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Bagmane Prime Office REIT IPO

Status: Upcoming

Overview

IPO date
05 May 2026 to 07 May 2026
Face value
₹ 0 per share
Price
₹ 95 to ₹100 per share
Issue Size
340,500,000 shares
(aggregating up to ₹ 3405 Cr)
Allotment Date
12 May 2026
Listing at
NSE
Issue type
Book Building-REITs
Sector
Real Estate Investment Trusts

Objectives of Bagmane Prime Office REIT IPO

Bagmane Prime Office REIT IPO Strategy

About Bagmane Prime Office REIT

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T&C*

Strengths vs Risks of Bagmane Prime Office REIT

Know the pros & cons

Strengths

  • arrowDifficult-to-replicate assets strategically located in the best performing micro-markets globally in terms of cumulative net absorption in Bengaluru, recording a best-in-class occupancy.
  • arrowStrong tenant relationships with a leading share of GCC and multinational tenants across diversified sectors with a high tenant Retention Rate.
  • arrowLocated in India, the world's fastest growing major economy with the services sector serving as a pivotal driver.
  • arrowSignificant share of BTS assets comprising 42.8% of Completed Area (46.1% of Total Completed Development Area) across 21 buildings as of December 31, 2025, creating a stable and resilient Portfolio.
  • arrowPremium assets, robust campus-style infrastructure and amenities, supported by integrated asset maintenance services.
  • arrowRobust business model with substantial embedded growth opportunities, stable cash flows, a strong development track record and the highest ROFO acquisition potential.
  • arrowBacked by a renowned sponsor in India with deep-rooted market expertise.
  • arrowExperienced management team with strong past track record.
  • arrowCommitment to sustainability and high corporate governance standards across our operations.

