Property Share Investment Trust- Propshare Titania Management Discussions

(Business Commentary)

Executive Overview

The Scheme encompasses 437,973 sf of office premises across six floors of G Corp Tech Park, a Grade A+ commercial office building, located in Thane, Mumbai Metropolitan Region. The property is fully leased to a mix of Fortune 500 companies, multinational companies (MNCs) and bluechip tenants. Its strategic location and connectivity, blue-chip multi-let tenant base and competitive office rentals offers the SM REIT a good degree of certainty regarding the assets future income.

Our competitive strengths include the following:

• 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.

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

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

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

• ~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).

• Experienced investment and asset management team with oversight and strong corporate governance through 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. We intend to achieve this through the following strategies:

Capitalizing on embedded mark-to-market potential

Given Thane, MMRs, consistent market rent growth of 4.8% CAGR since 2022 till December 31, 2024 and the projected 5-year CAGR from CY2024 of 5.6% for Grade A+ assets, as per JLL Report, we expect to benefit from PropShare Titanias mark-to-market opportunity of 10.3% in FY2029.

Proactive tenant management

Our asset management team comes with strong experience in tenant engagement with a proactive approach to long term tenant management. These include maintaining a regular dialogue with the tenant, engaging in tenant centric activities, providing proactive property management through well-maintained tenant amenities and WELL certified health and safety norms.

Leasing strategy

PropShare Titania is 100% occupied as of March 31, 2026 with a WALE of 3.55 years. Our strategy will primarily be focused on tenant retention. As per JLL Report, G Corp Tech Park has seen very stabilised occupancy since 2016 with a similar tenant base for the past decade or so. Nearly all existing tenants have continued to renew in G Corp Tech Park, while Aditya Birla Capital and Concentrix have even grown within the same tech park, exhibiting tenant stickiness for an asset of this quality. Further, in the scenario. that we are unable to retain existing tenants, we will aim to look for prospective tenants by proactively reaching out to international property consultants, local brokers and the IMs existing pool of tenant relationships.

Exit strategy

The Investment Manager aims to provide capital appreciation to investors through an exit to Titania Unitholders, either through the sale of Project Titania or through the sale of Titania SPV or through any such other opportunity which may arise, subject to Titania Unitholder approval and in accordance with the listing agreement, the REIT Regulations and Applicable Laws.

Current Business Environment:

5-6%	7.7%
A+ annual rent growth forecast	Grade A+ vacancy by 2028F
97%+	Zero
Grade A+ occupancy, Q1 2026	New A+ supply pipeline by 2028F
590 bps
Green asset occupancy premium

Thane Office Micro-Market • Source: JLL Research Q1 2026, cited in KZEN VALTECH Valuation Report, 17 April 2026

Thanes office market enters the near-term with a structural advantage: a thinning supply pipeline, broadening occupier demand, and a Grade A+ segment operating at near-full occupancy. Overall vacancy is forecast to decline gradually through 2028, while premium assets are expected to see rental appreciation well ahead of the broader market.

Supply tightening

New completions fall to near zero by 2028. Only one Grade A+ project in pipeline — Hiranandani Centaurus (1.9 mn sq ft), of which ~30% is already pre-leased.

Rental bifurcation

Grade A overall: 1-1.5% annual growth. Grade A+ assets: 5-6% p.a., supported by contractual escalations and limited competing supply

Demand diversifying

BFSI, manufacturing, and consulting now lead leasing activity alongside IT/ITeS. Most demand is for back-end and tech operations. Flex segment growing.

Infrastructure tailwinds: Metro Line 4 operational (Dec 2025), Metro Line 10 due Dec 2027, and the Thane-Borivali Twin Tunnel under development will progressively deepen Thanes connectivity within the MMR.

ESG as a demand filter: Green-certified assets carry a 590 bps occupancy premium over non- certified stock. As environmental and wellness standards become baseline for multinational occupiers, LEED Platinum assets are structurally advantaged.

