C&W Valuation Report - Brookfield REIT - Feb 2021

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Summary Valuation Report:

Portfolio of Brookfield India Real Estate Trust


Date of Valuation: 30 September 2020
Date of Report: 13 January 2021

Submitted to:
Brookprop Management Services Private Limited

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Disclaimer
This report is prepared exclusively for the benefit and use of Brookprop Management Services Private Limited
(“Brookprop” or the “Recipient” or the “Company” or the “Manager”) and / or its associates and other than
publication in offering document(s), advertisement related material, presentations, research reports, publicity
materials, press releases prepared in connection with the proposed initial public offering of the units of Brookfield
India Real Estate Trust ("Brookfield India REIT") does not carry any right of publication or disclosure to any other
party. Brookprop as the Manager to Brookfield India REIT, a Real Estate Investment Trust under the Securities and
Exchanges Board of India (Real Estate Investment Trust), 2014 and amended till date (“SEBI (REIT) Regulations”). The
Company may share the report with its appointed advisors for any statutory or reporting requirements, in connection
with the proposed initial offering of units by Brookfield India REIT. Neither this report nor any of its contents may be
used for any other purpose other than the purpose as agreed upon in the Letter of Engagement (“LOE”) dated 1
November 2019 without the prior written consent of the Valuer.

The information in this report reflects prevailing conditions and the view of the Valuer as of its date, all of which are,
subject to change. In preparation of this report, the accuracy and completeness of information shared by the
Company has been relied upon and assumed, without independent verification, while applying reasonable
professional judgment by the Valuer.

This report has been prepared upon the express understanding that it will be used only for the purposes set out in the
LOE dated 1 November 2019. The Valuer is under no obligation to provide the Recipient with access to any additional
information with respect to this report unless required by any prevailing law, rule, statute or regulation.

This report should not be deemed an indication of the state of affairs of the real estate financing industry nor shall it
constitute an indication that there has been no change in the business or state of affairs of the industry since the date
of preparation of this document.

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Contents
1 Instruction ................................................................................................................................................. 4
1.1 Instructing Party .............................................................................................................................................. 4
1.2 Purpose and Date of Valuation ........................................................................................................................ 4
1.3 Reliant Parties .................................................................................................................................................. 4
1.4 Limitation of Liability ....................................................................................................................................... 4
1.5 Professional Competency of the Valuer .......................................................................................................... 5
1.6 Disclosures ....................................................................................................................................................... 6
1.7 Assumptions, Disclaimers, Limitations & Qualifications to Valuation ............................................................. 7
2 Valuation Summary ................................................................................................................................. 10
2.1 Assumptions, Disclaimers, Limitations & Qualifications ................................................................................ 11
3 Valuation Approach and Methodology .................................................................................................... 12
3.1 Purpose of Valuation ..................................................................................................................................... 12
3.2 Valuation Guideline and Definition ............................................................................................................... 12
3.3 Valuation Approach ....................................................................................................................................... 12
3.4 Valuation Methodology ................................................................................................................................. 12
3.5 Information Sources ...................................................................................................................................... 14
4 REIT Portfolio .......................................................................................................................................... 15
4.1 Candor Techspace IT/ITeS SEZ, Dundahera, Gurugram (G2) ......................................................................... 15
4.2 Candor Techspace IT/ITeS Park, Sector 62, Noida (N1) ................................................................................. 17
4.3 Candor Techspace IT/ITeS SEZ, New Town, Rajarhat, Kolkata (K1) ............................................................... 19
4.4 Kensington (A & B) IT/ITeS SEZ, Powai, Mumbai (Kensington) ...................................................................... 22

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1 Instruction
1.1 Instructing Party
Brookprop (hereinafter referred to as the “Instructing Party” or the “Client”), in its capacity as the Manager
of the Brookfield India REIT, has appointed Mr. Shubhendu Saha, MRICS, registered as a valuer with the
Insolvency and Bankruptcy Board of India (IBBI) for the asset class Land and Building under the provisions of
the Companies (Registered Valuers and Valuation) Rules, 2017 (hereinafter referred as the “Valuer”) to
undertake the valuation of office properties located across Gurugram, Noida, Kolkata and Mumbai (together
herein referred as “Subject Properties” mentioned below).
S.no Asset Location City Type REIT Ownership
REIT Portfolio
1 Candor Techspace G2 Sector 21 Gurugram IT/ITes SEZ 100% 1
2 Candor Techspace N1 Sector 62 Noida IT/ITes Park 100%
3 Candor Techspace K1 New Town Rajarhat Kolkata IT/ITes SEZ 100%
4 Kensington Powai Mumbai IT/ITes SEZ 100%
1. Property has a 28% JDA interest structured as a revenue share to the landowner.

The exercise has been carried out in accordance with the instructions (Caveats & Limitations) detailed in
Section 1.7 of this report. The extent of professional liability towards the Client is also outlined within these
instructions.

1.2 Purpose and Date of Valuation


It is understood the purpose of this valuation exercise is for the initial public offering of the Brookfield India
REIT under the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 [SEBI
(REIT) Regulations], as amended, together with circulars, clarifications, guidelines and notifications issued
thereunder by SEBI.
With respect to the aforementioned initial public offering, this valuation summary (“Summary Valuation
Report”) is intended to be included in the offer document to be filed by the Brookfield India REIT with SEBI
and the stock exchanges where the units of the Brookfield India REIT are intended to be listed. Additionally,
any other relevant documents for the initial public offering such as publicity material, research reports,
presentation and press releases may also contain this report or any part thereof. This Summary Valuation
Report is a summary of the “Valuation Reports” dated 13 January 2021 issued by Mr. Shubhendu Saha.

1.3 Reliant Parties


The Reliant Parties would mean Brookprop, Brookfield India REIT and their unitholders and Axis Trustee
Services Limited (“Trustee”). The reliance on this report is extended to the Reliant Parties for the purpose as
highlighted in this Summary Valuation Report. The auditors, lawyers and book running lead managers, would
be extended reliance by the Valuer but would not be liable to such parties, except in case of gross negligence
and wilful misconduct by the Valuer.
The valuation exercise is conducted strictly and only for the use of the Reliant Parties and for the purpose
specifically stated. The Instructing Party shall make all reliant parties aware of the terms and conditions of the
agreement under which this exercise is being undertaken and take due acknowledgements to the same effect.

1.4 Limitation of Liability


• The Valuer has provided the services exercising due care and skill but does not accept any legal liability
arising from negligence or otherwise to any person in relation to possible environmental site

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contamination or any failure to comply with environmental legislation, which may affect the value of the
properties. Further, the Valuer shall not accept liability for any errors, misstatements, omissions in the
report caused due to false, misleading or incomplete information or documentation provided to him by
the Instructing Party.
• The Valuer’s maximum aggregate liability for claims arising out of or in connection with the Valuation,
under this contract shall not exceed the professional indemnity insurance obtained by him. As on the
date of Letter of Engagement (“LOE”) and this report the professional indemnity insurance maintained
by the Valuer is for INR 50 Million (Indian Rupees Fifty Million).
• In the event that any of the BSREP India Holdings V Pte. Ltd (the “Sponsor”), Manager, Trustee, Brookfield
India REIT or the book running lead managers, or other intermediaries appointed in connection with the
initial public offering be subject to any claim (“Claim Parties”) in connection with, arising out of or
attributable to the Valuation, the Claim Parties will be entitled to require the Valuer, to be a necessary
party/ respondent to such claim and the Valuer shall not object to his inclusion as a necessary party/
respondent. However, the legal cost with respect to appointment of lawyers by the Valuer as a
respondent/ defendant shall be borne by the Client. If the Valuer, as the case may be, does not co-operate
to be named as a necessary party/ respondent to such claims or co-operate in providing adequate/
successful defence in defending such claims, the Claim Parties jointly or severally will be entitled to
initiate a separate claim against the Valuer in this regard and his liability shall extend to the value of the
claims, losses, penalties, costs and liabilities incurred by the Claim Parties.
• The Valuer is neither responsible for any legal due diligence, title search, zoning check, development
permissions and physical measurements nor undertake any verification/validation of the zoning
regulations/development controls etc.

1.5 Professional Competency of the Valuer


Mr. Shubhendu Saha, the Valuer for the Subject Property is registered as a valuer with IBBI for the asset class
Land and Building under the provisions of The Companies (Registered Valuers and Valuation) Rules, 2017
since 15 May 2019. He completed his Bachelor’s in Planning from the School of Planning and Architecture,
New Delhi in 1997 and Master’s in Management Studies from Motilal Nehru National Institute of Technology,
Allahabad in 1999.
Mr. Saha has more than 20 years of experience in the domain of urban infrastructure and real estate advisory.
From 2009 to 2015, he was the national practice head of Valuation Advisory services of DTZ International
Property Advisers Private limited (now known as Cushman and Wakefield Property Advisers Private Limited),
a leading International Property Consulting firm in India. He also led the business solutions and consulting
services for the property management business of Cushman and Wakefield India Private Limited from 2015
to 2017. In early part of his career, he worked with renowned organisations like ICRA Limited, Copal Research
(now known as Moody’s Analytics) and National Council of Applied Economic Research. His last employment
was with PwC as Director Real Estate Advisory before he started his practice as an independent valuer.
As the leader of valuation services business at DTZ, Mr. Saha authored India specific guidelines of the RICS
Valuation Standards (“Red Book”) for financial accounting, taxation and development land, which became
part of the 7th edition of Red Book. He is the first registered valuer under the provisions of the Companies
(Registered Valuers and Valuation) Rules, 2017 to undertake the valuation of REIT assets for an IPO. Mr. Saha
also led the valuation of India’s first listed portfolio of healthcare assets at Singapore Stock Exchange as a
Business Trust and led numerous valuation exercises for multiple private equity funds, real estate funds,
financial institutions, developers and corporates across asset classes of commercial, retail, residential and
hospitality. His clientele includes, Mindspace REIT, Embassy REIT, Air India, HDFC, Religare Health Trust, Duet

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Hotels, DLF, RMZ, K Raheja Corp, Embassy Group, Citibank, Tishman Speyer, IL&FS, HSBC, IDFC, Ascendas India
etc.