Risks

  • arrowThe Formation Transactions will only be given effect to after the Bid/ Offer Closing Date and our ability to consummate these transactions will impact the size of the Offer and the ability of the Manager to complete this Offer. Further, we will assume existing liabilities in relation to our Portfolio Assets, which if realized may impact the trading price of the Units and our profitability and ability to make distributions.
  • arrowOur actual results may be materially different from the expectations expressed or implied, or the Projections, included in this Offer Document. Accordingly, investors should not place undue reliance on, or base their investment decision solely on this information.
  • arrowThe actual rents we receive for the properties in our Portfolio may be less than the estimated Asset Market Rents for future leasing, and we may not achieve our MTM Potential at the levels we expect, or at all, which could adversely affect our business, results of operations, financial condition and cash flows.
  • arrowWe do not provide any assurance or guarantee of any distributions to the Unitholders. We may not be able to make distributions to Unitholders in the manner described in this Offer Document or at all, and the level of distributions may decrease.
  • arrowAfter the completion of the Offer and the listing of the Units, we may obtain additional external debt financing, from time to time, to finance our Portfolio Assets' business and financing requirements. The terms of this financing may limit our ability to make distributions to the Unitholders.
  • arrowThe REIT Regulations impose restrictions on the investments made by us and require us to adhere to certain investment conditions, which may limit our ability to acquire and/or dispose of assets or explore new opportunities.
  • arrowThe ROFO Agreement entered into by us is subject to various terms and conditions and our Manager cannot assure you that we will be offered the ROFO Assets on terms acceptable to us or at all, or be able to consummate such transactions in a timely manner, or at all.
  • arrowThe Bagmane REIT has a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions. Further, the Special Purpose Combined Financial Statements are prepared for this Offer Document and may not necessarily be representative of our actual consolidated financial position, results of operation and cash flows for such periods.
  • arrowOur business, revenues and profitability are dependent on the performance of the commercial real estate market in India. Fluctuations in the general economic, market and other conditions may affect the commercial real estate market and in turn, our ability to lease our Portfolio Assets to tenants on favorable terms.
  • arrowAll of our Portfolio Assets are located in the state of Karnataka. Adverse developments or fluctuations in the commercial real estate market in the state of Karnataka, including Bengaluru, particularly in the micro-markets where our Portfolio Assets are located, could materially and adversely affect our business, financial condition, results of operations and cash flows.
  • arrowCertain key Portfolio Assets contributed to 80.27%, 82.63%, 82.12% and 80.89% of our revenue from operations for the nine months ended December 31, 2025 and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, and any adverse developments affecting such key Portfolio Assets could have an adverse effect on our business, results of operations and financial condition.
  • arrowA significant portion of our revenues is derived from a limited number of large tenants, multinational tenants, including global capability centers ("GCCs"), and tenants in the technology (development and processes), electronics and e-commerce and semiconductor sectors. Any conditions that impact these tenants or the respective sectors in which they operate may adversely affect our business, results and financial condition.
  • arrowA significant proportion of our Completed Area has been developed as BTS solutions for specific tenants, and we cannot assure you that our lease arrangements for such BTS properties will be renewed on terms acceptable to us, or at all. In such case, we may face difficulties in sourcing replacement tenants and may incur significant costs or face delays or difficulties in the releasing of such BTS properties.
  • arrowTenant leases across our Portfolio Assets are subject to the risk of non-renewal, non-replacement, default, early termination, regulatory or legal proceedings or changes in applicable laws or regulations, thereby impacting leasing and other income. Further, vacant properties could be difficult to lease, which could adversely affect our revenues.
  • arrowAny failure to maintain occupancy and rent levels of our Portfolio Assets could adversely affect our revenues, results of operations, cash flows and financial condition.
  • arrowThere are outstanding litigation proceedings and regulatory actions involving certain of our Portfolio Companies, members of Sponsor Group and Associates of the Sponsor that may adversely affect our business.
  • arrowCybersecurity risks, data protection and other IT risks could result in the loss of data, interruptions in our business, damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations.
  • arrowCompliance with, and changes in applicable laws, including but not limited to environmental, health and safety laws and regulations, could adversely affect the development of our properties. Any inability to obtain, maintain or renew all regulatory approvals that are required may have an adverse impact on our business, financial condition, results of operations, cash flows and prospects.
  • arrowWe do not own the trademark or logo for "Bagmane" and any inability to use or protect these intellectual property rights may have an adverse effect on our business, results of operations and cash flows.
  • arrowWe have entered into and may in the future enter into material related party transactions, the terms of which may be unfavorable to us or could involve conflicts of interest. The Manager may face conflicts of interests in choosing our service providers, and certain service providers may provide services to the Manager, the Sponsor or the Sponsor Group on more favorable terms than those payable by us.
