of maintenance services).

The following table sets forth a breakdown of our revenue from operations for the years indicated.

Particulars	Years ended March 31,
	2025		2024		2023
	(Rs in millions)	% of revenue from operations	(t in millions)	% of revenue from operations	(Rs in millions)	% of revenue from operations
Revenue from Lease Rentals
Lease rentals	309.45	78.32%	254.63	74.94%	269.11	87.84%
Lease equalisation income	28.32	7.17%	30.40	8.95%	(4.63)	(1.51%)
Rental income on discounting of Lease deposits received	8.19	2.07%	14.22	4.19%	7.27	2.37%
Total revenue from leases (A)	345.96	87.56%	299.25	88.07%	271.75	88.71%
Revenue from contracts with customers
Maintenance Services	49.13	12.44%	40.55	11.93%	34.60	11.29%
Total revenue from contracts with customers (B)	49.13	12.44%	40.55	11.93%	34.60	11.29%
Revenue from Operations (A+B)	395.09	100.00%	339.80	100.00%	306.35	100.00%

Revenue from lease rentals

Revenue from lease rentals comprises of lease rental income, lease equalisation income and rental income on

discounting of lease deposits received, as discussed below:

• Lease rental income: Lease rental income comprises rental income earned from the leasing of our asset,

each as per the relevant agreement;

• Lease equalisation income: Lease rental income is accounted for on a straight-line basis over the lock- in term and accordingly, adjustment to give the effect of straight-lining is accounted as lease equalisation income; and

• Rental income on discounting of lease deposits received: Lease deposits received from tenants is recognized at present value and difference is amortised as rental income on discounting of lease deposits received over the lock-in term.

Revenue from contracts with customers

Revenue from contracts with customers primarily comprises of maintenance services as discussed below:

• Maintenance services: Income from maintenance services consists of the revenue that we receive from our tenants for the CAM services that we provide in our SM REIT Asset as per the relevant agreement.

(2) Other income

Our other income primarily comprises the following sources: (i) interest income on fixed deposits income tax/ tax

refund, (ii) profit on sale of sundry assets, (iii) liabilities written back.

The following table sets forth a breakdown of our other income for the years indicated:

Particulars	Year ended March 31,
	2025	2024	2023
	(^ in millions)
Interest income on:
- fixed deposits	2.35	3.14	2.07
- income tax refund	0.79	0.71	2.28
Liabilities written back	2.43	0.04	0.00
Miscellaneous Income - sale of sundry assets	0.00	2.96	0.00
Total	5.57	6.85	4.35

Total Expenses

Our expenses comprise the following: (i) operation and maintenance expenses, (ii) employee benefits expense, and (iii) other expenses.

(1) Operation and maintenance expenses

Operation and maintenance expenses primarily comprise power and fuel expenses, property taxes, repairs and maintenance, insurance expenses and water charges.

(2) Employee benefits expenses

Employee benefits expenses mainly comprise salaries, bonus and allowance.

(3) Other expenses

Other expenses primarily comprise legal and professional fees, rates and taxes (excluding property taxes), brokerage charges, payments to auditor and miscellaneous expenses (including purchase of sundry assets).

Finance Costs

Finance costs primarily comprise (i) interest expense on (a) term loans (b) debentures (c) unwinding of lease deposits received by tenants

Depreciation and amortisation expenses

Depreciation and amortisation expenses comprise the depreciation/amortisation of investment property.

Tax expense

Tax expense comprises (i) current tax; (ii) deferred tax (credit)/charge;

Results of Operations

The following tables summarizes our results of operations for the years indicated:

