Property Share Investment Trust- Propshare Titania Auditor Reports

ON SPECIAL PURPOSE COMBINED FINANCIAL STATEMENTS OF PROPSHARE TITANIA (A SECOND SCHEME OF PROPSHARE INVESTMENT TRUST)

To

The Board of Directors,

PropShare Investment Manger Private Limited

in its capacity as an investment manager of the Property Share Investment Trust ("Trust")

10^th Floor, SKAV Seethalakshmi,

21/22, Kasturba Road Bangalore - 560001 Karnataka, India

Opinion

We have audited the attached Special Purpose Combined Financial Statements of PropShare Titania (the "Scheme") and Eranthus Developers Private Limited which excludes the carved out portions of the assets constituting three floors with a total area of 1,70,183 sf, which is not proposed to form part of the Scheme (referred to as ‘Carved-out assets) (the "Titania SPV") (the Scheme and Titania SPV together referred to as "the Group"); which comprises the Combined Balance Sheet as at March 31, 2025, March 31, 2024 and March 31, 2023; Combined Statement of profit and loss (including other comprehensive income); the Combined Statement of Changes in Equity, the Combined Statement of Cash Flow 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 years ended March 31, 2025 and March 31, 2024; and a summary of material accounting policies and other additional financial disclosures as required under SEBI (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulations"), as amended from time to time and Securities and Exchange Board of India (SEBI) circular number SEBI/HO/DDHS/DDHS-PoD- 2/P/CIR/2025/64 dated May 07, 2025 (together referred to as the "Special Purpose Combined Financial Statements").

The Special Purpose Combined Financial Statements have been prepared in accordance with the basis of preparation as set out in Note 2 to the Special Purpose Combined Financial Statements.

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of report of other auditor on the separate financial statements and on the other financial information of the Titania SPV, the aforesaid Special Purpose Combined Financial Statements give a true and fair view in accordance with the basis of preparation set out in Note 2 to the Special Purpose Combined Financial Statements, of the state of affairs of the Group as at March 31, 2025, March 31, 2024 and March 31, 2023, its profit (including other comprehensive income), its changes in equity, and its cash flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, its combined net assets at fair value as at March 31, 2025 and its combined total returns at fair value for the years ended March 31, 2025 and March 31, 2024.

Basis for Opinion

We conducted our audit of the Special Purpose Combined Financial Statements in accordance with the Standards on Auditing (SAs) and other pronouncements issued by the Institute of Chartered Accountants of India (ICAI). Our responsibilities under those Standards are further described in the ‘Auditors Responsibilities for the audit of Special Purpose Combined Financial Statements section of our report. We are independent of the Group in accordance with the ‘Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Special Purpose Combined Financial Statements under the provisions of the Companies Act, 2013 (‘Act) and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Special Purpose Combined Financial Statements.

Emphasis of Matters

(i) We draw attention to Note 2 to the Special Purpose Combined Financial Statements, which describes the basis of preparation (including presentation) of this Special Purpose Combined Financial Statements. The Special Purpose Combined Financial Statements have been prepared by the Manager for inclusion in the Draft Key Information of the Scheme, Key Information of the Scheme and Final Key Information of the Scheme (collectively, the "Offer Documents") in connection with the proposed initial public offering of the units of the Scheme. As a result, the Special Purpose Combined Financial Statements may not be suitable for another purpose. Our report is intended solely for the purpose of inclusion in Offer Documents and is not to be used, referred to or distributed for any other purpose.

Our opinion is not modified in respect of these matters.

Responsibilities of Management and Those Charged with Governance for the Special Purpose Combined Financial Statements

The Board of Directors of the Manager is responsible for the preparation and presentation of the Special Purpose Combined Financial Statements that give a true and fair view of the financial position, financial performance, changes in equity, cash flows, net assets at fair value and total returns at fair value of the Group in accordance with the basis of preparation as set out in Note 2 to the Special Purpose Combined Financial Statements.