1.6 Disclosures
The Valuer declares and certifies that:
• He is eligible to be appointed as a valuer in terms of Regulation 2(1)(zz) of the Securities and Exchange
Board of India (Real Estate Investment Trusts) Regulations, 2014 along with SEBI (REIT) (Amendment)
Regulations, 2016 with the valuation exercise having been conducted and valuation report prepared in
accordance with aforementioned regulations.
• He is not an associate of the Sponsor, the Instructing Party or the Trustee for the Brookfield India REIT.
• He is registered with IBBI as registered valuer for asset class Land and Building under the provisions of
the Companies (Registered Valuer and Valuation) Rules, 2017.
• He has more than a decade’s experience in leading large real estate valuation exercises comprising
investment portfolios of various real estate funds, trusts and corporates comprising diverse assets like
residential projects, retail developments, commercial office buildings, townships, industrial facilities, data
centres, hotels, healthcare facilities and vacant land and therefore has adequate experience and
qualification to perform property valuations at all times.
• He has not been involved in acquisition or disposal within the last twelve months of any of the properties
valued under this summary valuation report.
• He has educational qualifications, professional knowledge and skill to provide competent professional
services.
• He has adequate experience and qualification to perform property valuation and is assisted by sufficient
key personnel who have the adequate experience and qualification to perform property valuation.
• He is not financially insolvent and has access to financial resources to conduct his practice effectively and
meet his liabilities.
• He has ensured that adequate and robust internal controls are in place to ensure the integrity of the
Valuation Report.
• He is aware of all statutes, laws, regulations and rules relevant to this valuation exercise.
• He has conducted the valuation exercise without any influence, coercion or bias and in doing so rendered
high standards of service, ensured due care, and exercised due diligence and professional judgment.
• He has acted independently and with objectivity and impartiality in conducting this valuation exercise.
• The valuation exercise that has been undertaken is impartial, true and to his best understanding and
knowledge, fair and in accordance with the Securities and Exchange Board of India (Real Estate
Investment Trusts) Regulations, 2014 along with subsequent amendments.
• He or any of his employees involved in valuing the assets of the Brookfield India REIT have not invested
nor shall invest in the units of Brookfield India REIT or in securities of any of the Subject Properties being
valued till the time he is designated as the Valuer and not less than six months after ceasing to be the
Valuer of the Brookfield India REIT.
• He has discharged his duties towards Brookfield India REIT in an efficient and competent manner, utilising
his professional knowledge, skill and experience in best possible way to conduct the valuation exercise.
• He has conducted the valuation of the Subject Properties with transparency and fairness and rendered,
at all times, high standards of service, exercise due diligence, ensure proper care and exercised
independent professional judgment.

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• He has not and shall not accept any remuneration, in any form, for conducting valuation of any of the
Subject Properties of Brookfield India REIT from any person or entity other than Brookfield India REIT or
its authorised representatives.
• He has no existing or planned future interest in the Client, Trustee, Manager, Brookfield India REIT, the
Sponsor, or the Sponsor Group or the Special Purpose Vehicles (“SPVs”) and the fee for this valuation
exercise is neither contingent upon the values reported nor on success of any of the transactions
envisaged or required as part of the initial public offering or listing process.
• The valuation reported is not an investment advice and should not be construed as such, and specifically
he does not express any opinion on the suitability or otherwise of entering into any financial or other
transaction with the Client or the SPVs.
• He shall, before accepting any assignment from any related party to Brookfield India REIT, disclose to
Brookfield India REIT, any direct or indirect consideration which the Valuer may have in respect of such
assignment
• He shall disclose to the Trustee of Brookfield India REIT, any pending business transaction, contracts under
negotiations and other arrangements with the Instructing Party or any other party whom the Brookfield
India REIT is contracting with or any other factors which may interfere with his ability to give an
independent and professional conduct of the valuation exercise; as on date the Valuer has no constraints
towards providing an independent professional opinion on the value of any of the Subject Properties.
• He has not and shall not make false, misleading or exaggerated claims in order to secure or retain his
appointment.
• He has not and shall not provide misleading opinion on valuation, either by providing incorrect
information or by withholding relevant information.
• He has not accepted this instruction to include reporting of the outcome based on a pre-determined
opinions and conclusions required by Brookfield India REIT.
• The valuation exercise has been conducted in accordance with internationally accepted valuation
standards as required by SEBI (REIT) Regulations and The Companies (Registration of Valuers and
Valuation) Rules, 2017.
• He notes that there are encumbrances, however, no options or pre-emptions rights in relation to the
assets based on the title report prepared by Ind-Legal, Fox & Mandal and DSK Legal (hereinafter
collectively referred to as “Legal Counsel”).

1.7 Assumptions, Disclaimers, Limitations & Qualifications to Valuation


While the Valuation Report has been prepared independently by the Valuer, the report and this summary is
subject to the following:
a. The valuation exercise is based on prevailing market dynamics as on the date of valuation without taking
into account any unforeseeable event or developments, which could impact the valuation in the future.
b. Novel Coronavirus disease (Covid-19) has been declared as a pandemic by the World Health Organization
(WHO). Measures adopted by governments across the globe in form of lockdowns, restricting economic
activities, people movement, etc. have disrupted businesses and economies. In India as well, the
government has adopted similar measures to contain the spread of Covid-19 which has caused business
disruptions and slowdown in economic activity. Real estate sector like many other sectors is going
through challenges posed by Covid-19 disruptions. Though the magnitude of the pandemic and its future
impact on businesses is difficult to predict due to the uncertainties caused by Covid-19, the commercial
real estate sector has so far shown reasonable resilience to the disruptions caused by Covid-19 and
therefore we expect Covid-19 pandemic to have a short term impact on the demand for commercial real

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estate. We expect the long-term demand for commercial real estate to remain intact and therefore our
valuation assumptions reflect our long-term expectation while taking into account any short-term
impacts.
c. The valuation exercise is not envisaged to include all possible investigations with respect to the Subject
Properties and wherein certain limitations to the investigations and inspections carried out are identified
so as to enable the Reliant Party/Parties to undertake further investigations wherever considered
appropriate or necessary prior to reliance. The Valuer has undertaken visual inspection of the Subject
Properties and is not liable for any loss occasioned by a decision not to conduct further investigation or
inspections.
d. Assumptions, being an integral part of any valuation exercise, are adopted as valuation is a matter of
judgment and many parameters utilized to arrive at the valuation opinion may fall outside the scope of
expertise or instructions of the Valuer. The Reliant Parties accepts that the valuation contains certain
specific assumptions and acknowledge and accept the risk that if any of the assumptions adopted to arrive
at the valuation estimates turns out to be incorrect, there may be a material impact on the valuations.
Complete set of assumptions are mentioned in Valuation Reports dated 13 January 2021.
e. The valuation exercise is based on the information shared by the Instructing Party or the Client, which
has been assumed to be correct and used to conduct the valuation exercise while applying reasonable
professional judgment by the Valuer. In case of information shared by any third party and duly disclosed
in the report, the same is believed to be reasonably reliable, however, the Valuer does not accept any
responsibility should those prove not to be so.
f. Any statement regarding any future matter is provided as an estimate and/or opinion based on the
information known at the date of this report. No warranties are given regarding accuracy or correctness
of such statements.
g. Any plan, map, sketch, layout or drawing included in this report is to assist reader in visualizing the
relevant property and are for representation purposes only with no responsibility being borne towards
their mathematical or geographical accuracy.
h. Except as disclosed by the Client, it is assumed that the Subject Properties are free from any
encroachments and available on the date of valuation.
i. For the purpose of this valuation exercise, reliance has been made on the Title Reports prepared by the
Legal Counsels for each of the Subject Properties and no further enquiries have been made with
authorities in this regard. It is understood that the Subject Properties have encumbrances disputes and
claims, however, the Valuer does not have the expertise or the purview to verify the veracity or quantify
these encumbrances, disputes or claims. For the purpose of this valuation exercise, it is assumed that
respective Subject Properties have clear and marketable titles.
j. The current zoning of the Subject Properties has been assessed on the basis of review of various
documents including title reports shared by the Instructing Party and the current land use maps publicly
available. The same has been considered for the purpose of this valuation exercise. Additionally, it is also
assumed that the development on the Subject Properties adheres/would adhere to the development
regulations as prescribed by the relevant authorities. No further enquiries have been made with the
competent jurisdictional authorities to validate the legality of the same.
k. The total developable/developed area, leasable area, site/plot area considered for this valuation exercise
is based on the Architect’s Certificate shared by the Instructing Party and the same has been checked
against the approvals/layout plans/building plans provided by the Client. However, no additional
verification and physical measurement for the purpose of this valuation exercise has been undertaken.

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l. In absence of any information to the contrary, it is assumed that there are no abnormal ground conditions
nor archaeological remains present, which might adversely affect the current or future occupation,
development or value of the Subject Properties and the Subject Properties are free from any rot,
infestations, structural or latent defect; no currently known deleterious or hazardous materials or suspect
techniques are used in construction or subsequent alterations or additions to the property and comments
made in the property details do not purport to express an opinion about an advice upon the conditions
of uninspected parts and should be taken as making an implied representation or statement about such
parts.
m. It is also stated that this is a valuation report and not a structural survey.
n. Unless specifically disclosed in the report, no allowances are made with respect to any existing or
proposed local legislation relating to taxation on realization of the sale value of the Subject Properties.
o. Given the evolving and maturing real estate markets in India, any comparable evidences (if any) or market
quotes provided has been limited to basic details such as area of asset, general location, price/rate of
transaction or sale and any other specific details that are readily available in public domain only shall be
shared. Any factual information such as tenants’ leasable area, lease details such as, rent, lease/rent
commencement and end dates, lock-in period, rent escalation terms etc. with respect to Subject
Properties is based on the documents/information shared by the Client/Instructing Party and the same
has been adopted for the purpose of this valuation exercise. While few lease deeds have been reviewed
on a sample basis, the Valuer does not take any responsibility towards authenticity of the rent rolls shared
by the Client. Any change in the aforementioned information will have an impact on the valuation
estimates and, in that case, the same would need to be reassessed. The relevant information sources are
mentioned in Valuation Reports dated 13 January 2021.
p. All measurements, areas and property age quoted/mentioned in the report are approximate. The areas
of Subject Property are based on Architect’s certificate as mentioned in (k) above.
q. The Valuer is not an advisor with respect to any tax, regulatory or legal matters with respect to initial
public offering of units by Brookfield India REIT. No investigation or enquiries on the holding entity or any
SPV’s claim on the title of the Subject Properties has been made and the same is assumed to be valid
based on the information shared by the Client/Instructing Party. No consideration shall be / has been
given to liens or encumbrances against them. Therefore, no responsibility is assumed for matters of a
legal nature.
r. Kindly note that quarterly assessment of cash flows has been undertaken for the purpose of this valuation
exercise.