	Year ended March 31
	2025		2024		2023
Particulars	(Rs in millions)	% of total income	(Rs in millions)	% of total income	(Rs in millions)	% of total income
INCOME
Revenue from operations	395.09	98.61%	339.80	98.02%	306.35	98.60%
Other income	5.57	1.39%	6.85	1.98%	4.35	1.40%
Total Income (I)	400.66	100.00%	346.65	100.00%	310.70	100.00%
EXPENSE
Operating and maintenance expenses	48.70	12.16%	55.09	15.89%	46.76	15.05%
Employee benefits expense	0.12	0.03%	0.13	0.04%	0.44	0.14%
Other expenses	17.56	4.38%	5.60	1.62%	2.88	0.93%
Total Expense (II)	66.38	16.57%	60.82	17.55%	50.08	16.12%
Earnings before finance costs, depreciation, amortisation and tax (EBITDA) (I) - (II)	334.28	83.43%	285.83	82.45%	260.62	83.88%
Finance costs	161.15	40.22%	177.26	51.14%	174.75	56.25%
Depreciation & amortisation expenses	50.29	12.55%	50.35	14.52%	50.21	16.16%
	211.44	52.77%	227.61	65.66%	224.96	72.41%
Profit before tax	122.84	30.66%	58.22	16.79%	35.66	11.47%
Tax expense:
Current tax	0.00	0.00%	0.00	0.00%	0.00	0.00%
Deferred tax (credit)/charge	33.15	8.27%	7.10	2.05%	0.00	0.00%
	33.15	8.27%	7.10	2.05%	0.00	0.00%
Profit for the year	89.69	22.39%	51.12	14.74%	35.66	11.47%
Other comprehensive income	0.00	0.00%	0.00	0.00%	0.00	0.00%
Total comprehensive income	89.69	22.39%	51.12	14.74%	35.66	11.47%

Financial year ended March 31, 2025, compared to financial year ended March 31, 2024 Total Income

Total income increased by 15.58% from Rs346.65 millions in the fiscal year ended March 31, 2024 to Rs400.66 millions in the fiscal year ended March 31, 2025. This was primarily due to an increase in the revenue from operations.

Revenue from operations

Revenue from operations increased by 16.27% from Rs339.80 millions in the fiscal year ended March 31, 2024 to Rs395.09 millions in the fiscal year ended March 31, 2025. This was primarily due to an increase in the lease rentals attributable to the following reasons:

• Re-leasing of 1,00,006 sf of leased area (units 901, 902 and 1102) in FY2025, which were vacated in FY2024 Other income

Other income decreased by 18.69% from Rs6.85 millions in the fiscal year ended March 31, 2024 to Rs5.57 millions in the fiscal year ended March 31, 2025. This was primarily due to a decrease in miscellaneous income from the sale of sundry assets.

Total expense

T otal expense increased by 9.14% from Rs60.82 millions in the fiscal year ended March 31, 2024 to Rs66.38 millions in the fiscal year ended March 31, 2025. This was primarily due to an increase in other expenses primarily legal and professional charges.

Operating and maintenance expenses

Operating and maintenance expenses decreased by 11.60% from Rs55.09 millions in the fiscal year ended March 31, 2024 to Rs48.70 millions in the fiscal year ended March 31, 2025. This was primarily on account of a decrease in expenses towards repairs and maintenance from Rs43.21 million to Rs38.99 million.

Employee benefits expense

Employee benefits expense decreased by 8.18% from Rs0.13 millions in the fiscal year ended March 31, 2024 to Rs0.12 millions in the fiscal year ended March 31, 2025.

Other expenses

Other expenses increased by 213.58% from Rs5.60 millions in the fiscal year ended March 31, 2024 to Rs17.56 millions in the fiscal year ended March 31, 2025. This was primarily due to an increase in the legal and professional charges.

Earnings before finance costs, depreciation, amortisation, and tax

As a result of the foregoing, earnings before finance costs, depreciation, amortisation and tax increased by 16.95% from Rs285.83 millions in the fiscal year ended March 31, 2024 to Rs334.28 millions in the fiscal year ended March 31, 2025.

Finance costs

Finance costs decreased by 9.09% from Rs177.26 millions in the fiscal year ended March 31, 2024 to Rs161.15 millions in the fiscal year ended March 31, 2025. This was primarily due a decrease in the interest expense towards term loan from bank and security deposit.

Depreciation and amortisation expenses

Depreciation and amortisation expense decreased by 0.11% from Rs50.35 millions in the fiscal year ended March 31, 2024 to Rs50.29 millions in the fiscal year ended March 31, 2025.