Tenant stickiness : Grade A+ occupancy recovered to 97%+ post-COVID and has held there. Significant fit-out investments by occupiers, combined with limited alternatives of comparable quality, underpin long-term tenancy stability.

Our business performance

The distributions and occupancy ratio in FY26 have been as per projections:

Particulars	Q2 FY26	Q3 FY26	Q4 FY26
Distribution Value (S Mn)	S67.64	S107.29	S104.96
Distribution per Unit (S)	S15,159.45	S24,046.03	S23,523.29
Annualised Yield (%)	9.00%	9.00%	9.00%
Occupancy (%)	100%	100%	100%

Forward Outlook:

Lease Analysis:

All the leave and license agreements entered by the Titania SPV in respect of Project Titania provide for a license fee escalation of 5% annually. Further, the WALE of Project Titania is 3.55 years as of 31st March 2026. The expiry profile of PropShare Titanias existing contractual arrangements are well-staggered as 62% of the leave and license agreements (by area) will expire after FY28. Conversely, 38% of the leave and license agreements which are expected to expire by FY28 have an embedded mark-to-market potential.

Total leasable area	Unique tenants
4,37,973	11
sq ft - 6 floors	100% occupied
Wtd avg in-place rent	Monthly rental income
78.7	33.4mn
INR/sqft/month	INR per month
WALE	WALIE
3.55 yrs	1.59 yrs
Wtd avg lease expiry	Wtd avg lock-in expiry

#	Code	Area (sq ft)	Current Rent (INR psf/m)	Rent Start	License Period	Lease Expiry
1	T-01	76,004	81.00	Jun-23	Feb 2023 - Jan 2028	Jan 2028
2	T-02	73,145	77.00	Dec-25	Dec 2025 - Nov 2030 (Renewed)	Nov 2030
3	T-03	46,494	78.20	Jan-24	Oct 2023 - Sep 2028	Sep 2028
4	T-04	88,218	79.10	Feb-25	Oct 2024 - Oct 2029	Oct 2029
5	T-05	49,324	76.10	Nov-24	May 2024 - Apr 2029	Apr 2029
6	T-06	29,182	76.10	Dec-24	Sep 2024 - Aug 2029	Aug 2029
7	T-07	28,032	81.00	Oct-24	May 2024 - Apr 2029	Apr 2029
8	T-08	9,608	81.00	Oct-24	Apr 2023 - Mar 2028	Mar 2028
9	T-09	24,709	81.00	Aug-23	Apr 2023 - Mar 2028	Mar 2028
10	T-10	7,798	81.00	Aug-23	Apr 2023 - Mar 2028	Mar 2028
11	T-11	5,460	81.00	Aug-23	Apr 2023 - Mar 2028	Mar 2028
Total (11 unique tenants)	4,37,974	78.7 (wtd avg)		WALIE: 1.59 yrs WALE: 3.55 yrs

FY26 - FY30 I Rentals & Lease Period Expiry

ESG (Environmental Social Governance) Initiative

Environmental Sustainability I Rooftop Solar Initiative

G Corp Tech Park • 455 KWp Rooftop Solar Installation

Initiative Overview: G Corp Tech Park is commissioning a 455 KWp on-grid rooftop solar PV system as part of SM REITs commitment to environmental stewardship. The installation would permanently reduce the assets dependence on grid electricity, lowering GHG emissions and supporting LEED certification criteria.

Carbon Impact The system is guaranteed to generate 605,150 kWh of clean energy annually. Using the CEA India grid emission factor of 0.82 kg C0 2 /kWh, this translates to approximately 496 tonnes of C0 2 avoided per year. Carbon avoidance estimates are derived from guaranteed generation output and the CEA emission factor — a recognised and auditable methodology.