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2 Valuation Summary
The following table highlights the summary of the market value of each of the Subject Properties which is
part of the proposed Brookfield India REIT as on 30 September 2020.
Leasable area (Million sq. ft.) 1 Market Value (in INR Million)
Under-
S. Asset Future Construction
Complet Under
No. Name Development Completed / Future Total
ed Construction
Potential Development
Potential
REIT Portfolio
1 G2 3.86 NA 0.10 43,022 560 43,5822
2 N1 1.85 0.08 0.87 16,723 3,013 19,736
3 K1 3.06 NA 2.68 21,001 4,381 25,382
4 Kensington 1.54 NA NA 25,374 NA 25,374
TOTAL 10.31 0.08 3.65 106,119 7,954 114,074
Note: All figures in the above table are rounded.
1. Based on Architect’s Certificate
2. Property has a 28% JDA interest structured as a revenue share to landowner. The valuation is only for the interest of Brookfield India
REIT in the property.

Brookfield India REIT Portfolio Composition (Market Value)

7.0%

93.0%

Completed as of 30 September 2020 Under Construction/ Future Development

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3 Valuation Approach and Methodology
3.1 Purpose of Valuation
The purpose of this valuation exercise is to estimate the value of the Subject Properties forming a part of the
portfolio of Brookfield India REIT, for an initial public offering under the SEBI (Real Estate Investment Trust)
Regulations, 2014, as amended, together with clarifications, guidelines and notifications thereunder.

3.2 Valuation Guideline and Definition


Given the purpose of valuation as mentioned above, the valuation exercise has been carried out to estimate
the “Market Value” of the Subject Properties in accordance with the IVSC International Valuation Standards
issued on 31 July 2019, effective from 31 January 2020.
As per IVSC International Valuation Standards, “Market Value” is defined as ‘The estimated amount for which
an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an
arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably,
prudently and without compulsion.’

3.3 Valuation Approach


The valuation for the Subject Properties being Market Value, has been derived by adopting income approach,
utilising the discounted cash flow method with rental reversion.
The income approach is based on the premise that value of an income producing asset is a function of future
benefits and income derived from that asset. Using this valuation method, future cash flows from the property
are forecasted using precisely stated assumptions. This method allows for the explicit modelling of income
and cost associated with the property. These future financial benefits are then discounted to a present-day
value (valuation date) at an appropriate discount rate. A variation of the Discounted Cash Flow Method is
mentioned below.
Income Approach - Discounted Cash Flow Method using Rental Reversion
Given the market practice in most commercial/ IT developments involves contracting tenants in the form of
pre-commitments at sub-market rentals to increase the attractiveness of the property to prospective tenants.
Such benefits are typically extended to anchor tenants. Additionally, there are instances of tenants paying
above-market rentals for certain properties as well (primarily owing to market conditions at the time of
contracting the lease). In order to arrive at a unit value for these tenancies, we have normalised the impact
of such sub/above market leases on the valuation of the Subject Property by estimating the rental revenue
achievable at the end of the term, based on the expected rents in the market.

3.4 Valuation Methodology


In order to compute the Market Value of the Subject Properties it is prudent to understand the market
dynamics and the location where the Subject Property is located (existing and future supply, demand from
occupiers, average office space take up by an occupier in a particular sector, existing vacancy numbers and
the rentals, likely growth of the office space etc.). Understanding of the micro market positioning (where the
Subject Property is located) with respect to a location is also very important. The next step then becomes to
understand the situation of the Subject Property (current achievable rentals, vacancy numbers, competing
supply in the micro market etc.) with respect to the micro market.
Each of the steps required to assess the Market Value of the Subject Properties is detailed below. The same
have been elaborated in the Valuation Reports also.

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Market and Location Assessment:
The Client appointed Cushman & Wakefield (CWI) to prepare an independent industry and market research
report, which has been relied upon and reviewed by the Valuer to develop the understanding and assess the
relevant micro-markets of the Subject Properties. The said review, was carried out in the following manner:
i. Market dynamics influencing the rents along with Subject Property rents were studied in detail.
Further, the location setting of the Subject Properties in the respective micro-markets were assessed.
Analysis of the micro-market was undertaken primarily based on the findings of the industry/market
report prepared by CWI and readily available information in public domain to ascertain the transaction
activity of office space. The analysis entailed review of comparable properties in terms of potential
competition (both completed and under-construction/future developments), comparable recent lease
transactions witnessed in the micro-market along with the trends in leasing within the Subject
Properties in recent past, wherever available. This analysis enabled the Valuer to have an informed
opinion on the market rent (applicable rental for the micro-market where the respective Subject
Properties are located) and achievable market rent (Valuer’s view on achievable rent for the respective
Subject Properties for leasing vacant spaces, potential leasable area under development or planned as
well as upon re-leasing of the existing let out area).
ii. For tenants occupying relatively large space within the Subject Properties, where there may be some
instances of areas being let out at lower than market rent, it is assumed that the leases shall revert to
market rent following the expiry of the lease, factoring appropriate re-leasing time.
Portfolio Assessment:
i. As the first step, the rent rolls (which includes review of corresponding leases deeds) on a reasonable
sample basis were reviewed to identify tenancy characteristics for the Subject Properties. As part of
the rent roll review, major tenancy agreements were reviewed on a reasonable sample basis. For
example, for G2 we have reviewed lease deeds of top 10 tenants contributing nearly 90% of gross
contractual rentals of the subject property).
ii. For anchor/large tenants, adjustments on achievable market rent or additional lease-up timeframe
have been adopted upon lease reversion wherever relevant.
iii. Title reports, Architect’s certificates and other related documents as mentioned in earlier sections of
the report were reviewed for validation of area details, ownership interests of the Subject Properties.
iv. Physical site inspections were undertaken to assess the current status of the Subject Properties.

Preparation of Future Cash Flows:


i. Net operating income (NOI) has primarily been used to arrive at the Market Value of the Subject
Properties. The cash flows for the operational, under construction and future development area have
been projected separately for the purpose of estimating and reporting valuation in accordance with
the SEBI (REIT) Regulations
ii. The projected future cash flows from the property are based on existing lease terms for the operational
area till the expiry of the leases or re-negotiation, whichever is earlier, following which, the lease terms
have been aligned with market rents achievable by the Subject Properties. For vacant area, under-
construction area and future development area, the achievable market rent-led cash flows are
projected factoring appropriate lease-up time frame for vacant/under-construction/future
development area. These cash flows have been projected for 10-year duration from the date of
valuation wherein 11th year NOI is capitalized (for assessment of terminal value based on NOI). These

461
future cash flows are then discounted to present-day value (valuation date) at an appropriate discount
rate.
Each of the lease was assessed to project the cash flows for a period of 10 years. The assessment was
carried out in the following manner:
Rental income from existing tenants up to the period of lease expiry, lock-in expiry,
escalation milestones, etc. is projected whichever is applicable. In the event of any
vacant spaces, achievable market-rent is assumed for future income for such spaces
Step 1
with suitable time for leasing up the space.
This data is then used to generate market aligned revenue stream from existing and
potential tenants for the desired time period.
In the event the escalated contracted rent is higher than the achievable market rent by
15%, the contracted terms are ignored, and the terms are reverted to market. In the
event the escalated contracted rent is below 115% of the achievable market rent, the
Step 2
contracted terms are adopted going forward until the next lease review/ renewal. Intent
of this step is to project the rental income for respective leases until lease expiry as well
as post expiry.
Computing the monthly rental income projected as part of Step 2 and translating the
Step 3 same to a quarterly income (for the next 10 years and NOI of the 11th year – considered
for calculation of terminal value).

iii. Recurring operational expenses, fit-out income (wherever applicable, however, the same has not been
included in the NOI for the purpose of arriving at the terminal value by capitalisation) and vacancy
provision have been adopted in-line with prevalent market practices and conditions. In addition,
appropriate rent-free periods have been adopted during lease roll-overs to consider potential rent-free
terms as well as outflows towards brokerage. For all Subject Properties, operational revenues and
expenses of the respective properties are reviewed to understand the recurring, non-recurring,
recoverable and non-recoverable expenses and accordingly estimate the margins on the common area
maintenance income, which accrues as cash inflows to the Subject Properties and normalised for the
purpose of cash flow projections. The 1-year forward income for the 11th year has been capitalized to
assess the terminal value of the development at the end of year 10.

3.5 Information Sources


Property related information relied upon for the valuation exercise have been provided to the Valuer by the
Client and the market data has been provided by Cushman and Wakefield, unless otherwise mentioned. The
documents provided has been assumed to be a true copy of the original. The rent rolls have been cross
checked with the lease deeds on a sample basis only to ensure its correctness.

462
4 REIT Portfolio
4.1 Candor Techspace IT/ITeS SEZ, Dundahera, Gurugram (G2)
Property Description
G2 is located at Old Delhi – Gurugram road, Dundahera, Gurugram, Haryana – 122001, India. The approximate
land area of G2 is 28.526 acres (based on review of Architect’s Certificate).