Profit before tax

As a result of the foregoing, profit before tax increased by 110.99% from Rs58.22 millions in the fiscal year ended March 31, 2024 to Rs122.84 millions in the fiscal year ended March 31, 2025.

Tax expense

Tax Expense increased by 366.68% from Rs7.10 millions in the fiscal year ended March 31, 2024 to ^33.15 millions in the fiscal year ended March 31, 2025 on account of deferred tax charge.

Profit for the year

As a result of the foregoing, profit for the year increased by 75.45% from Rs51.12 millions in the fiscal year ended March 31, 2024 to Rs89.69 millions in the fiscal year ended March 31, 2025.

Financial year ended March 31, 2024, compared to financial year ended March 31, 2023

Total Income

Total Income increased by 11.57% from Rs310.70 million in the fiscal year ended March 31, 2023 to Rs346.65 million in the fiscal year ended March 31, 2024. This was primarily due to an increase in the revenue from operations.

Revenue from operations

Revenue from operations increased by 10.92% from Rs306.35 million in the fiscal year ended March 31, 2023 to Rs339.80 million in the fiscal year ended March 31, 2024. This was primarily due to an increase in the lease rentals attributable to the following reasons:

• Contractual rent escalations of 5% in 2,57,146 sf of the leased area across 6 (six) L&Ls; and

• Re-leasing of 91,745 sf of leased area in Q4 of FY2023, which stood vacant during the remainder of FY2023. Other income

Other income increased by 57.42% from Rs4.35 million in the fiscal year ended March 31, 2023 to Rs6.85 million in the fiscal year ended March 31, 2024. This was primarily due to an increase in miscellaneous income from the sale of sundry assets.

Total expense

Total Expense increased by 21.45% from Rs50.08 million in the fiscal year ended March 31, 2023 to Rs60.82 million in the fiscal year ended March 31, 2024. This was primarily due to an increase in expenses towards repairs and maintenance and increase in other expenses.

Operating and maintenance expenses

Operating and maintenance expenses increased by 17.82% from Rs46.76 million in the fiscal year ended March 31, 2023 to Rs55.09 million in the fiscal year ended March 31, 2024. This was primarily on account of an increase in expenses towards repairs and maintenance from Rs35.09 million to Rs43.21 million.

Employee benefits expense

Employee benefits expense decreased by 70.03% from Rs0.44 million in the fiscal year ended March 31, 2023 to Rs0.13 million in the fiscal year ended March 31, 2024 due to decrease in workforce.

Other expenses

Other expenses increased by 94.33% from Rs2.88 million in the fiscal year ended March 31, 2023 to Rs5.60 million in the fiscal year ended March 31, 2024. This was primarily due to an increase in the miscellaneous expenses (including from the purchase of sundry assets).

Earnings before finance costs, depreciation, amortisation, and tax

As a result of the foregoing, earnings before finance costs, depreciation, amortisation and tax increased by 9.67% from Rs260.62 million in the fiscal year ended March 31, 2023 to Rs285.83 million in the fiscal year ended March 31, 2024.

Finance costs

Finance costs increased by 1.44% from Rs174.75 million in the fiscal year ended March 31, 2023 to Rs177.26 million in the fiscal year ended March 31, 2024. This was primarily due an increase in the interest expense towards term loan from bank.

Depreciation and amortisation expenses

Depreciation and amortisation expense increased by 0.27% from Rs50.21 million in the fiscal year ended March 31, 2023 to Rs50.35 million in the fiscal year ended March 31, 2024.

Profit before tax

As a result of the foregoing, profit before tax increased by 63.26% from Rs35.66 million in the fiscal year ended March 31, 2023 to Rs58.22 million in the fiscal year ended March 31, 2024.

Tax expense

Tax expense increased in the fiscal year ended March 31, 2024 from NIL in the fiscal year ended March 31, 2023 to Rs7.10 million in the fiscal year ended March 31, 2024 on account of increase in deferred tax charge.

Profit for the year

As a result of the foregoing, profit for the year increased by 43.34% from Rs35.66 million in the fiscal year ended March 31, 2023 to Rs51.12 million in the fiscal year ended March 31, 2024.