  • arrowWe may be subject to certain restrictive covenants and variable interest rates under our financing agreements that could limit our flexibility in managing our business, ability to use cash or other assets which could cause our debt service obligations to increase significantly.
  • arrowRecent disruptions in the financial markets and current economic conditions could increase our interest rates and finance costs, which could adversely affect our ability to service existing indebtedness.
  • arrowCertain of our Portfolio Assets have buildings located on land notified as SEZ, and we are subject to certain regulations and receive certain tax benefits as a result. We cannot assure you that we will be able to comply with such regulations or that we will continue to receive such tax benefits in the future.
  • arrowIf we are unable to maintain relationships with other stakeholders in our Portfolio Assets, including our joint development partners, our cash flows, financial conditions and results of operation may be adversely affected.
  • arrowWe may utilize a significant amount of debt in the operation of our business, and our cash flows and operating results could be adversely affected by required repayments or related interest and other risks of our debt financing. Our inability to service debt may impact distributions to Unitholders.
  • arrowThe Valuation Report obtained for our Portfolio Assets is only indicative in nature as it is based on various assumptions and may not be representative of the true value of our assets.
  • arrowThe audit report of our statutory auditor contains certain emphasis of matters.
  • arrowOur contingent liabilities as per Ind AS 37 could adversely affect our financial condition, results of operations and cash flows.
  • arrowOur Manager may outsource certain services in relation to management of our Portfolio Assets and also rely on contractors and third parties for the development of our under construction and future development projects. Our results of operations and cash flows may be adversely affected if we fail to effectively oversee the functioning of third-party operators.
  • arrowThere can be no assurance that the Under Construction Area or Future Development Area or any of our other under-construction projects will be completed in its entirety in accordance with anticipated timelines or costs or that we will achieve the results expected from such projects, which may adversely affect our business, financial condition, results of operations and cash flows and affect our ability to meet our Projections.
  • arrowWe may not be able to identify and engage suitable hotel operators for the management of our under construction hotels, which may adversely affect our ability to operate our hotels as planned.
  • arrowWe are subject to the Competition Act, which require us to receive approvals from the CCI prior to undertaking certain transactions.
  • arrowWe may be unable to successfully execute our growth strategies, which may adversely affect our growth profile, business prospects, results of operations, cash flows and financial condition.
  • arrowWe require capital expenditure in connection with our operations, and any failure to secure funding for the required capital expenditure, working capital requirements and any acquisition financing, including through debt financing, on acceptable terms may have an adverse impact on our business, financial condition, results of operations and cash flows.
  • arrowOur Portfolio Assets may be subject to increases in direct expenses and other operating expenses. Renovation work, repair and maintenance or physical damage to our Portfolio Assets may disrupt our operations and collection of rental income or otherwise result in an adverse impact on our financial condition and results of operation.
  • arrowWe are exposed to a variety of risks associated with safety, security and crisis management, and may incur losses as a result of unforeseen or catastrophic events, including but not limited to wars, emergence of pandemics, terrorist attacks, extreme weather events, natural disasters and other widespread health emergencies that could create economic and financial disruptions, which could lead to operational difficulties (including travel limitations) that impair/impact our ability to manage our businesses.
  • arrowWe may not be able to maintain adequate insurance to cover all losses we may incur in our business operations.
  • arrowWe may be required to record significant charges to earnings in the future when we review our Portfolio Assets for potential impairment of property, plant and equipment and investment property, including under construction property, plant and equipment and investment property.
  • arrowWe operate in a competitive environment and increasing competitive pressure could adversely affect our business and the ability of our Manager to execute our growth strategies.
  • arrowWe may not be successful in any future acquisitions, and there can be no assurance that we will be able to successfully manage any assets we may acquire in the future. Further, any of our acquisitions in the future may be subject to acquisition-related risks.
  • arrowWe are subject to risks related to our ESG activities and disclosures, and our reputation and brand could be harmed if we fail to meet our public sustainability targets and goals.
  • arrowInadequate facility management could reduce the attractiveness of our Portfolio Assets and as a result, adversely affect our business, financial condition, results of operations and cash flows.
  • arrowThe operations of our Solar Assets are dependent on the regulatory and policy environment affecting the renewable energy sector in India, and any such changes to any laws, rules and regulations to which we are subject may have a material adverse effect on our business, financial condition, cash flows, and results of operations.
  • arrowThe title, leasehold rights and development rights or other interests over land where our Portfolio Assets are located may be subject to legal uncertainties and defects, which may interfere with our ownership and/or leasehold rights of our Portfolio Assets and result in us incurring costs to remedy and cure such defects.