Statement of Assets
G2 constitutes 13 completed buildings along with future development area. The listing of buildings under each
component is as follows:
Completed buildings with Occupancy Certificate (OC) received – Tower 1, 2, 3, 4 (Amenity Block-1), 4A
(Amenity Block-2), 5, 6, 7, 8A, 8B, 9, 10 (MLCP), 11
Future development – The future development has leasable area of 99,924 sq. ft. The leasable area of the
future development is indicative and is subject to change once the internal business plans are in place or the
construction is completed.
The area statement for G2 is as follows:
Committed
Components No. of buildings Leasable Area (sq. ft.) Usage type
Occupancy*
Completed 13 3,855,998 IT/ITeS SEZ 91.5%^
Future Development NA 99,924 IT/ITeS SEZ NA
Total 13 3,955,922
Source: Architect’s Certificate, ^Rent Rolls as on 30 September 2020, Lease Deeds/Leave and License Agreements
*Committed Occupancy = (Occupied area + Completed area under Letters of Intent)/ Completed area
Brief Description
G2 is an IT/ITeS SEZ office space developed in a campus format offering large floor plates with significant open
/ green areas and number of amenities for occupiers. There are 13 completed buildings comprising 11 office
towers (including one MLCP) occupied by multiple tenants and two amenity blocks - Block 4 (Amenity Block-
1) and 4A (Amenity Block-2). The amenity blocks constitute retail area of 90,413 sq. ft. catering to all basic
requirement of occupiers viz. F&B (in form of multi- cuisine food courts and in-house kitchens), pharmacy,
bank ATM, creche, sports arena, wellness centre, convenience store, dental clinic etc. In addition, Tower 10
(MLCP) constitutes 98,746 sq. ft. of office area and 2,89,035 sq. ft. of car parking area to cater to 499 cars
parking. G2 has two entry and two exit gates, which are managed according to the campus traffic circulation
plan. Apart from regular upgradation activities, G2 has witnessed a major revamp (both inside and outside
the campus) leading to overall improved aesthetics. G2 has been awarded IGBC Platinum Rating for
sustainability in addition to the group wide ISO certification for Quality, Environmental and Occupational
Health & Safety Management Systems namely ISO 9001, ISO 14001 and OHSAS 18001.
G2 is located in an established office, residential and retail micro-market of Gurugram. The office supply in
the vicinity comprises investment and sub investment grade developments, constituting a mix of IT and Non-
IT developments primarily skewed towards IT. Some of the prominent office developments in the vicinity
include DLF Cyber City, DLF Cyber Park, Ambience Corporate Tower etc.
G2 is within close proximity to some of the renowned hotels like The Oberoi/ Trident, Hyatt Place, Radisson,
Leela Ambience etc. and is well connected to major locations in the city as well as in the NCR via multiple
modes of communication.

463
The distances (approximately) to G2 from major landmarks of NCR are as follows:

02 km from NH 03 km from IndusInd 09 km from 09 km from 03 km from DLF Cyber City


48 (Delhi – Jaipur Cyber City Rapid Gurugram IGI Airport 23 km from Connaught
highway) Metro Station Railway Station Place
The map illustrating the location, infrastructure and nearby office developments is provided below:
To Dw arka To Delhi
LEGEND

Candor Techspace G2

National Highway
4
AMBIENCE
Major Roads
MALL
3 Metro Station
2 4
2 1 DMRC Yellow Line Metro
SHANKAR DLF CYBER
CHOWK CITY DMRC Rapid Metro

1 Proposed Metro Line

1 DLF Cyber City


3 DLF Cyber Park
2

3 RMZ Crest

4 Ambience Corporate Towers


To Gurugram

To Delhi 1 The Oberoi/ Trident


IFFCO
CHOWK 2 Hyatt Place

3 Radisson

To Gurugram To Jaipur 4 The Leela Ambience

Note: The DMRC Yellow Line metro is proposed to be extended from HUDA City Centre to Udyog Vihar, via Old Gurugram
and finally terminating at DLF Moulsari Avenue rapid metro station. However, exact locations of metro stations are yet to
be finalized. Also, a station for Delhi – Alwar RRTS is proposed at Old Delhi – Gurugram road in Udyog Vihar near subject
property. The source for the said metro routes is the information available in the public domain and may differ subject to
final approvals.
Source: C&WI Research
(Map not to scale)
Key Assumptions
Particulars Unit Information
Revenue Assumptions (as on 30/09/2020)
Lease Completion of Completed Building Qtr, Year Q2 FY 2022-23
Current Effective Rent INR/sq. ft./mth 78
Achievable Market Rent INR/sq. ft./mth 82
Parking Charges INR/bay/mth 5,000
Development Assumptions
Future Development: 319
Remaining Capital Expenditure INR Million
General Development: 97
Future Development: Q1 FY
Expected Completion Date Qtr, Year
2023-24
Other Financial Assumptions
Cap Rate % 8.00
WACC (Complete/ Operational) % 11.75
WACC (Under-construction/ Future Development) % 13.00
Market Value
The market value of financial interest* in G2 as on 30 September 2020 is as follows:
INR 43,582 Million
(Indian Rupees Forty-Three Billion Five Hundred and Eighty-Two Million Only)
* Property has a 28% JDA interest structured as a revenue share to the landowner.

464
4.2 Candor Techspace IT/ITeS Park, Sector 62, Noida (N1)
Property Description
N1 is located at Plot no. B2, sector 62, Noida, Gautam Buddha Nagar, Uttar Pradesh, 201301, India. The
approximate land area of N1 is 19.250 acres (based on review of Architect’s Certificate).

Statement of Assets
N1 constitutes 9 buildings and can be segregated under three components viz. completed, under-construction
and future development buildings. The listing of buildings under each component is as follows:
Completed buildings with Occupancy Certificate (OC) received – Block 1, 2, 3, 6, 5 & 7 (Amenity Block)
Under-construction buildings – 8 (Amenity Block)
Future development buildings – Block 4A, 4B & Block 7 (Extension of the Amenity Block)*. The leasable area
of the future development is indicative and is subject to change once the internal business plans are in place
or the construction is completed.
The area statement for N1 is as follows:
Committed
Components No. of buildings Leasable Area (sq. ft.) Usage type
Occupancy**
Completed 6 1,850,188 IT/ITeS Park 71.6%^
Under Construction 1 79,762 IT/ITeS Park NA
Future Development 2 868,523 IT/ITeS Park NA
Total 9 2,798,473
Source: Architect’s Certificate, ^Rent Rolls as on 30 September 2020, Lease Deeds/Leave and License Agreements
*The extension of Block 7 (Amenity Block) with an area of 10,064 sq. ft is future development and has not been counted as
an additional tower for the purposes of computing the number of buildings in the future development component. The
same has been considered under Block 8 (Amenity Block) for the Valuation exercise.
**Committed Occupancy = (Occupied area + Completed area under Letters of Intent)/ Completed area
Brief Description
N1 is an IT/ITeS office space developed in a campus format offering large floor plates with significant open /
green areas and number of amenities for occupiers. There are six completed buildings comprising five office
towers occupied by multiple tenants and one building comprising amenity block. Block 5 is recently completed
office tower with 481,161 sq. ft. of leasable area. Amenity Block constitutes retail area of 29,068 sq. ft. catering
to all basic requirement of occupiers viz. F&B (in form of multi-cuisine food court), 24x7 paramedics, Day Care
Centre, bank ATM, salon, convenience store, pharmacy etc. In addition, there are one under construction
Block 8 (Amenity Block) and two future development buildings (Block 4A and 4B) comprising office blocks.
Further, Block 8 constituting 79,762 sq. ft. shall offer a separate F&B hub and shall be open to public along
with inhouse occupiers. N1 has two entry and two exit points, which are managed according to the campus
traffic circulation plan. N1 has been awarded 5 Star rating by the Bureau of Energy Efficiency (BEE) in addition
to the group wide ISO 9001,14001 and OHSAS 18001 Certification.
N1 is located in sector 62, which is an institutional sector characterized by the presence of large public and
private sector institutions like The Institute of Chartered Accountants of India, IIM Lucknow Noida Campus,
Jaipuria Institute of Management, Jaypee Institute of Information Technology, Symbiosis Law School, Bank of
India, Staff Training College etc. The office supply in the vicinity comprises investment and sub investment
grade developments, constituting a mix of IT and Non-IT developments primarily skewed towards IT. The other
prominent office developments in the vicinity include Embassy Galaxy Business Park, Logix Cyber Park, 3C
Knowledge Boulevard & Green Boulevard, Stellar IT Park, Okaya Blue Silicon Business IT Park etc. N1 is one of
the largest IT/ITes office development in terms of leasable area in sector 62, Noida.
N1 is within close proximity to some of the renowned hotels like Radisson, Park Ascent etc. and is well
connected to major locations in the city as well as in the NCR via multiple modes of communication.

465
The distances to N1 from major landmarks of NCR are as follows:

01 km from NH 24 02 km from 16 km from New 32 km from 7 km from Sector 18


10 km from DND Sector 62 Metro Delhi Railway IGI Airport (Noida CBD)
Flyway Station Station 16 km from Connaught
Place (Delhi CBD)
The map illustrating the location, infrastructure and nearby office developments is provided below:
LEGEND

Candor Techspace N1

National Highway

Metro Line

Noida Bypass Flyover

5 1 Stellar IT Park
2 4 6 2
7
2 The Corenthum

3 Logix Cyber Park

1 3
4 Okaya Towers

5 Green Boulevard
1

6 Galaxy Business Park

7 KLJ Noida One

SECTOR 71 1 Radisson
CHOWK
2 Park Ascent

Source: C&WI Research


(Map not to scale)
Key Assumptions
Particulars Unit Information
Revenue Assumptions (as on 30/09/2020)
Lease Completion of Completed Building Qtr, Year Q2 FY 2022-23
Current Effective Rent INR/sq. ft./mth 45
Achievable Market Rent INR/sq. ft./mth 48
Parking Charges INR/bay/mth 3,000
Development Assumptions
Under Construction/ Future
Remaining Capital Expenditure INR Million
Development: 4,630
General Development: 309
Block 4A – Q1 FY 2025-26
Expected Completion Date Qtr, Year Block 4B – Q1 FY 2024-25
Block 8 (Amenity Block) – Q2 FY 2021-22
Other Financial Assumptions
Cap Rate % 8.00
WACC (Complete/ Operational) % 11.75
WACC (Under-construction/ Future Development) % 13.00
Market Value
The market value of the full ownership interest in N1 as on 30 September 2020 is as follows:
INR 19,736 Million
(Indian Rupees Nineteen Billion Seven Hundred and Thirty-Six Million Only)

466
4.3 Candor Techspace IT/ITeS SEZ, New Town, Rajarhat, Kolkata (K1)
Property Description
K1 is located at Plot No. 1, DH Street no. 316, New Town, Rajarhat, North 24 Parganas, West Bengal, 700156,
India. The approximate land area of K1 is 48.383 acres (based on review of Architect’s Certificate).