Liquidity and Capital Resources

As of March 31, 2025, we had cash and cash equivalents of Rs64.30 million. Cash and cash equivalents primarily consist of balances in current accounts, in deposits with original maturity of less than 3 months, escrow account, cash on hand and cash and bank balances. Our primary uses of cash relates to payments for operating expenses. We have in the past met our working capital and other capital requirements primarily from internal cash flows, term loans and bank facilities as well as the issue of compulsorily convertible debentures. Following the Issue, we expect that our liquidity requirements will be financed through cash and bank balances, cash flows from our business operations as well as other funds raised from using equity or shareholder debt.

As of the date of this Key Information of the Scheme, our Investment Manager believes that we will have sufficient working capital to fulfil our present requirements for the next 12 months.

The following table sets forth a selected summary of our statement of cash flows for the years indicated:

Particulars	Year ended March 31,
	2025	2024	2023
	in millions)
Net cash flow from operating activities	404.06	221.09	314.56
Net cash (used in)/flow from investing activities	(83.43)	69.40	(64.08)
Net cash used in financing activities	(303.79)	(280.10)	(246.29)
Net (decrease)/increase in cash and cash equivalents	16.84	10.39	4.19
Cash and cash equivalents at the beginning of the year	47.46	37.07	32.88
Cash and cash equivalents at the end of the year	64.30	47.46	37.07

Net Cash Flow from Operating Activities Financial year ended March 31, 2025

Net cash flow from operating activities for the year ended March 31, 2025 was Rs404.06 million. Our profit before tax was Rs122.84 million which was adjusted for changes in working capital, income taxes paid (net of refunds) and also aggregate of all non-cash items relating to financing and investing activities as well as other non-cash items, by a net amount of Rs281.21 million, primarily for:

• Finance costs amounting to Rs161.15 million;

• Depreciation and amortisation expenses amounting to Rs50.29 million;

• Rental income on discounting of lease deposits amounting to Rs(8.19) million;

• Lease equalisation income amounting to Rs(28.32) million; and

• Interest income amounting to Rs(2.35) million.

• Liabilities written back amounting to Rs(2.43) million There were also changes in working capital, primarily comprising:

• An increase in other financial liabilities amounting to Rs93.91 million mainly on account of lease deposit received on new leases;

• An increase in other liabilities amounting to Rs17.97 million mainly on account of increase in deferred lease rentals on account of new leases;

• A decrease in trade payables amounting to Rs6.82 million mainly on account of decrease in payable to G-Corp for maintenance services;

• An decrease in other assets amounting to Rs1.73 million mainly on account of decrease in prepaid expenses;

• An increase in other financial asset amounting to Rs1.39 million mainly on account of increase in unbilled revenue; and

• An increase in trade receivables amounting to Rs7.57 million.

In addition, we had income taxes paid (net of refunds) of Rs13.24 million during the year ended March 31, 2025. Financial year ended March 31, 2024

Net cash flow from operating activities for the year ended March 31, 2024 was Rs221.09 million. Our profit before tax was Rs58.22 million which was adjusted for changes in working capital, income taxes paid (net of refunds) and also aggregate of all non-cash items relating to financing and investing activities as well as other non-cash items, by a net amount of Rs 162.86 million, primarily for:

• Finance costs amounting to Rs177.26 million;

• Depreciation and amortisation expenses amounting to Rs50.35 million;

• Rental income on discounting of lease deposits amounting to Rs(14.22) million;

• Lease equalisation income amounting to Rs(30.40) million; and

• Interest income amounting to Rs(3.14) million.

There were also changes in working capital, primarily comprising:

• An increase in other financial liabilities amounting to Rs0.16 million mainly on account of lease deposit refunded on leases;

• A decrease in other liabilities amounting to Rs3.59 million mainly on account of decrease in statutory dues;

• An increase in trade payables amounting to Rs8.52 million mainly on account of increase in payable to G-Corp for maintenance services;

• An increase in other assets amounting to Rs10.12 million mainly on account of increase in prepaid expenses;

• An increase in other financial asset amounting to Rs3.80 million mainly on account of increase in unbilled revenue; and

• A decrease in trade receivables amounting to Rs7.38 million.