Technology The system uses Mono Crystalline PV modules, offering higher efficiency and lower degradation than standard polycrystalline panels, ensuring carbon avoidance projections remain robust over the assets full operating life

Sources

Strategic Relevance This initiative reflects SM REITs integration of sustainability into asset management, delivering:

• Proactive decarbonisation aligned with net-zero transition pathways

• Resilience against rising grid tariffs and carbon pricing risk

• Improved ESG ratings for institutional investors with sustainability mandates

• Tangible progress toward portfolio-level Scope 2 reduction targets

• A stronger tenant proposition through a demonstrably green asset

The 455 KWp installation sets a replicable precedent for rooftop solar deployment across SM REITs broader portfolio, with potential for significant aggregated carbon impact at the fund level in future reporting periods.

STP Settling Tank Upgradation I FY 2025-26.

As part of our commitment to responsible environmental management and sustainable operations, the organisation undertook an upgrade of its on-site Sewage Treatment Plant (STP) settling tank capacity during FY 2025- 26. This initiative directly supports in improving water treatment efficiency, reducing reliance on externally sourced water, and demonstrating compliance with applicable environmental regulations.

Initiative Details

Parameter	Details
Project	STP Settling Tank Upgradation
Status	Completed - FY 2025-26
Technical Scope	Created additional 20 KL settling capacity from existing 80 KL filter tank
Previous STP Capacity	10 KL settling tank
Upgraded STP	30 KL settling tank (10 KL existing + 20
Capacity	KL new)
Daily Treatment	Additional 70 KL of wastewater treated
Gain	per day

605,150 kWh/yr	22,794 trees
Guaranteed Clean Energy	Equivalent Mature Trees
Generation	Planted
496 tCO,e/yr	108 cars
Annual GHG Emissions	Equivalent Passenger Cars
Avoided	Removed

ESG Performance Highlights

Environmental Metric	Outcome
Additional treated water capacity	70 KL per day
Monthly reduction in tanker procurement	1,750 KL per month
Actual tanker reduction (Dec-25 to Mar-26)	2,918 KL cumulative
Effluent quality compliance	Maintained as per MPCB standards

CSR Initiatives

Eranthus Developers Private Limited, the Special Purpose Vehicle under PropShare Titania, undertook Corporate Social Responsibility (CSR) initiatives during the financial year 2025-26 in line with its commitment to sustainable and inclusive development. The Company contributed 51.05 million towards projects focused on rural development and environmental sustainability in Andhra Pradesh and Adilabad, implemented through Sahakara Mitra Samstha (Centre for Collective Development) (CCD). These initiatives were directed towards strengthening rural livelihoods, promoting sustainable agricultural practices, and supporting community-led development models, with a focus on creating long-term socio-economic impact.

The collaboration with CCD, facilitated through an established professional association, reflects alignment with the organisations efforts in enhancing farmer incomes through collective models, fostering farmer-owned institutions, and improving market access. Through this engagement, the Company has contributed to capacity building, improved resource utilisation, and greater financial the year underscore the SPVs broader commitment to responsible business practices, environmental stewardship, and creating shared value for all stakeholders, while contributing meaningfully to inclusive and sustainable growth.

Management Discussion and Analysis of PS Titania

Statement of P&L

Rs. Million

Particulars	Amount
Income
Revenue from operations	303.90
Interest income	3.80
Total income (A)	307.70
Expenses
Operating and maintenance expenses	34.24
Depreciation expenses	64.24
Finance costs	6.54
Other expenses	99.62
Total Expense (B)	204.64
Profit/(Loss) before tax (A-B = C)	103.06
Tax expense:
Deferred tax	157.16
Profit/(Loss) for the period	(54.10)

Revenue from Operation

• For the year ended March 31,2026, revenue from operations stood at Rs. 303.90 million. This was primarily composed of lease rentals of Rs. 269.16 million, lease equalisation income of Rs. (7.78) million, and rental income on discounting of lease deposits received amounting to Rs. 6.78 million. Revenue for the period also includes maintenance services income of Rs. 35.74 million.

Statutory Reports

• The lease rental income represents the fixed contractual cash inflows from leased properties during the reporting period.