  • arrowOur funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency, which may affect our business and results of operations.
  • arrowThere may be conflicts of interests between the BRLMs and/or their associates and affiliates and the Manager, the Sponsor, the Sponsor Group, the Trustee and/or their respective associates/affiliates.
  • arrowAny downgrading of India's sovereign debt rating by a domestic or international rating agency could materially and adversely affect our ability to obtain financing and, in turn, our business and financial performance.
  • arrowOur business may be adversely affected by the illiquidity of real estate investments.
  • arrowThis Offer Document contains information from the JLL Report.
  • arrowCertain agreements including lease deeds with some of our tenants may not be adequately stamped or registered, and consequently, we may be unable to successfully litigate over the said agreements in the future and penalties may be imposed on us.
  • arrowThere may be changes to the Parties to the Bagmane REIT in the future pursuant to the framework under the REIT Regulations.
  • arrowWe and parties associated with us are required to maintain the eligibility conditions specified under Regulation 4 of the REIT Regulations as well as the certificate of registration on an ongoing basis. We may not be able to ensure such ongoing compliance by the Sponsor, the Sponsor Group, the Manager and the Trustee, which could result in the cancellation of our registration.
  • arrowOur Sponsor will be able to exercise significant influence over certain of our activities, and the interests of the Sponsor may conflict with the interests of other Unitholders.
  • arrowConflicts of interest may arise out of common business objectives shared by the Manager, the Sponsor, the Sponsor Group and us.
  • arrowCertain principals and employees may be involved in and have a greater financial interest in the performance of other real estate investments, projects and businesses of the Bagmane Group, and such activities may create conflicts of interest in making investment decisions on our behalf.
  • arrowWe depend on the Manager and its personnel for our success. We may not find a suitable replacement for the Manager if the Investment Management Agreement is terminated or if key personnel cease to be employed by the Manager or otherwise become unavailable to us.
  • arrowWe depend on the Manager to manage our business and assets, and our results of operations, cash flows, financial condition and ability to make distributions may be affected if the Manager fails to perform satisfactorily, for which our recourse may be limited.
  • arrowOur business is dependent on the Indian economy, financial stability in Indian markets, policies and the political situation in India. Any slowdown in the Indian economy or in Indian financial markets could have a material adverse effect on our business.
  • arrowWe have presented certain non-GAAP measures of our performance and liquidity which is not prepared under or required under Ind AS.
  • arrowSignificant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to your assessment of our financial condition, results of operations and cash flows.
  • arrowIt may not be possible for Unitholders to enforce foreign judgments.
  • arrowWe are subject to taxes and other levies imposed by the central and state governments in India, as well as other financial policies and regulations. Tax laws are subject to changes and differing interpretations, which may materially and adversely affect our operations and growth prospects.
  • arrowInvestors may be subject to Indian taxes arising out of capital gains on the sale of Units.
  • arrowLand is subject to compulsory acquisition by the government and compensation in lieu of such acquisition may be inadequate.
  • arrowTrusts such as us may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Unitholders.
  • arrowThe reporting requirements and other obligations of real estate investment trusts post-listing are still evolving. Accordingly, the level of disclosures made to, and the protections granted to Unitholders may be more limited than those made to or available to the shareholders of a company that has listed its equity shares upon a recognized stock exchange in India.
  • arrowFluctuations in the exchange rate of the Indian Rupee with respect to other currencies will affect the foreign currency equivalent of the value of the Units and any distributions.
  • arrowUnitholders may experience delay or failure in the redemption of their Units.
  • arrowThe Units have never been publicly traded and the listing of the Units on the Stock Exchanges may not result in an active or liquid market for the Units.
  • arrowThe Units may experience price and volume fluctuations. There can be no assurance on the trading price of the Units, and the price of the Units may decline after the Offer.
  • arrowNAV per Unit may be diluted if further issues are priced below the current NAV per Unit.
  • arrowAny future issuance of Units by us or sales of Units by significant Unitholders may materially and adversely affect the trading price of the Units.
  • arrowInvestors are not permitted to withdraw or lower their Bids (in terms of quantity of Units or the Application Amount) after the Bid/Offer Closing Date.
  • arrowOur rights and the rights of the Unitholders to recover claims against the Manager or the Trustee are limited.
  • arrowThe utilization of the proceeds from oversubscription, if any, will be determined post the Bid/Offer Closing Date.
  • arrowUnder Indian law, non-resident investors or foreign investors are subject to investment restrictions that limit our ability to attract foreign investors, which may adversely affect the trading price of the Units.
  • arrowForeign Account Tax Compliance Act withholding may affect payments on the Units for investors.
  • arrowWe may be classified as a PFIC for the current and/or future taxable years for U.S. federal income tax purposes, which could result in materially adverse U.S. federal income tax consequences to U.S. investors in our Units.
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The IPO opens on 05 May 2026 & closes on 07 May 2026.