Statement of Assets
K1 constitutes 12 completed buildings along with future development area. The listing of buildings under each
component is as follows:
Completed buildings with Occupancy Certificate (OC) received – Tower A1, A2, A3, B1, B2, B3, C1*, C2*, C3*,
G1, G2, G3
Future development – The future development constitutes IT/ITeS leasable area of 980,448 sq. ft. and mixed-
use leasable area of 1,703,541 sq. ft. The leasable area of the future development is indicative and is subject
to change once the internal business plans are in place or the construction is completed.
Committed
Components No. of buildings Leasable Area (sq. ft.) Usage type
Occupancy**
Completed 12 3,059,556 IT/ITeS SEZ 91.8%^
Future Development NA 2,683,989 IT/ITeS/ Mixed-use NA
Total 12 5,743,545
Source: Architect’s Certificate, ^Rent Rolls as on 30 September 2020, Lease Deeds/Leave and License Agreements
*Towers C1, C2 and C3 have partial occupancy certificates. Full occupancy certificates will be obtained once the entire
project is complete. These buildings are fit for occupation as Information Technology and IT enabled services business (use
group)/ Business building for the portion, which has received the occupancy certificates.
**Committed Occupancy = (Occupied area + Completed area under Letters of Intent)/ Completed area
Brief Description
K1 is an IT/ITeS SEZ office space developed in a campus format offering large floor plates with significant open
/ green areas and number of amenities for occupiers. There are 12 operational buildings comprising 12 office
towers occupied by multiple tenants wherein Tower A2 offers multi-cuisine food courts, in-house kitchens,
bank branches and ATM, creche, pharmacy, medical centre and other retail outlets and Tower A3 offers
amenities such as gymnasium, swimming pool and table tennis at the ground floor. In addition, there is future
development comprising IT/ITeS and mixed-use developments. K1 has two entry and exit gates designed to
ensure smooth traffic movement both inside and outside the campus. Regular upgradation activities are being
undertaken within the campus to ensure its upkeep as per the modern age requirement. K1 has been awarded
IGBC Gold rating for sustainability and 4 Star Rating by the Bureau of Energy Efficiency (BEE) in addition to the
group wide ISO 9001,14001 and OHSAS 18001 certifications.
K1 is a prominent IT/ITeS SEZ, and the largest campus style office development in eastern India. K1 is located
in an established office micro-market, which has witnessed a gradual shift of office space occupiers from
Central Business District of Kolkata. The office supply in the micro-market comprises largely investment grade
developments, constituting a mix of IT and Non-IT developments primarily skewed towards IT. K1 has a
prominent frontage on one of the main arterial roads viz: Major Arterial Road (East – West). The road connects
K1 to Shapoorji Sukhobrishti (via SP Sukhobrishti Complex Road) in east and Narkelbagan, Bishwa Bangla
Sarani in west, respectively. Further, K1 is located at distance of 1.5 km from the upcoming metro station-
CBD 1. Some of the prominent office developments in the vicinity include DLF 2 SEZ, TCS Geetanjali Park,
Ambuja Ecospace, Mani Casadona etc.
K1 is within close proximity to some of the renowned hotels like The Westin, Fairfield by Marriott, Lemon
Tree, Pride Plaza, etc. and is well connected to major locations in the city via multiple modes of
communication.

467
The distance of K1 from major landmarks in the city is as follows:

01 km from 1.5 km from 14 km from Sealdah 12 km from 01 km from Narkel Bagan


Street No. 368 proposed CBD-1 Railway Station Netaji Subhash 06 km from Sector V, Salt
Metro Station 17 km from Howrah Chandra Bose Lake
Railway Station International 18 km from Park Street
Airport Area
The map illustrating the location, infrastructure and nearby office developments is provided below:

To Barasat To Haringhata KEY TO SUBMARKETS

NSCBI
CBD:
Airport Park Street, Camac Street, Theater
Road, AJC Bose Road

To Basirhat
SBD:
Park Circus Connector, Topsia, Kasba,
EM Bypass, Ruby, Rashbehari
Howrah
Connector
Railway
Station
New Town PBD:
New Town, Rajarhat, Salt Lake Sector V
Rajarhat
Sector V LEGEND
AJC Bose
Road 37 - 47
90 - 110 CBD PBD Subject Property
Salt 35 - 45
Park Circus
75 - 95 Lake Major Roads/National Highway
Connector
CBD Rajarhat 32 - 42
Rashbehari Airport
70 - 90
Kasba Connector 30 - 40
Camac Street, Topsia Howrah Railway Station
Theatre Road SBD 30 - 40 Kolkata Metro Railway
(North-South Line)
Rashbehari
To Malancha
Connector Kolkata Metro Railway
(East-West Line)
Ruby

To Joka To Garia

Source: C&WI Research


(Map not to scale)
Key Assumptions
Particulars Unit Information
Revenue Assumptions (as on 30/09/2020)
Lease Completion of Completed Building Qtr, Year Q4 FY 2022-23
Current Effective Rent INR/sq. ft./mth 42
Achievable Market Rent-Office INR/sq. ft./mth 40
Achievable Market Rent- Mixed Use-
INR/sq. ft./mth 44
Commercial
Achievable Market Rent - Mixed Use-Retail INR/sq. ft./mth 59
Parking Charges INR/bay/mth 3,000
Development Assumptions
Future Development: 12,876
Remaining Capital Expenditure INR Million
General Development: 227
IT/ITeS – Q4 FY 2026-27
Expected Completion Date Qtr, Year
Mixed-use– Q1 FY 2027-28
Other Financial Assumptions
Cap Rate % 8.50
WACC (Complete/ Operational) % 11.75
WACC (Under-construction/ Future
% 13.00
Development)

468
Market Value
The market value of the full ownership interest in K1 as on 30 September 2020 is as follows:
INR 25,382 Million*
(Indian Rupees Twenty-Five Billion Three Hundred and Eighty-Two Million Only)

*includes 0.52 million sq. ft. of commercial cum retail development out of the total future development of
approximately 2.7 million sq. ft., wherein Gurgaon Infospace Limited (GIL) shall pay Candor Kolkata a sum of
INR 1,000 million (inclusive of GST) in instalments and be entitled to receive 28% of revenue comprising rentals,
CAM margins, parking and any other revenue.

469
4.4 Kensington (A & B) IT/ITeS SEZ, Powai, Mumbai (Kensington)
Property Description
Kensington is located at Hiranandani Business Park, CTS No. 28A, Powai, Mumbai, Maharashtra – 400076,
India. The approximate land area of Kensington is 8.96 acres (based on review of Architect’s Certificate).

Statement of Assets
Kensington constitutes one building with two wings (Kensington A & Kensington B) and is categorized under
one component viz. completed building. The listing of building is as follows:
Completed Buildings with Occupancy Certificate (OC) received – Kensington (A & B)
The area statement for Kensington is as follows:
Committed
Components No. of buildings Leasable Area (sq. ft.) Usage type
Occupancy**
Completed 1 1,544,380* IT/ITeS SEZ 86.5%^
Total 1 1,544,380
Source: Architect’s Certificate, ^Rent Rolls as on 30 September 2020, Lease Deeds/Leave and License Agreements
*Total leasable area for Kensington includes area occupied by “Hitachi Payment Services Pvt Ltd” for ATM purpose (25 Sq Ft). The income
for the said area is included in the “Other Income”.
**Committed Occupancy = (Occupied area + Completed area under Letters of Intent)/ Completed area.

Brief Description
Kensington is an IT/ITeS SEZ office space comprising one ready and operational building with two wings
(Kensington A & Kensington B) occupied by multiple tenants. The large parking requirement is catered by four
parking levels contributing to 1,721 parking spaces. Kensington has two entry and two exit points providing
access to D.P. Road and internal wide Road.
Kensington is the only private IT/ITeS SEZ in the Mumbai region excluding Thane and Navi Mumbai and is well
positioned in the Andheri & Powai micro-market due its proximity to the residential areas, well developed
social infrastructure and the upcoming metro stations (IIT - 1.6 Km from the Subject Property). The office
supply in the vicinity comprises investment and sub investment grade developments, constituting a mix of IT
and Non-IT developments. Some of the prominent office developments in the vicinity are Supreme Business
Park, Scorpio House, L&T Business Park, Delphi, Godrej IT Park, Solitaire Corporate Park, Kanakia Wall Street,
Times Square, Raiaskaran Tech Park etc.
Kensington is within close proximity to some of the renowned hotels like Meluha The Fern and The Beatle and
is also well connected to major locations in city via multiple modes of communication. The distance of
Kensington from major landmarks in Mumbai Metropolitan Region (MMR) is as follows:

04 km from LBS Marg 05 km from Kanjurmarg 08 km from Chhatrapati 04 km from IIT Powai
05 km from Eastern Railway Station Shivaji International 16 km from Bandra Kurla
Express Highway 1.6 km from upcoming Airport Complex
08 km from Western metro station (IIT) 14 km from Mumbai
Express Highway Domestic Airport

470
The map illustrating the location, infrastructure and nearby office developments is provided below:
LEGEND
Kanjur Marg
LEGEND Kensington
Ka njur Marg LEGEND
JVLR
Ka njur Marg 7 Subject Property Eastern Express Highway
Andheri East 2 6 Subject Property
55 Major Roads
Eastern Express Highway
6 11 Eastern Express Highway
6 1 1 Boomerang
LEGEND
Powai
Major
Kanjur Marg Roads LEGEND
Kanjur MargMajor Roads
5 2 Subject
SupremeProperty
Subject Business Park
Property
5 2 JVLR 1 Boomerang
77 JVLR Vikhroli 1 Boomerang
Eastern
Godrej Express
IT Park Highway
66 3 Eastern Express Highway
Andheri East
Andheri East 2 Supreme Business Park
2 Supreme Business Park
Major Roads
Vikhroli 4 GodrejRoads
Major One
Vikhroli 3
55 3 Godrej IT Park
11 3 Godrej IT Park15 Boomerang
247 Park
Mumbai Powai
4 1 Boomerang
Airport Powai
4 Godrej One
4 Godrej One 26
2 Supreme Business
Business Park
Empire Plaza
Supreme Park
22
Ghatkopar
Vikhroli
Vikhroli
4 5 247 247
ParkPark Godrej IT Park Park
4 5 37 L&T Business

6 Empire PlazaPlaza 1
Empire 4 Godrej One
Meluha The Fern
33 6
atkopa
tkoparr
Mumbai
Mumbai 44 7 7L&T L&T
Business Park5
Business 247
2Park Park
The Beatle
Airport
Airport
6 Empire Plaza
Ghatkopar
Ghatkopar
BKC 7 L&T Business Park

Source: C&WI Research


(Map not to scale)
Key
BKC
Assumptions
BKC
Particulars Unit Information
Revenue Assumptions (as on 30/09/2020)
Lease Completion of Completed Building Qtr, Year Q4 FY 2021-22
Current Effective Rent INR/sq. ft./mth 90
Achievable Market Rent INR/sq. ft./mth 120
Parking Charges* INR/bay/mth 5,000
Other Financial Assumptions
Cap Rate % 8.00
WACC (Complete/ Operational) % 11.75

*The subject property has 1,721 car parks, of which 38 car parks are paid and remaining are free. We have assumed the car parks to
maintain status quo. The parking charges are assumed to be applicable over and above the applicable lease rent.