• The lease equalisation income reflects structured rental arrange

• ments and the straight-lining of lease income in line with Ind AS requirements.

• The rental income on discounting of lease deposits reflects the present value impact of interest adjustment on lease deposits held.

Interest Income

• Interest income for the year amounted to Rs. 3.80 million, which was entirely attributable to interest earned on bank deposits.

• This income is earned from surplus cash being placed in FDs.

Depreciation Expenses

Depreciation on investment property for the

year ended March 31, 2026, amounted to Rs.

64.24 million.

Finance Cost:

Finance costs for the year stood at Rs. 6.54

million.

• The finance cost primarily reflects the notional interest expense on lease deposits received from tenants, in accordance with Ind AS 116.

Other Expenses

Particulars	FY26
Legal and professional charges	26.45
Valuation expenses	0.25
Audit fees	2.43
Trustee fees	0.23
Listing approval fee	3.42
Rates and taxes	0.39
Expected credit loss	11.87
Brokerage charges	6.03
Asset acquistion fees	46.94
Corporate social responsibility expenses	1.05
Miscellaneous expenses	0.56
Total Other expenses	99.62

• Legal and professional charges: These represent expenses incurred towards consultancy, compliance, legal advisory, and transaction-related services, amounting to Rs. 26.45 million.

• Valuation expenses: Rs. 0.25 million incurred towards valuation of asset.

• Audit fees: Rs. 2.43 million for statutory and internal audit services.

• Trustee fees: Rs. 0.23 million.

• Listing approval fee: Rs. 3.42 million towards regulatory and listing-related costs.

• Rates and taxes: Rs. 0.39 million.

• Expected credit loss: Rs. 11.87 million, representing provisioning in accordance with Ind AS requirements.

• Brokerage charges: Rs. 6.03 million.

• Asset acquisition fees: Rs. 46.94 million, representing costs incurred in relation to acquisition of underlying assets.

• Corporate social responsibility expenses: Rs. 1.05 million.

• Miscellaneous expenses: These include other operating costs not classified under specific heads, amounting to Rs. 0.56 million.

Total other expenses for the period stood at Rs.

100 million.

Tax Expense

The Trust recorded a deferred tax charge of Rs.

157.16 million during the period.

Profit for the Period

Profit before tax stood at Rs. 103.06 million.

The Trust reported a loss of Rs. 54.1 million for the year ended March 31, 2026, primarily on account of deferred tax charge recognised during the period, along with acquisition-related costs.

Cash Flow Statement

Rs.Million

Basis	Particulars	As on 31st March, 2026
	Profit Before Tax	103.06
	Adjustments for:
	Finance costs	6.54
	Depreciation expenses	64.24
	Expected credit loss	11.87
Operating Activities	Rental income on discounting of lease deposits	(6.78)
	Lease equalisation income	7.78
	Interest income	(3.80)
	Movements in working capital	(55.02)
	Income taxes (paid) / refund	(18.99)
	Net cash generated from operating activities (A)	108.90
Investing Activties	Cash balance acquired on acquisition	16.08
	Acquisition of SPV	(2,173.82)
	Interest received	2.98
	Net cash generated from investing activities (B)	(2,154.76)
Financing Activites	Proceeds from issue of units	(4,729.72)
	Repayment of debentures	(2,170.00)
	Distribution to unit holders	(174.94)
	Expenses incurred towards initial public offerings	(190.96)
	Net cash used in financing activities (C)	2,193.82
	Net increase in cash and cash equivalents ( A + B+ C)	147.96
	Cash and cash equivalents at the beginning of the year	0.01
	Cash and cash equivalents at the end of the year	147.97

Net cash generated from operating

activities

• Net cash generated from operating activities for FY2026 stood at Rs. 108.90 million.

• Profit before tax of Rs. 103.06 million was adjusted for non-cash items including depreciation expense of Rs. 64.24 million, finance cost of Rs. 6.54 million, and expected credit loss of Rs. 11.87 million.