In addition, we had income taxes paid (net of refunds) of Rs(15.49) million during the year ended March 31, 2024. Financial year ended March 31, 2023

Net cash flow from operating activities for the period ending March 31, 2023 was Rs314.56 million. Our profit before tax was Rs35.66 million which was adjusted for changes in working capital, income taxes paid (net of refunds) and also aggregate of all non-cash items relating to financing and investing activities as well as other non-cash items, by a net amount of Rs278.90 million, primarily for:

• Finance costs amounting to Rs174.74 million;

• Depreciation and amortisation expenses amounting to Rs50.21 million;

• Rental income on discounting of lease deposits amounting to Rs(7.27) million;

• Lease equalisation income amounting to Rs4.63 million; and

• Interest income amounting to Rs(2.07) million.

There were also changes in working capital, primarily comprising:

• An increase in other financial liabilities amounting to Rs33.68 million mainly on account of lease deposit received on leases;

• An decrease in other liabilities amounting to Rs0.09 million mainly on account of decrease in statutory dues;

• An increase in trade payables amounting to Rs8.89 million mainly on account of increase in payable to G-Corp for maintenance services;

• A decrease in other assets amounting to ^11.99 million mainly on account of decrease in advances to suppliers;

• An increase in other financial asset amounting to Rs3.68 million mainly on account of increase in unbilled receivables; and

• An increase in trade receivables amounting to Rs16.79 million.

In addition, we had income taxes paid (net of refunds) of Rs 24.66 million during the year ended March 31, 2023.

Net Cash Flow from Investing Activities

Net cash flow from/ (used in) investing activities for the period ending March 31, 2025 was Rs(83.43) million, primarily arising out of investment in fixed deposits.

Net cash flow from/ (used in) investing activities for the period ending March 31, 2024 was Rs69.40 million, primarily arising out of redemption of fixed deposits.

Net cash flow from/ (used in) investing activities for the period ending March 31, 2023 was Rs(64.08) million, primarily arising out of investment in fixed deposits.

Net Cash Flow from Financing Activities

Net cash flow from/ (used in) financing activities for the period ending March 31, 2025 was Rs(303.79) million, primarily arising out of (a) repayment of short term borrowings (net) (b) repayment of long term borrowings and (c) interest expense.

Net cash flow from/ (used in) financing activities for the period ending March 31, 2024 was Rs(280.10) million, primarily arising out of (a) repayment of short term borrowings (net) (b) repayment of long term borrowings and (c) interest expense.

Net cash flow from/ (used in) financing activities for the period ending March 31, 2023 was Rs(246.29) million, primarily arising out of (a) repayment of short term borrowings (net) (b) repayment of long term borrowings and (c) interest expense.

Borrowings

The following table presents a breakdown of outstanding borrowings as at March 31, 2025:

Particulars	Year ended March 31, 2025 (Rs in millions)
(A) Non-current borrowings
Secured
Term Loan from a bank	972.58
Unsecured
Liability Component of Compulsorily Convertible debentures (‘CCD) from related parties	349.51
Total non-current borrowings (A)	1,322.09
(B) Current Borrowings
Current maturities of long-term debt (Term loan from bank)	185.28
Total current borrowings (B)	185.28
(C) Interest accrued
Interest accrued but not due on CCD from related parties	95.29
Interest accrued but not due on term loan from bank	0.20
Total interest (C)	95.49
Total Borrowings (D=A+B+C)	1,602.86

Immediately upon listing of the Titania Units, the Investment Manager expects that PropShare Titania will be without

any of the above borrowings. Please also refer to "Financial Indebtedness" and "Risk Factor - Our actual results may be materially different from the Projections included in this Key Information of the Scheme. Accordingly, investors

should not place undue reliance on or base their investment decision solely on this information " from page 147 to 149 and page 43 to 44, respectively.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations as of March 31, 2025:

Particulars	Carrying value as at March 31, 2025	Total	0-1 year	1-5 years	More than 5 years
	(^ in millions)
Borrowings (Current and non-current)	1,507.37	2,765.44	479.47	1,874.39	411.58
Trade payables	16.37	16.37	16.37	0.00	0.00
Other financial liabilities (Current and noncurrent)	309.86	309.87	122.20	187.66	0.00
Total	1,833.60	3,091.67	618.04	2,062.05	411.58

Off-Balance Sheet Arrangements and Contingent Liabilities

We do not have any material off-balance sheet arrangements.