The respective Board of Directors of the Titania SPV included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding of the assets of the Titania SPV and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Special Purpose Combined Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Special Purpose Combined Financial Statements by the Board of the Directors of Manager, as aforesaid.

In preparing the Special Purpose Combined Financial Statements, the Board of Directors of the Titania SPV included in the Group are responsible for assessing the ability of the Titania SPV to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations or has no realistic alternative but to do so.

The Board of Directors of the of the Titania SPV included in the Group is also responsible for overseeing the Titania SPV financial reporting process.

Auditors Responsibilities for the audit of Special Purpose Combined Financial Statements

Our objectives are to obtain reasonable assurance about whether the Special Purpose Combined Financial Statements as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Special Purpose Combined Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Special Purpose Combined Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Groups internal control.

• Evaluate the appropriateness of accounting policies and reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Special Purpose Combined Financial Statements, including the disclosures, and whether the Special Purpose Combined Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the business activities within the Group of which we are the independent auditors and whose financial information we have audited, to express an opinion on the Special Purpose Combined Financial Statements. We are responsible for the direction, supervision and performance of the audit of the conversion and carve-out adjustments of the Titania SPV included in the Special Purpose Combined Financial Statements. For the Titania SPV included in the Special Purpose Combined Financial Statements, which has been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of Trust regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance of the Trust with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

The Titania SPV financial statements for the year ended March 31, 2023, March 31, 2024 and March 31, 2025, which reflect total assets of INR 3,886.79 million, INR 3,814.36 million and INR 3,908.47 million respectively, total revenues of INR 517.37 million, INR 587.06 million and INR 703.83 million respectively and net cash inflows/ (outflows) of INR 5.85 million, INR 14.41 million and INR 23.39 million respectively, prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) (‘IGAAP) which were audited by auditors of the Titania SPV whose reports have been furnished to us by the Management and our opinion on the Combined Financial Statements, in so far as it relates to the amounts and disclosures included in respect of Titania SPV is based solely on the reports of the other auditors.

The Board of Directors of the Manager has converted the financial statements of Titania SPV from the accounting standards notified under section 133 of the Companies Act 2013 read together with the Companies (Accounting Standards) Amendment Rules, 2006 (as amended from time to time) to 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; in accordance with the basis of preparation as set out in Note 2 to the Special Purpose Combined Financial Statements and Securities and Exchange Board of India (SEBI) circular number SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64 dated May 07, 2025. We have audited these conversion adjustments made by the Board of Directors of the Manager.

The Board of Directors of the Manager has carved out from the above mentioned Ind AS financial statements of Titania SPV basis the allocation stated in Note 2 to the Special Purpose Combined Financial Statements. We have audited these carve-out adjustments made by the Board of Directors of the Manager.

Our opinion in so far as it relates to the balances and affairs of Titania SPV based on the reports of other auditors and the conversion and carve-out adjustments prepared by the Board of Directors of the Manager and audited by us.

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Our opinion above on the Special Purpose Combined Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

As required by the REIT Regulations and based on our audit and on the consideration of report of the other auditors on financial statements/financial information and the other financial information of Titania SPV, as noted in the ‘other matter paragraph we report, to the extent applicable:

(a) We/the other auditors whose report we have relied upon, have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Special Purpose Combined Financial Statements;

(b) The Combined Balance Sheets, Combined Statements of Profit and Loss (including Other Comprehensive Income), Combined Cash Flow Statements and Combined Statements of Changes in Equity, dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Special Purpose Combined Financial Statements; and

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

For ASA & Associates LLP

Chartered Accountants

(Firms Reg. No. 009571N/ N500006)

Vinay K S

Partner

Membership No.223085

UDIN: 25223085BMKSGB4552

Place: Bengaluru

Date: 07^th July 2025

PropShare Titania

(a second scheme of the Property Share Investment Trust)

SM REIT Reg No (Trust): IN/SM-REIT/24-25/0001

Special Purpose