Bagmane Prime Office REIT has been settled by the Sponsor for the Initial Contribution on May 30, 2025 at Bengaluru, Karnataka, India as a contributory, determinate and irrevocable trust under the provisions of the Indian Trusts Act, 1882, pursuant to a trust deed dated May 30, 2025. The Bagmane REIT was registered with SEBI on July 15, 2025 at Mumbai, Maharashtra, India as a real estate investment trust, pursuant to the REIT Regulations. Presently, the Trust own and manage premium Grade A+ business parks located in the world's best performing micro-markets in Bengaluru, the 'Silicon Valley' of India. Trust has almost 3 decades of experience in operating, developing, leasing and managing large format commercial real estate in Bengaluru, with a pipeline across Bengaluru, Delhi and Chennai. Sponsor is one of the pioneers in commercial real estate development in Bengaluru, contributing to the city's transformation into a global business hub, focused on location, quality and tenant relationships. Since the inception of its real estate business in 1999, the Bagmane Group has delivered over 27.7 msf across 7 commercial real estate projects in Bengaluru, representing approximately 12.3% of Bengaluru's total Grade A office stock as of June 30, 2025 with another 7.1 msf under development, as of June 30, 2025. Starting in 2002 with 0.3 msf at Bagmane Tech Park in Secondary Business District (SBD City) which was completed in 2004, it established itself as one of the early pioneers in developing software technology parks in Bengaluru and commenced construction at Outer Ring Road (ORR) in 2008. It developed 6.0 msf by 2013, which nearly doubled to 11.4 msf by 2017. Since then, it expanded the developed portfolio by 2.4 times to 27.7 msf as of June 30, 2025. Thereafter, the Trust converted the Opal Building in Bagmane World Technology Centre mid-construction from an SEZ into a non-SEZ space to accommodate the leasing of a tenant of 0.7 msf in FY2023. It also undertook a swift floorwise conversion of SEZ to non-processing area at the Amber Building in Bagmane World Technology Centre to re-lease 63 ksf of vacant area in FY25. The Trust has filed a Draft Offer Document with SEBI and is planning to raise funds aggregating to Rs 4000 crore Units, comprising a fresh issue of Rs 3000 crore and the offer for sale of Rs 1000 crore Units through IPO.