The table below sets forth our contingent liabilities as per Ind AS 37 Provisions, Contingent Liability and Contingent Assets for the following years:

Particulars	As on date of filing of this Key Information of the Scheme	Year ended March 31,
		2025	2024	2023
	in millions)
In respect of Income-Tax matters (1,2,3)	710.11	710.11	629.61	629.61

Note:

Titania SPV had received assessment order under section 143(3) of the Income Tax Act, 1961 raising demand of2221.78 millions for AY 2017 - 18. The Assessing Officer has passed assessment order disallowing interest expenses relating to utilisation of borrowed funds for payment to shareholders on capital reduction and interest is to be treated as capital expenditure in nature. Titania SPV has filed appeal before the Commissioner of Income tax Appeals on this issue. The management of the Titania SPV believes that the amount demanded will not be sustained and accordingly no provision is recognised in the financial statements.

(2> Titania SPV has received an order under section 201(1) of the Income tax Act, 1961 raising a demand of 21407.83 millions for AY 2018-19 for

failure to withhold taxes on sale consideration paid to NVD Holdings, Mauritius, for the transfer of shares of N V Developers Private Limited. The SPV has filed appeal before the Commissioner of Income tax Appeals on this issue. The management of the Titania SPV believes that the amount demanded will not be sustained and accordingly no provision is recognised in the financial statements.

Titania SPV has also received a draft order dated March 26, 2025, under Section 144C(1) of the Income-tax Act, 1961, from the Income Tax Department, wherein the variation in total transfer pricing on international transactions is computed at 2 80.50 million. Titania SPV has filed its objection with the Dispute Resolution Panel on April 24, 2025. The management of the Titania SPV believes that the amount demanded will not be sustained and accordingly no provision is recognised in the financial statements.

For further details, please refer to "Risk Factors - Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to your assessment of our financial condition, results of operations and cash flows. " on page 52.

Non-GAAP Measures

The body of generally accepted accounting principles is commonly referred to as "GAAP." Our management believes that the presentation of certain non-GAAP measures are supplementary measures of our performance which provides additional useful information to investors regarding our performance and trends related to our results of operations and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or U.S. GAAP. Accordingly, we believe that when non-GAAP financial information is viewed with GAAP or Ind AS financial information, investors are provided with a more meaningful understanding of our ongoing operating performance and financial results. However, these financial measures are not measures of our financial performance or liquidity based on GAAP, Ind AS or any other internationally accepted accounting principles, and you should not consider such items and should not be considered in isolation or as an alternative to the historical financial results or other indicators of our cash flow based on Ind AS or IFRS. In addition, these non-GAAP measures are not standardized terms and these non-GAAP financial measures, as defined by us and included herein, may not be comparable to similarly -titled measures as presented by other entities due to differences in the way non-GAAP financial measures are calculated and hence have limited usefulness as comparative measures.

Net Operating Income ("NOI") and NOI Margin

Based on the ‘management approach as specified in Ind AS 108, our chief operating decision maker (" CODM") evaluates our performance and allocates resources based on an analysis of various performance indicators by operating

segments. NOI as calculated by us is a primary driver of our managerial assessments and decision-making process. We therefore consider NOI to be a meaningful supplemental financial measure of our performance when considered with the Special Purpose Combined Financial Statements determined in accordance with Ind AS. We believe NOI is helpful to investors in understanding the performance of our business segments because it provides a direct measure of our operating results.

NOI and NOI Margin do not have a standardized meaning, nor are they recognized measures under Ind AS or IFRS and may not be comparable with measures with similar names presented by other companies/REITs/small and medium REITs. NOI and NOI Margin should not be considered by themselves or as substitutes for comparable measures under Ind AS or IFRS or other measures of operating performance, liquidity, or ability to pay dividends. Our NOI may not be comparable to the NOI of other companies/REITs/small and medium REITs due to the fact that not all companies/REITs/small and medium REITs use the same definition of NOI. Accordingly, there can be no assurance that our basis for computing this non-GAAP measure is comparable with that of other companies/REITs/small and medium REITs.