Market Value
The market value of the full ownership interest in Kensington as on 30 September 2020 is as follows:
INR 25,374 Million
(Indian Rupees Twenty-Five Billion Three Hundred and Seventy-Four Million Only)

471
INDEPENDENT PROPERTY CONSULTANT REPORT

(This page has been intentionally left blank)

472
Strictly Confidential
For Addressee Only

Independent Property
Consultant Report on the
Valuation Methodology of
Brookfield India REIT

Report for

Brookprop Management Services


Private Limited

Report Date

13 January 2021

473
TABLE OF CONTENTS

A REPORT .............................................................................................................................. 2
1 Instructions - Appointment .........................................................................................................................................2
2 Professional Competency of C&WI Valuation & Advisory Services India ....................................................................2
3 Disclosures...................................................................................................................................................................3
4 Purpose .......................................................................................................................................................................3
5 Scope of Work .............................................................................................................................................................3
7 Authority (in accordance with the Agreement) ...........................................................................................................4
8 Third Party Claim Indemnity (in accordance with the Agreement) .............................................................................4
9 Limitation of Liability (in accordance with the Agreement) ........................................................................................4
10 Disclaimer ....................................................................................................................................................................5
11 Disclosure and Publications .........................................................................................................................................5
B REVIEW FINDINGS ............................................................................................................... 6
Annexure 1: Instructions (Caveats & Limitations) ....................................................................................................................10
Annexure 2: Extract of Methodology & Key Assumptions for the Valuation of Properties ......................................................12

474
From:
Cushman & Wakefield India Pvt. Ltd.
14th Floor, Building 8, Tower C,
DLF Cyber City, Gurugram – 122002,
Haryana, India

To: Brookprop Management Services Private Limited

Property: Brookfield India REIT

Report Date: 13 January 2021

A REPORT

1 Instructions - Appointment
Cushman & Wakefield India Pvt. Ltd. (C&WI) as an independent international property consultant has been
instructed by Brookprop Management Services Private Limited (the ‘Client’, the ‘Instructing Party’) in its
capacity as manager of Brookfield India Real Estate Trust (“Brookfield India REIT”) to perform an independent
review (the “Engagement”), of the Stated Procedure ( as defined in section 5 below), used for the valuation of
the properties (the “Properties”) owned by Special Purpose Vehicles( “SPVs”), which in turn will be owned by
Brookfield India REIT and provide an independent report (“Report”). The Report is prepared in accordance
with the scope and other understanding between the parties as set out in the agreement dated 15 July 2020
(“Agreement”).
The Properties considered as part of this study are detailed in Part B of this report. The exercise has been
carried out in accordance with the instructions (Caveats & Limitations) detailed in Annexure 1 of this report.
The extent of professional liability towards the Client is also outlined within these instructions.

2 Professional Competency of C&WI Valuation & Advisory Services India


C&WI Valuation & Advisory Services India is an integral part of C&WI Global Valuation & Advisory Services
team. The Global Valuation & Advisory team comprises of over 1,975 professionals across approximately 280
offices globally and India VAS team comprises of more than 50 professionals.
C&WI Valuation & Advisory Services India have completed over 8,500 valuation and advisory assignments
across varied asset classes/ properties worth USD 377 billion.
We provide quality valuation, risk advisory and consulting services across a range of property types including
residential, hospitality, retail, commercial, institutional, Special Economic Zone (SEZ), industrial, etc. We derive
global best practices while maintaining the complexities of Indian real estate markets and are ideally
positioned to help solve any valuation related real estate challenge, ranging from single asset valuations to
valuation of multi-market and multi-property portfolios.
In India, we have our presence since 1997. Our dedicated and experienced professionals provide quality
services from 7 offices across India (Mumbai, Bengaluru, Chennai, Kolkata, Gurugram, Hyderabad and Pune).
We have a strong team of experienced and qualified professionals dedicated to offer Valuation & Advisory
services in various locations across the country. C&WI utilizes internationally accepted valuation techniques
customized to Indian context based on best practices in the Industry.

475
Our professionals have diverse backgrounds such as RICS, CAs, CFAs, MBAs, Architects, Planners, Engineers
etc. We are preferred valuers for global and domestic banks, financial institutions, Asset Reconstruction
Companies (ARC’s), Private Equity Funds, Non-Banking Financial Company (NBFC) etc.

3 Disclosures
C&WI has not been involved with the acquisition or disposal, within the last twelve months, of any of the
Properties being considered for the Engagement. C&WI has no present or planned future interest in the Client,
Trustee, Brookfield India REIT, the Sponsors and Sponsor Group to Brookfield India REIT or the SPVs and the
fee for this Report is not contingent upon the review contained herein. C&WI has also prepared the Industry
Report which covers the overview of the commercial real estate markets, the drivers and trends in the relevant
cities/micro-markets. Our review should not be construed as investment advice; specifically, we do not
express /any opinion on the suitability or otherwise of entering into any financial or other transaction with
the Client or the SPVs.
C&WI shall keep all the information provided by Client confidential.

4 Purpose
The purpose of the Engagement is to review the assumptions and methodologies as set out in Annexure 2
(“Stated Procedure”) which have been used for conducting a valuation of Properties in connection with the
proposed initial public offering of Brookfield India REIT under the Securities and Exchange Board of India (Real
Estate Investment Trusts) Regulations, 2014, as amended, along with SEBI (Real Estate Investment Trusts)
(Amendment) Regulations 2016 and subsequent amendments and circulars, collectively the “SEBI (REIT)
Regulations” together with clarifications, guidelines and notifications thereunder in any of the Indian stock
exchanges. It is hereby clarified that we are not undertaking a valuation under the SEBI REIT Regulations or
any other enactment and the scope of work is expressly limited to what is stated herein.
With respect to the aforementioned initial public offering, this independent report is intended to be included
in the offer documents to be filed by the Brookfield India REIT with SEBI and the stock exchanges where the
units of the proposed REIT are intended to be listed. Additionally, any other relevant documents for the initial
public offering such as publicity material, research reports, presentation and press releases may also contain
this report or any part thereof.

5 Scope of Work
C&WI has given its views in relation to the Stated Procedure and this Engagement should not be considered
as an audit of a valuation or an independent valuation of the Properties. C&WI has not developed its own
opinion of value but has reviewed the Stated Procedure in light of the framework contained in the RICS
Valuation Global Standards 2019 (“Red Book”) which is compliant with the IVSC International Valuation
Standards issued on 31 July 2019, effective from 31 January 2020.
C&WI review is limited, by reference to the date of this report and to the facts and circumstances relevant to
the Properties at the time, to review and assess, under the Red Book standards:
• whether the key assumptions as set out in the Stated Procedure are reasonable; and
• whether the methodology followed as set out in the Stated Procedure is appropriate

6 Approach & Methodology


C&WI has prepared the industry report titled “India Commercial Real Estate Overview” dated 13 January 2021
in relation to the initial public offering, commissioned by the Manager, including overview of the commercial
office scenario for each of the markets/ sub-markets where Properties are present. C&WI has visited the

476
Properties during the study and preparation of the industry report. C&WI has been provided with the
information such as rent rolls, sample agreement copies, approval plans and other information such as
Valuer's Methodology and key assumptions including achievable rental for the property, rental growth rate,
construction timelines, Capitalisation rates, Discount rates etc. An extract of the Methodology and Key
assumptions is provided in Annexure 2.

7 Authority (in accordance with the Agreement)


The Client acknowledges and agrees that C&WI's services hereunder (including, without limitation, the
deliverables itself and the contents thereof) are being provided by C&WI solely to the Client in relation to “the
Offer” (initial public offering of units by Brookfield India REIT) and disclosure in the “Offer Documents” (any
documents prepared in relation to an initial public offering of units by Brookfield India REIT including the offer
document, the offer document and the final offer document) intended to be filed with the Securities and
Exchange Board of India (“SEBI”) or any other relevant regulator within or outside India, and in any other
documents to be issued or filed in relation to the Offer including any preliminary or final international offering
documents for distribution to investors outside India, and any publicity material, research reports,
presentations or press releases, in connection with the Offer, as may be required. CW&I consents to the usage
of their name as an expert, in relation to the Report, in the Offer Documents. If the Client desires to use the
“Deliverables” (collectively, the final Report and the consent to use the final Report in the Offer Documents)
or C&WI's name in any other offering other than the Offer as contemplated under the Agreement, then the
Client shall obtain C&WI’s prior written approval for such usage. The Client shall indemnify C&WI for any losses
suffered by C&WI due to such usage other than as contemplated under the Agreement. Additionally, the Client
herewith consents to provide or cause to be provided, an indemnification agreement in C&WI's favour,
reasonably satisfactory to C&WI to indemnify C&WI for any use of the Report other than for the purpose
permitted under the Agreement. It is however clarified that the indemnity shall not cover any losses resulting
from the use of the Report for the Offer including disclosure in the Offering Documents.

8 Third Party Claim Indemnity (in accordance with the Agreement)


The Report issued shall be used by the Client in relation to the Offer. In the event the Client uses the Report
or permits reliance thereon by, any person or entity other than (i) in accordance with the terms of the
Agreement or (ii) as not authorized by C&WI in writing to use or rely thereon, the Client hereby agrees to
indemnify and hold C&WI, its affiliates and their respective shareholders, directors, officers and employees
(collectively the “Representatives”), harmless from and against all damages, expenses, claims and costs,
including reasonable attorneys’ fees, incurred in investigating and defending any claim, arising from or in any
way connected to the use of , or reliance upon, the Report. Notwithstanding the forgoing, the Client shall not
be liable under this clause if such damages, expenses, claims and costs incurred as a result of C&WI’s or any
of its affiliates’ or any of their respective Representatives’ gross negligence, fraud, wilful misconduct, or breach
of their confidentiality obligations under the Agreement.
Except as set out herein, C&WI disclaims any and all liability to any party other than the Client.