Bagmane Prime Office REIT IPO will close on 07 May 2026.

  • Difficult-to-replicate assets strategically located in the best performing micro-markets globally in terms of cumulative net absorption in Bengaluru, recording a best-in-class occupancy.
  • Strong tenant relationships with a leading share of GCC and multinational tenants across diversified sectors with a high tenant Retention Rate.
  • Located in India, the world's fastest growing major economy with the services sector serving as a pivotal driver.
  • Significant share of BTS assets comprising 42.8% of Completed Area (46.1% of Total Completed Development Area) across 21 buildings as of December 31, 2025, creating a stable and resilient Portfolio.
  • Premium assets, robust campus-style infrastructure and amenities, supported by integrated asset maintenance services.
  • Robust business model with substantial embedded growth opportunities, stable cash flows, a strong development track record and the highest ROFO acquisition potential.
  • Backed by a renowned sponsor in India with deep-rooted market expertise.
  • Experienced management team with strong past track record.
  • Commitment to sustainability and high corporate governance standards across our operations.

No risks available.

  • The Formation Transactions will only be given effect to after the Bid/ Offer Closing Date and our ability to consummate these transactions will impact the size of the Offer and the ability of the Manager to complete this Offer. Further, we will assume existing liabilities in relation to our Portfolio Assets, which if realized may impact the trading price of the Units and our profitability and ability to make distributions.
  • Our actual results may be materially different from the expectations expressed or implied, or the Projections, included in this Offer Document. Accordingly, investors should not place undue reliance on, or base their investment decision solely on this information.
  • The actual rents we receive for the properties in our Portfolio may be less than the estimated Asset Market Rents for future leasing, and we may not achieve our MTM Potential at the levels we expect, or at all, which could adversely affect our business, results of operations, financial condition and cash flows.
  • We do not provide any assurance or guarantee of any distributions to the Unitholders. We may not be able to make distributions to Unitholders in the manner described in this Offer Document or at all, and the level of distributions may decrease.
  • After the completion of the Offer and the listing of the Units, we may obtain additional external debt financing, from time to time, to finance our Portfolio Assets' business and financing requirements. The terms of this financing may limit our ability to make distributions to the Unitholders.
  • The REIT Regulations impose restrictions on the investments made by us and require us to adhere to certain investment conditions, which may limit our ability to acquire and/or dispose of assets or explore new opportunities.
  • The ROFO Agreement entered into by us is subject to various terms and conditions and our Manager cannot assure you that we will be offered the ROFO Assets on terms acceptable to us or at all, or be able to consummate such transactions in a timely manner, or at all.
  • The Bagmane REIT has a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions. Further, the Special Purpose Combined Financial Statements are prepared for this Offer Document and may not necessarily be representative of our actual consolidated financial position, results of operation and cash flows for such periods.
  • Our business, revenues and profitability are dependent on the performance of the commercial real estate market in India. Fluctuations in the general economic, market and other conditions may affect the commercial real estate market and in turn, our ability to lease our Portfolio Assets to tenants on favorable terms.
  • All of our Portfolio Assets are located in the state of Karnataka. Adverse developments or fluctuations in the commercial real estate market in the state of Karnataka, including Bengaluru, particularly in the micro-markets where our Portfolio Assets are located, could materially and adversely affect our business, financial condition, results of operations and cash flows.
  • Certain key Portfolio Assets contributed to 80.27%, 82.63%, 82.12% and 80.89% of our revenue from operations for the nine months ended December 31, 2025 and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, and any adverse developments affecting such key Portfolio Assets could have an adverse effect on our business, results of operations and financial condition.
  • A significant portion of our revenues is derived from a limited number of large tenants, multinational tenants, including global capability centers ("GCCs"), and tenants in the technology (development and processes), electronics and e-commerce and semiconductor sectors. Any conditions that impact these tenants or the respective sectors in which they operate may adversely affect our business, results and financial condition.
  • A significant proportion of our Completed Area has been developed as BTS solutions for specific tenants, and we cannot assure you that our lease arrangements for such BTS properties will be renewed on terms acceptable to us, or at all. In such case, we may face difficulties in sourcing replacement tenants and may incur significant costs or face delays or difficulties in the releasing of such BTS properties.
  • Tenant leases across our Portfolio Assets are subject to the risk of non-renewal, non-replacement, default, early termination, regulatory or legal proceedings or changes in applicable laws or regulations, thereby impacting leasing and other income. Further, vacant properties could be difficult to lease, which could adversely affect our revenues.