• These were partially offset by lease equalisation income of Rs. 8 million, rental income on discounting of lease deposits of Rs. 6.78 million, and interest income of Rs. 3.80 million.

• Working capital movements resulted in a net outflow of Rs. 55.02 million.

• After accounting for income tax payments of Rs. 18.99 million, net operating cash inflow stood at Rs. 108.9 million.

Net cash generated from investing activities

• Net cash used in investing activities during the year amounted to Rs. 2,154.76 million, primarily attributable to acquisition of SPVs amounting to Rs. 2,173.82 million.

• The Company also acquired cash balances of Rs. 16.08 million upon acquisition, which partially offset the outflow.

• Interest income of Rs. 2.98 million further contributed marginally to the inflow.

Net cash used in financing activities

• Net cash generated from financing activities stood at Rs. 2,193.82 million.

• This was primarily driven by proceeds from issue of units amounting to Rs. 4,729.72 million which were deployed towards repayment of debentures of

Rs. 2,170.00 million and IPO-related expense; of Rs. 190.96 million.

Net Increase / (Decrease) in Cash and Cash

Equivalents

• The Trust recorded a net increase in cash and cash equivalents of Rs. 147.96 million.

• Opening cash balance was negligible, and the period closed with Rs. 147.97 million, providing adequate liquidity post acquisition and capital raise.

Net Operating Income (NOI):

Rs.Million

Particulars	FY26
Revenue from operations	303.90
Operating expenses	(34.24)
Net Operating Income	269.66

a. Investment Managers brief report on the activities of the REIT:

• The Net Operating Income for the year stood at Rs. 269.66 million.

• The NOI margin for the period stood at 88.73%.

EBITDA

Rs.Million

Particulars	FY26
Loss for the period	(54.10)
Add: Tax Expense	157.16
Profit before tax	103.06
Add: Depreciation expenses	64.24
Add: Finance Costs	6.54
Earnings before finance costs, depreciation, amortization and tax	173.84

• EBITDA for the period stood at Rs. 173.84 million, with an EBITDA margin of 57%.

NDCF:

• Net Distributable Cash Flow for the year stood at Rs. 279.88 million at the scheme of trust level (including distribution from surplus cash reserve).

• The NDCF is computed in accordance with the framework prescribed under the Distribution Policy.

Particulars	Quarter ended March 31, 2026	Preceding quarter ended December 31, 2025	For the year ended March 31, 2026
Cashflows from operating activities of the scheme of REIT	(0.03)	(0.76)	(5.06)
Add: Cash flows received from SPV\u2019s which represent distributions of NDCF computed as per relevant framework	104.79	107.29	279.72
Add: Treasury income/ income from investing activities (interest income received from FD, tax refund, any other income in the nature of interest, profit on sale of Mutual funds, investments, assets etc., dividend income etc., excluding any Ind AS adjustments. Further clarified that these amounts will be considered on a cash receipt basis)	0.20	-	0.29
NDCF at scheme of trust level	104.96	106.53	274.95
Add: Distribution from surplus cash reserve (as per note 4(111) on Framework for calculation of Net Distributable Cash Flows as per SEBI/HO/DDHS-PoD-2/P/ CIR/2025/99)	-	-	4.93
NDCF at scheme of trust level (including distribution from surplus cash reserve)	104.96	107.29	279.88

Disclaimer for non-GAAP metrics

Net Operating Income (NOI)

• We use NOI internally as a performance measure and believe it provides useful information to investors regarding our financial condition and results of operations because it offers a direct measure of the operating results of our business segments.

• Accordingly, our presentation of the same may not be comparable to other companies.

EBITDA

• EBITDA does not have a standardised meaning, nor is it a recognised measure under Ind AS and may not be comparable with measures among similar names presented by other companies.

• EBITDA should not be considered by itself or as a substitute for comparable measures under Ind AS or other measures of operating performance, liquidity or ability to pay dividends.

• Accordingly, there can be no assurance that our basis for computing this non-GAAP measure is comparable with that of other companies.