We define NOI for each of our segments as follows:

NOI is defined as:

• Revenue from operations (which includes (i) revenue from lease rentals, (ii) income from maintenance services) less.

• Direct operating expenses (which includes operating and maintenance expenses excluding certain one-time repair and maintenance expenses).

We define NOI Margin as a ratio of NOI to revenue from operations.

The following tables presents a reconciliation from profit for the year to NOI and NOI Margin for the years indicated below:

Particulars	Year ended March 31,
	2025	2024	2023
	(Rs in millions, unless otherwise stated)
Profit for the year	89.69	51.12	35.66
Add: Tax expense	33.15	7.10	0.00
Profit before tax	122.84	58.22	35.66
Add: Depreciation & amortisation expenses	50.29	50.35	50.21
Add: Finance costs	161.15	177.26	174.75
Earnings before finance costs, depreciation, amortisation and tax (EBITDA)	334.28	285.83	260.62
Add: Other expenses	17.56	5.60	2.88
Add: Employee benefits expenses	0.12	0.13	0.44
Less: Other income	(5.57)	(6.85)	(4.35)
NOI (A)	346.39	284.71	259.59
Revenue from Operations (B)	395.09	339.80	306.35
NOI Margin (C = A/B) (%)	87.67%	83.79%	84.74%

Earnings before finance costs, depreciation, amortisation, exceptional items and tax

We use earnings before finance costs, depreciation, amortisation, and tax ("EBITDA") internally as a performance measure. We believe it provides useful information to investors regarding our financial condition and results of operations because it provides a direct measure of the operating results of our business segments. Other companies may use different methodologies for calculating EBITDA, and accordingly, our presentation of the same may not be comparable to other companies.

EBITDA and EBITDA Margin do not have a standardized meaning, nor is it a recognized measure under Ind AS or IFRS and may not be comparable with measures with similar names presented by other companies. EBITDA and EBITDA Margin should not be considered by itself or as a substitute for comparable measures under Ind AS or IFRS or other measures of operating performance, liquidity or ability to pay dividends. Our EBITDA and EBITDA Margin may not be comparable to the EBITDA, EBITDA Margin or other similarly titled measures of other companies/REITs due to the fact that not all companies/REITs use the same definition of EBITDA, EBITDA Margin or other similarly titled measures. Accordingly, there can be no assurance that our basis for computing this non-GAAP measure is comparable with that of other companies/REITs.

We define EBITDA Margin as a ratio of EBITDA to revenue from operations.

We believe that the comparable Ind AS metric to our EBITDA is profit for the year. Therefore, the following tables present a reconciliation from profit for the year to EBITDA and EBITDA Margin for the years indicated below:

Particulars	Year ended March 31,
	2025	2024	2023
	(Rs in millions, unless otherwise stated)
Profit/(loss) for the year	89.69	51.12	35.66
Add: Tax expense	33.15	7.10	0.00
Profit before tax	122.84	58.22	35.66
Add: Depreciation & amortisation expenses	50.29	50.35	50.21
Add: Finance costs	161.15	177.26	174.75
Earnings before finance costs, depreciation, amortisation and tax (EBITDA) (A)	334.28	285.83	260.62
Revenue from Operations (B)	395.09	339.80	306.35
EBITDA Margin (C = A/B) (%)	84.61%	84.12%	85.08%

Quality of Earnings Discussion

Set forth below is a brief summary of our material accounting policies relating to the key components of our results of operations:

(1) Qualitative Disclosures about Market Risk

We are exposed to credit risk, liquidity risk and market risk in the normal course of our business. Our risk management approach seeks to minimize the potential material adverse effects from these exposures. We have implemented risk management policies and guidelines that set out our tolerance for risk and our general risk management philosophy. Accordingly, we have established a framework and process to monitor the exposures to implement appropriate measures in a timely and effective manner.