  • Any failure to maintain occupancy and rent levels of our Portfolio Assets could adversely affect our revenues, results of operations, cash flows and financial condition.
  • There are outstanding litigation proceedings and regulatory actions involving certain of our Portfolio Companies, members of Sponsor Group and Associates of the Sponsor that may adversely affect our business.
  • Cybersecurity risks, data protection and other IT risks could result in the loss of data, interruptions in our business, damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations.
  • Compliance with, and changes in applicable laws, including but not limited to environmental, health and safety laws and regulations, could adversely affect the development of our properties. Any inability to obtain, maintain or renew all regulatory approvals that are required may have an adverse impact on our business, financial condition, results of operations, cash flows and prospects.
  • We do not own the trademark or logo for "Bagmane" and any inability to use or protect these intellectual property rights may have an adverse effect on our business, results of operations and cash flows.
  • We have entered into and may in the future enter into material related party transactions, the terms of which may be unfavorable to us or could involve conflicts of interest. The Manager may face conflicts of interests in choosing our service providers, and certain service providers may provide services to the Manager, the Sponsor or the Sponsor Group on more favorable terms than those payable by us.
  • We may be subject to certain restrictive covenants and variable interest rates under our financing agreements that could limit our flexibility in managing our business, ability to use cash or other assets which could cause our debt service obligations to increase significantly.
  • Recent disruptions in the financial markets and current economic conditions could increase our interest rates and finance costs, which could adversely affect our ability to service existing indebtedness.
  • Certain of our Portfolio Assets have buildings located on land notified as SEZ, and we are subject to certain regulations and receive certain tax benefits as a result. We cannot assure you that we will be able to comply with such regulations or that we will continue to receive such tax benefits in the future.
  • If we are unable to maintain relationships with other stakeholders in our Portfolio Assets, including our joint development partners, our cash flows, financial conditions and results of operation may be adversely affected.
  • We may utilize a significant amount of debt in the operation of our business, and our cash flows and operating results could be adversely affected by required repayments or related interest and other risks of our debt financing. Our inability to service debt may impact distributions to Unitholders.
  • The Valuation Report obtained for our Portfolio Assets is only indicative in nature as it is based on various assumptions and may not be representative of the true value of our assets.
  • The audit report of our statutory auditor contains certain emphasis of matters.
  • Our contingent liabilities as per Ind AS 37 could adversely affect our financial condition, results of operations and cash flows.
  • Our Manager may outsource certain services in relation to management of our Portfolio Assets and also rely on contractors and third parties for the development of our under construction and future development projects. Our results of operations and cash flows may be adversely affected if we fail to effectively oversee the functioning of third-party operators.
  • There can be no assurance that the Under Construction Area or Future Development Area or any of our other under-construction projects will be completed in its entirety in accordance with anticipated timelines or costs or that we will achieve the results expected from such projects, which may adversely affect our business, financial condition, results of operations and cash flows and affect our ability to meet our Projections.
  • We may not be able to identify and engage suitable hotel operators for the management of our under construction hotels, which may adversely affect our ability to operate our hotels as planned.
  • We are subject to the Competition Act, which require us to receive approvals from the CCI prior to undertaking certain transactions.
  • We may be unable to successfully execute our growth strategies, which may adversely affect our growth profile, business prospects, results of operations, cash flows and financial condition.
  • We require capital expenditure in connection with our operations, and any failure to secure funding for the required capital expenditure, working capital requirements and any acquisition financing, including through debt financing, on acceptable terms may have an adverse impact on our business, financial condition, results of operations and cash flows.
  • Our Portfolio Assets may be subject to increases in direct expenses and other operating expenses. Renovation work, repair and maintenance or physical damage to our Portfolio Assets may disrupt our operations and collection of rental income or otherwise result in an adverse impact on our financial condition and results of operation.
  • We are exposed to a variety of risks associated with safety, security and crisis management, and may incur losses as a result of unforeseen or catastrophic events, including but not limited to wars, emergence of pandemics, terrorist attacks, extreme weather events, natural disasters and other widespread health emergencies that could create economic and financial disruptions, which could lead to operational difficulties (including travel limitations) that impair/impact our ability to manage our businesses.
  • We may not be able to maintain adequate insurance to cover all losses we may incur in our business operations.