9 Limitation of Liability (in accordance with the Agreement)


C&WI endeavors to provide services to the best of its ability and professional standards and in bonafide good
faith. Subject to the terms and conditions in the Agreement, C&WI's total aggregate liability to the Client
arising in connection with the performance or contemplated performance of the services herein, regardless
of cause and/or theory of recovery, shall not exceed the professional indemnity insurance limited to Indian
Rupees INR 50 million only.

477
C&WI acknowledges that it shall consent to be named as an ‘expert’ in the Offer Documents and that its
liability to any person, in its capacity as an expert and for the Report, shall be without any limitation and in
accordance with law. In the event that the Client, the sponsors, the trustee, the REIT, the book running lead
managers, or other intermediaries appointed in connection with the Offer be subject to any claim (“Claim
Parties”) in connection with, arising out of or attributable to the Report, the Claim Parties will be entitled to
require C&WI to be a necessary party/respondent to such claim and C&WI shall not object to their inclusion
as a necessary party/ respondent. In all such cases, the Client agrees to reimburse/ refund to C&WI, the actual
cost (which shall include legal fees and external counsel’s fee) incurred by C&WI while becoming a necessary
party/respondent. If C&WI does not co-operate to be named as a party/respondent to such claims in providing
adequate/successful defence in defending such claims, the Claim Parties jointly or severally will be entitled to
initiate a separate claim against C&WI in this regard.

10 Disclaimer
C&WI will neither be responsible for any legal due diligence, title search, zoning check, development
permissions and physical measurements nor undertake any verification/ validation of the zoning regulations/
development controls etc.

11 Disclosure and Publications


You must not disclose the contents of this report to a third party in any way, except as allowed in clause 7
above and under the SEBI (REIT) Regulations

478
B REVIEW FINDINGS

Our exercise has been to review the Stated Procedure, which has been used, for conducting valuation of
Properties in connection with the initial public offering for the Brookfield India REIT, in accordance with
IVS 104 of the IVSC International Valuation Standards issued on 31 July 2019, effective from 31 January
2020.
The approach adopted by C&WI would be to review the Stated Procedure, which would have a significant
impact on the value of Properties, such as:
• Achievable rental for the property
• Rental Growth rate
• Construction timelines
• Capitalisation rate
• Discount rate

C&WI has:
• Independently reviewed the key assumptions as set out in the Stated Procedure and is of the opinion
that they are reasonable;
• Independently reviewed the approach and methodology followed and analysis as set out in the Stated
Procedure, to determine that it is in line with the guidelines followed by RICS and hence is appropriate;

C&WI finds the assumptions, departures, disclosures, limiting conditions as set out in the Stated
Procedure, relevant and broadly on lines similar to RICS guidelines. No other extraordinary assumptions
are required for this review.
Novel Coronavirus disease (Covid-19) has been declared as a pandemic by the World Health Organization
(WHO) in March 2020. Owing to this, India has faced lockdown of various degrees in the past few months.
Due to the pandemic, the real estate sector has also faced challenges and hence have been impacted. With
the construction activity which was temporarily suspended along with the limited availability of
construction works, raw materials etc. we understand that there would be a delay in the delivery timeline
of planned future supply.
For commercial sector there has been mandatory office closures in the month of April and May. People
and organizations have been forced to test the remote working landscape. Post lock down there is focus
on recovery readiness and making workspace new normal-ready. We believe that whilst there will be re-
assessment of portfolios to de-densify the workspace to focus on hygiene and safety norms, there will be
a delay in decision making for expansion.
Consolidation strategies may be put on hold to revaluate the recent landscape and renewals are expected
to continue as capital expenditure decisions are put on hold. However, relocation decisions maybe
reviewed in the context of cost control driving demand to peripheral office locations.
Though the magnitude of the pandemic on commercial real estate is difficult to predict, we anticipate that
the delay in decision making for expansion along with delay in construction activities would have a short-
term impact on the demand, delay in supply and consequent impact on the rental growth rate in the
markets. The stimulus packages by Government of India and gradual reopening of offices and
manufacturing plants are likely to support economic activity. We observe that the assumptions noted in
Annexure 2, reflect these factors.
Below is the summary of the portfolio of the Properties as of September 30, 2020 which are spread across
Gurugram, Noida, Mumbai and Kolkata that has been reviewed:

479
Leasable Area1
Under Future
Completed
Sr No Location Asset Construction Development
(In msf)
(In msf) (In msf)
REIT Portfolio 1
1 Sector – 21, Gurugram Candor Techspace G2 3.86 NA 0.10
2 Sector 62, Noida Candor Techspace N1 1.85 0.08 0.87
3 New Town Rajarhat, Kolkata Candor Techspace K1 3.06 NA 2.68
4 Powai, Mumbai Kensington 1.54 NA NA
TOTAL 10.31 0.08 3.65
1. Based on Architect’s Certificate

480
Below is the Property wise analysis:
REIT Portfolio
• Candor Techspace G2: C&WI view of the achievable market rent for the asset would be in the range
of INR 80-85 per sq. ft. per month. This is keeping in mind the latest transactions within the park and
competing office developments in the vicinity. C&WI considers the discount rate appropriate and cap
rate in line with the market.
• Candor Techspace N1: C&WI view of the achievable market rent for the asset would be in the range
of INR 45-50 per sq. ft. per month. This is keeping in mind the latest transactions within the park and
competing office developments in the vicinity. C&WI considers the discount rate appropriate and cap
rate in line with the market.
• Candor Techspace K1: C&WI view of the achievable market rent for the asset would be in the range
of INR 38-42 per sq. ft. per month. This is keeping in mind the latest transactions within the park and
competing office developments in the vicinity. C&WI considers the discount rate appropriate and cap
rate in line with the market.
• Kensington: C&WI view of the achievable market rent for the asset would be in the range of INR 115-
125 per sq. ft. per month. This is keeping in mind the latest transactions within the park and competing
office developments in the vicinity. C&WI considers the discount rate appropriate and cap rate in line
with the market.

Considering the above-mentioned points, C&WI considers the market assumptions and the approach to
valuation for the above Properties to be reasonable and in line with international valuation standards
(RICS).

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Signed for and on Behalf of Cushman & Wakefield India Pvt. Ltd

Somy Thomas, MRICS Shailaja Balachandran, MRICS


Managing Director, Director,
Valuation and Advisory Services Valuation and Advisory Services

Sakshi Sikri, MRICS Gaurav Chaudhary,


Associate Director, Assistant Vice President,
Valuation and Advisory Services Valuation and Advisory Services

Ailush Saraswat, Nikhil Shah,


Assistant Vice President, Assistant Vice President,
Valuation and Advisory Services Valuation and Advisory Services

482
Annexure 1: Instructions (Caveats & Limitations)

1. The Independent Property Consultant Report is not based on comprehensive market research of the
overall market for all possible situations. Cushman & Wakefield India has covered specific markets and
situations, which are highlighted in the Report.
The scope comprises of reviewing the assumptions and methodology in the Stated Procedure, for
valuation of the Properties. C&WI did not carry out comprehensive field research-based analysis of
the market and the industry given the limited nature of the scope of the assignment. In this
connection, C&WI has relied on the information supplied to C&WI by the Client.
2. In conducting this assignment, C&WI has carried out analysis and assessments of the level of interest
envisaged for the Property(ies) under consideration and the demand-supply for the commercial sector
in general. The opinions expressed in the Report will be subject to the limitations expressed below.
a. C&WI has endeavoured to develop forecasts on demand, supply and pricing on assumptions that
would be considered relevant and reasonable at that point of time. All of these forecasts are in
the nature of likely or possible events/occurrences and the Report will not constitute a
recommendation to Brookprop Management Services Private Limited, Brookfield India Real
Estate Trust, or its affiliates and subsidiaries or its customers or any other party to adopt a
particular course of action. The use of the Report at a later date may invalidate the assumptions
and basis on which forecasts have been generated and is not recommended as an input to a
financial decision.
b. Changes in socio-economic and political conditions could result in a substantially different
situation than those presented at the stated effective date. C&WI assumes no responsibility for
changes in such external conditions.
c. In the absence of a detailed field survey of the market and industry (as and where applicable),
C&WI has relied upon secondary sources of information for a macro-level analysis. Hence, no
direct link is to be established between the macro-level understandings on the market with the
assumptions estimated for the analysis.
d. The services provided is limited to review of assumptions and valuation approach and other
specific opinions given by C&WI in this Report and does not constitute an audit, a due diligence,
tax related services or an independent validation of the projections. Accordingly, C&WI does not
express any opinion on the financial information of the business of any party, including the Client
and its affiliates and subsidiaries. The Report is prepared solely for the purpose stated and should
not be used for any other purpose.
e. While the information included in the Report is believed to be accurate and reliable, no
representations or warranties, expressed or implied, as to the accuracy or completeness of such
information is being made. C&WI will not undertake any obligation to update, correct or
supplement any information contained in the Report.
f. In the preparation of the Report, C&WI has relied on the following information:
i. Information provided to C&WI by the Client and subsidiaries and third parties;
ii. Recent data on the industry segments and market projections;
iii. Other relevant information provided to C&WI by the Client and subsidiaries at C&WI’s
request;
iv. Other relevant information available to C&WI including as part of the preparation of the
Industry Report; and
v. Other publicly available information and reports.

483
3. The Report is reflecting matters as they currently exist. Changes may materially affect the information
contained in the Report.
4. In the course of the analysis, C&WI has relied on information or opinions, both written and verbal, as
currently obtained from the Clients as well as from third parties provided with, including limited
information on the market, financial and operating data, which would be accepted as accurate in
bona-fide belief. No responsibility is assumed for technical information furnished by the third-party
organizations and this is bona-fidely believed to be reliable.
5. No investigation of the title of the assets has been made and owners’ claims to the assets is assumed
to be valid. No consideration will be given to liens or encumbrances, which may be against the assets.
Therefore, no responsibility is assumed for matters of a legal nature.