(a) Credit Risk

Credit risk is the risk of financial loss to PropShare Titania if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from an SPVs receivables from customers, loans and cash and cash equivalents. The carrying amount of financial assets represents the maximum credit exposure.

(b) Liquidity Risk

Liquidity risk is the risk that Titania SPV will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Titania SPVs approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation.

(c) Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates which will affect the SPVs income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

(d) Interest Rate Risk

Titania SPVs main interest rate risk arises from long-term borrowings with variable rates, which exposes it to cash flow interest rate risk.

The exposure of PropShare Titanias borrowing to interest rate changes at the end of year are as follows:

Particulars	Year ended March 31,
	2025	2024	2023
	in millions)
Variable rate borrowings	1,157.86	1,316.53	1,299.85
Fixed rate borrowings	349.51	375.80	399.27
Total Borrowings	1,507.37	1,692.33	1,699.12

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased/(decreased) profit by the amounts as under:

Particulars	Year ended March 31,
	2025	2024	2023
	in millions)
Interest rates - increase by 100 basis points	(11.58)	(13.17)	(13.00)
Interest rates - Decrease by 100 basis points	11.58	13.17	13.00

(2) Known Trends and Uncertainties

Our business has been affected and is likely to continue to be affected by the trends identified in "Our Business and Property" and "Risk Factors. Except as described in the "Our Business and Property" and "Risk Factors" sections from page 23 to 36 and from page 41 to 54, respectively, there are no known trends or uncertainties which are expected to have a material adverse impact on our revenue from operations.

(3) Unusual or Infrequent Events or Transactions

Other than as described in this section and in "Risk Factors" and "Our Business and Property" from page 41 to 54 and from page 23 to 36, respectively, there have been no events or transactions which may be described as "unusual" or "infrequent".

(4) Significant economic changes that materially affected or are likely to affect revenue from operations

Other than as described in this section and in "Risk Factors, "Industry Overview and "Our Business and Property" from page 41 to 54, from 63 to 120 and from page 23 to 36, respectively, there have been no significant economic changes that materially affected or are likely to affect income from continuing operations.

(5) Future Change in Relationships between Costs and Income

Other than as described in this section and the sections of this Key Information of the Scheme entitled "Risk Factors" and "Our Business and Property" from page 41 to 54 and from page 23 to 36, respectively, there are no known factors which will have a material adverse impact on our operations or financial condition to our Investment Managers knowledge.

(6) New Product or Business Segments

As of the date of this Key Information of the Scheme, we do not have any plans for new business segments.

(7) Tenant Concentration

For the details of our tenant concentration, see "Risk Factors - A significant portion of our revenues is derived from a limited number of large tenants in the banking, financial services and insurance ("BFSI"), healthcare & life sciences and technology sectors. Any conditions that impact these tenants or the respective sectors or cities in which they operate may adversely affect our business, results and financial condition." from page 44 to 45.

(8) Seasonality

Our business is not subject to material seasonal fluctuations.

(9) Related Party Transactions

Property Share Investment Trust and PropShare Titania have not entered into any transactions with related parties, other than the transaction allowed under Regulation 26ZL of the REIT Regulations, which are in the nature of payment of fees by the Property Share Investment Trust and PropShare Titania to the (i) Investment Manager; and (ii) Trustee for carrying on the activities of the Property Share Investment Trust and PropShare Titania (if any). The Investment Manager has deposited a sum of Rs100 million with the Titania SPV in furtherance of the Term Sheet dated March 28, 2025, as earnest money deposit for the proposed acquisition of the Titania SPV. Further, the Investment Manager will be reimbursed this money from Titania SPV reserve cash balance, post listing of Titania Units on the Stock Exchange. For further details, please see " Use of Proceeds - Acquisition of the entire issued and paid-up equity share capital of the Titania SPV as per the Share Purchase Agreement - Earnest Money Deposit" on page 156.

(10) Significant Developments since March 31, 2025

Unless otherwise disclosed in this Key Information of the Scheme, the Investment Manager believes that there have not been any circumstances since March 31, 2025 which materially and adversely affects or are likely to affect our business or profitability, the value of our assets, or ability to pay our liabilities within the next 12 months.