NAV

• We use NAV internally as a performance measure and believe it provides useful information to investors regarding our financial condition.

• The Statement of Net Assets at Fair Value, at a consolidated level, along with the NAV per unit is set forth here

Statutory Reports

Net Asset Value

Titania	as per Market Value
Particulars	FY26
Gross Asset Value (GAV)	5,347.12
Add: Other Assets	146.55
Less: Other Liabilities	690.98
Net Asset Value (NAV)	4,802.69
No. of Units	4462
NAV per Unit	10,76,351.41

• The Net Asset Value (NAV) as of March 31, 2026, stood at Rs. 4,802.69 million.

• This was determined by adjusting the Gross Asset Value (GAV) of Rs. 5,347.12 million for other assets amounting to Rs. 146.55 million and deducting other liabilities of Rs. 690.98 million.

• Based on 4,462 units outstanding, the NAV per unit stood at Rs. 10,76,351.41.

Distributions

SEBI has issued a framework for computation of Net Distributable Cash Flow (NDCF) by SM REITs. Under the SM REIT Regulations, not less than 95% of the NDCF of SPVs is required to be distributed to the SM REIT scheme, and not less than 100% of the schemes NDCF is required to be distributed to Unitholders on a quarterly basis. The Managers current policy is to comply with these requirements. The NDCF is calculated in accordance with the REIT Regulations and in the manner provided in the NDCF framework defined by the Manager. The aforesaid NDCF are made available to PS Titania SM REIT in the form of

• interest paid on Shareholder loan provided by PS Titania to the SPVs,

• Principal repayment of Shareholder Debt and

• interest paid on OCD.

The Board of Directors of the Manager to the Scheme have declared a cumulative distribution of Rs. 279.88 million for FY26.

Risk Management

• PS Titania owns a high-quality

office portfolio in India, serving as critical corporate infrastructure for multinational tenants and offering strong embedded growth

potential.

• The expansion of domestic enterprises has driven robust demand for commercial office space, supporting sustained growth across key office markets in India.

• Our performance is closely tied to Indias broader economic environment, and our operational results are significantly influenced by macroeconomic factors. Additionally, the Indian real estate sector, including SM-REITs, is subject to extensive regulatory oversight.

• As part of our regular business operations, we also comply with various environmental, health, and safety regulations. These and other external factors may impact our business performance, financial condition, or results of operations.

• We are committed to upholding high standards of corporate governance and have instituted a comprehensive risk management framework to mitigate risks arising from economic, operational, social, and environmental factors.

• The Board of Directors of the Manager of PS Titania is responsible for establishing and overseeing the schemes overall risk management framework.

• PS Titanias risk management policies are designed to proactively identify and assess key risks, establish prudent risk limits and controls, and monitor adherence to these limits.

• These policies and systems are reviewed on a regular basis to ensure they remain responsive to changing market dynamics and business needs.

• The Board also supervises how management ensures compliance with these risk management policies and procedures, and evaluates the effectiveness and adequacy of the framework in addressing the key risks faced by PS Titania.

Internal Financial Controls System

• PS Titania SM-REIT has a well-established internal control framework designed to support efficient business operations, accurate financial reporting, and robust regulatory compliance.

• The Manager is responsible for overseeing the design, implementation, and continuous monitoring of these internal financial controls. This includes ensuring adherence to established policies and procedures, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

• Business performance is regularly reviewed against the operating plan, and periodic internal audits are conducted to assess and strengthen the control environment.

• The Internal Audit function plays a critical role in providing independent assurance to the Audit Committee on the adequacy and effectiveness of internal controls.

• It also advises management on evolving risks and control enhancements, helping the organization anticipate and respond to emerging challenges.

• The internal audit plan is risk-based and aligned with key business objectives, with progress and key observations reviewed by the Audit Committee on a yearly basis.

• The Manager remains focused on leveraging technology to further enhance and embed control mechanisms across the organization.