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Annexure 2: Extract of Methodology & Key Assumptions for the Valuation of Properties

Note: The Properties has been referred to as “Subject Properties” by the valuer. Similar representation
has been followed in this section.
Valuation Approach and Methodology

• PURPOSE OF VALUATION
The purpose of this valuation exercise is to estimate the value of the Subject Properties forming a part of
the portfolio of Brookfield India REIT, for an initial public offering under the SEBI (Real Estate Investment
Trust) Regulations, 2014, as amended, together with clarifications, guidelines and notifications
thereunder.

• VALUATION GUIDELINE AND DEFINITION


Given the purpose of valuation as mentioned above, the valuation exercise has been carried out to
estimate the “Market Value” of the Subject Properties in accordance with the IVSC International Valuation
Standards issued on 31 July 2019, effective from 31 January 2020.
As per IVSC International Valuation Standards, “Market Value” is defined as ‘The estimated amount for
which an asset or liability should exchange on the valuation date between a willing buyer and a willing
seller in an arm’s-length transaction after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion.’

• VALUATION APPROACH
The valuation for the Subject Properties being Market Value, has been derived by adopting income
approach, utilising the discounted cash flow method with rental reversion.
The income approach is based on the premise that value of an income producing asset is a function of
future benefits and income derived from that asset. Using this valuation method, future cash flows from
the property are forecasted using precisely stated assumptions. This method allows for the explicit
modelling of income and cost associated with the property. These future financial benefits are then
discounted to a present-day value (valuation date) at an appropriate discount rate. A variation of the
Discounted Cash Flow Method is mentioned below.
Income Approach - Discounted Cash Flow Method using Rental Reversion
Given the practice in most commercial/ IT developments involves contracting tenants in the form of pre-
commitments at sub-market rentals to increase the attractiveness of the property to prospective tenants.
Such benefits are typically extended to anchor tenants. Additionally, there are instances of tenants paying
above-market rentals for certain properties as well (primarily owing to market conditions at the time of
contracting the lease). In order to arrive at a unit value for these tenancies, we have normalised the impact
of such sub/above market leases on the valuation of the Subject Property by estimating the rental revenue
achievable at the end of the term, based on the expected rents in the market.

• VALUATION METHODOLOGY
In order to compute the Market Value of the Subject Properties it is prudent to understand the market
dynamics and the location where the Subject Property is located (existing and future supply, demand from
occupiers, average office space take up by an occupier in a particular sector, existing vacancy numbers and
the rentals, likely growth of the office space etc.). Understanding of the micro market positioning (where
the Subject Property is located) with respect to a location is also very important. The next step then
becomes to understand the situation of the Subject Property (current achievable rentals, vacancy
numbers, competing supply in the micro market etc.) with respect to the micro market.

485
Each of the steps required to assess the Market Value of the Subject Properties is detailed below. The same
have been elaborated in the Valuation Reports also.
Market and Location Assessment:
The Client appointed Cushman & Wakefield (CWI) to prepare an independent industry and market
research report, which has been relied upon and reviewed by the Valuer to develop the understanding
and assess the relevant micro-markets of the Subject Properties. The said review was carried out in the
following manner:
i. Market dynamics influencing the rents along with Subject Property rents were studied in detail.
Further, the location setting of the Subject Properties in the respective micro-markets were
assessed. Analysis of the micro-market was undertaken primarily based on the findings of the
industry/market report prepared by CWI and readily available information in public domain to
ascertain the transaction activity of office space. The analysis entailed review of comparable
properties in terms of potential competition (both completed and under-construction/future
developments), comparable recent lease transactions witnessed in the micro-market along with the
trends in leasing within the Subject Properties in recent past, wherever available. This analysis
enabled the Valuer to have an informed opinion on the market rent (applicable rental for the micro-
market where the respective Subject Properties are located) and achievable market rent (Valuer’s
view on achievable rent for the respective Subject Properties for leasing vacant spaces, potential
leasable area under development or planned as well as upon re-leasing of the existing let out area).
ii. For tenants occupying relatively large space within the Subject Properties, where there may be
some instances of areas being let out at lower than market rent, it is assumed that the leases shall
revert to market rent following the expiry of the lease, factoring appropriate re-leasing time.
Portfolio Assessment:
i. As the first step, the rent rolls (which includes review of corresponding leases deeds) on a
reasonable sample basis were reviewed to identify tenancy characteristics for the Subject
Properties. As part of the rent roll review, major tenancy agreements were reviewed on a
reasonable sample basis. For example, for G2 we have reviewed lease deeds of top 10 tenants
contributing nearly 90% of gross contractual rentals of the subject property.
ii. For anchor/large tenants, adjustments on achievable market rent or additional lease-up timeframe
have been adopted upon lease reversion wherever relevant.
iii. Title reports, Architect’s certificates and other related documents as mentioned in earlier sections
of the report were reviewed for validation of area details, ownership interests of the Subject
Properties.
iv. Physical site inspections were undertaken to assess the current status of the Subject Properties.
Preparation of Future Cash Flows:
i. Net operating income (NOI) has primarily been used to arrive at the Market Value of the Subject
Properties. The cash flows for the operational, under construction and future development area
have been projected separately for the purpose of estimating and reporting valuation in accordance
with the SEBI (REIT) Regulations
ii. The projected future cash flows from the property are based on existing lease terms for the
operational area till the expiry of the leases or re-negotiation, whichever is earlier, following which,
the lease terms have been aligned with market rents achievable by the Subject Properties. For
vacant area, under-construction area and future development area, the achievable market rent-led

486
cash flows are projected factoring appropriate lease-up time frame for vacant/under-
construction/future development area. These cash flows have been projected for 10-year duration
from the date of valuation wherein 11th year NOI is capitalized (for assessment of terminal value
based on NOI). These future cash flows are then discounted to present-day value (valuation date)
at an appropriate discount rate.
Each of the lease was assessed to project the cash flows for a period of 10 years. The assessment
was carried out in the following manner:
Rental income from existing tenants up to the period of lease expiry, lock-in expiry,
escalation milestones, etc. is projected whichever is applicable. In the event of any
vacant spaces, achievable market-rent is assumed for future income for such spaces
Step 1
with suitable time for leasing up the space.
This data is then used to generate market aligned revenue stream from existing and
potential tenants for the desired time period.
In the event the escalated contracted rent is higher than the achievable market rent
by 15%, the contracted terms are ignored, and the terms are reverted to market. In
the event the escalated contracted rent is below 115% of the achievable market
Step 2
rent, the contracted terms are adopted going forward until the next lease review/
renewal. Intent of this step is to project the rental income for respective leases until
lease expiry as well as post expiry.
Computing the monthly rental income projected as part of Step 2 and translating the
Step 3 same to a quarterly income (for the next 10 years and NOI of the 11th year –
considered for calculation of terminal value).

iii. Recurring operational expenses, fit-out income (wherever applicable, however, the same has not
been included in the NOI for the purpose of arriving at the terminal value by capitalisation) and
vacancy provision have been adopted in-line with prevalent market practices and conditions. In
addition, appropriate rent-free periods have been adopted during lease roll-overs to consider
potential rent-free terms as well as outflows towards brokerage. For all Subject Properties,
operational revenues and expenses of the respective properties are reviewed to understand the
recurring, non-recurring, recoverable and non-recoverable expenses and accordingly estimate the
margins on the common area maintenance income, which accrues as cash inflows to the Subject
Properties and normalised for the purpose of cash flow projections. The 1 year forward income for
the 11th year has been capitalized to assess the terminal value of the development at the end of
year 10.

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Key Assumptions
REIT Portfolio

1. Candor Techspace G2
Particulars Units Details
Property details
Type of property Completed Future Development
Leasable area Msf 3.86 0.10
Committed Occupancy % 91.5% -
Key Assumptions
Achievable Market Rental per month INR per sq. ft. 82 82
(for FY’22) % 2.5% 2.5%
(for FY’23) % 5.0% 5.0%
Rental Growth Rate
(for FY’24 - FY’27) % 7.0% 7.0%
(from FY’28 onwards) % 5.0% 5.0%
Normal Market lease tenure Years 9 9
Construction start date Date NA 01-Jan-22
Construction end date Date NA 30-June-23
Capitalization Rate % 8.0% 8.0%
WACC % 11.75% 13.00%
NA - Not Applicable

2. Candor Techspace N1

Particulars Units Details


Property details
Under Future
Type of property Completed
Construction Development
Leasable area Msf 1.85 0.08 0.87
Committed Occupancy % 71.6% - -
Key Assumptions
Achievable Market Rental per month INR per sq. ft. 48 48 48
(for FY’22) % 2.5% 2.5% 2.5%
(for FY’23) % 5.0% 5.0% 5.0%
Rental Growth Rate
(for FY’24 - FY’27) % 7.0% 7.0% 7.0%
(from FY’28 onwards) % 5.0% 5.0% 5.0%
Normal Market lease tenure Years 9 9 9
Construction start date Date NA 23-Jan-18 01-Oct-21
Construction end date Date NA 30-Sept-21 30-June-25
Capitalization Rate % 8.0% 8.0% 8.0%
WACC % 11.75% 13.00% 13.00%
NA - Not Applicable

488
3. Candor Techspace K1
Particulars Units Details
Property details
Future
Type of property Completed
Development
Leasable area Msf 3.06 2.68
Committed Occupancy % 91.8% -
Key Assumptions
Achievable Market Rental per month INR per sq. ft. 40 40
(for FY’22) % 2.5% 2.5%
Rental Growth Rate
(from FY’23 onwards) % 5.0% 5.0%
Normal Market lease tenure Years 9 9
Construction start date Date NA 01-July-21
Construction end date Date NA 30-June-27
Capitalization Rate % 8.50% 8.50%
WACC % 11.75% 13.00%
NA - Not Applicable

4. Kensington

Particulars Units Details


Property Details
Type of property Completed
Leasable area Msf 1.54
Committed Occupancy % 86.5%
Key Assumptions
Achievable Rental per month INR per sq. ft. 120
Rental Growth Rate (for FY’22) % 2.5%
(for FY’23) % 5.0%
(for FY’24 - FY’25) % 7.0%
(from FY’26 onwards) % 5.0%
Normal Market lease tenure Years 9
Construction start date Date NA
Construction end date Date NA
Capitalization Rate % 8.00%
WACC % 11.75%
NA - Not Applicable

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