  • We may be required to record significant charges to earnings in the future when we review our Portfolio Assets for potential impairment of property, plant and equipment and investment property, including under construction property, plant and equipment and investment property.
  • We operate in a competitive environment and increasing competitive pressure could adversely affect our business and the ability of our Manager to execute our growth strategies.
  • We may not be successful in any future acquisitions, and there can be no assurance that we will be able to successfully manage any assets we may acquire in the future. Further, any of our acquisitions in the future may be subject to acquisition-related risks.
  • We are subject to risks related to our ESG activities and disclosures, and our reputation and brand could be harmed if we fail to meet our public sustainability targets and goals.
  • Inadequate facility management could reduce the attractiveness of our Portfolio Assets and as a result, adversely affect our business, financial condition, results of operations and cash flows.
  • The operations of our Solar Assets are dependent on the regulatory and policy environment affecting the renewable energy sector in India, and any such changes to any laws, rules and regulations to which we are subject may have a material adverse effect on our business, financial condition, cash flows, and results of operations.
  • The title, leasehold rights and development rights or other interests over land where our Portfolio Assets are located may be subject to legal uncertainties and defects, which may interfere with our ownership and/or leasehold rights of our Portfolio Assets and result in us incurring costs to remedy and cure such defects.
  • Our funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency, which may affect our business and results of operations.
  • There may be conflicts of interests between the BRLMs and/or their associates and affiliates and the Manager, the Sponsor, the Sponsor Group, the Trustee and/or their respective associates/affiliates.
  • Any downgrading of India's sovereign debt rating by a domestic or international rating agency could materially and adversely affect our ability to obtain financing and, in turn, our business and financial performance.
  • Our business may be adversely affected by the illiquidity of real estate investments.
  • This Offer Document contains information from the JLL Report.
  • Certain agreements including lease deeds with some of our tenants may not be adequately stamped or registered, and consequently, we may be unable to successfully litigate over the said agreements in the future and penalties may be imposed on us.
  • There may be changes to the Parties to the Bagmane REIT in the future pursuant to the framework under the REIT Regulations.
  • We and parties associated with us are required to maintain the eligibility conditions specified under Regulation 4 of the REIT Regulations as well as the certificate of registration on an ongoing basis. We may not be able to ensure such ongoing compliance by the Sponsor, the Sponsor Group, the Manager and the Trustee, which could result in the cancellation of our registration.
  • Our Sponsor will be able to exercise significant influence over certain of our activities, and the interests of the Sponsor may conflict with the interests of other Unitholders.
  • Conflicts of interest may arise out of common business objectives shared by the Manager, the Sponsor, the Sponsor Group and us.
  • Certain principals and employees may be involved in and have a greater financial interest in the performance of other real estate investments, projects and businesses of the Bagmane Group, and such activities may create conflicts of interest in making investment decisions on our behalf.
  • We depend on the Manager and its personnel for our success. We may not find a suitable replacement for the Manager if the Investment Management Agreement is terminated or if key personnel cease to be employed by the Manager or otherwise become unavailable to us.
  • We depend on the Manager to manage our business and assets, and our results of operations, cash flows, financial condition and ability to make distributions may be affected if the Manager fails to perform satisfactorily, for which our recourse may be limited.
  • Our business is dependent on the Indian economy, financial stability in Indian markets, policies and the political situation in India. Any slowdown in the Indian economy or in Indian financial markets could have a material adverse effect on our business.
  • We have presented certain non-GAAP measures of our performance and liquidity which is not prepared under or required under Ind AS.
  • Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to your assessment of our financial condition, results of operations and cash flows.
  • It may not be possible for Unitholders to enforce foreign judgments.
  • We are subject to taxes and other levies imposed by the central and state governments in India, as well as other financial policies and regulations. Tax laws are subject to changes and differing interpretations, which may materially and adversely affect our operations and growth prospects.
  • Investors may be subject to Indian taxes arising out of capital gains on the sale of Units.
  • Land is subject to compulsory acquisition by the government and compensation in lieu of such acquisition may be inadequate.
  • Trusts such as us may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Unitholders.
  • The reporting requirements and other obligations of real estate investment trusts post-listing are still evolving. Accordingly, the level of disclosures made to, and the protections granted to Unitholders may be more limited than those made to or available to the shareholders of a company that has listed its equity shares upon a recognized stock exchange in India.
  • Fluctuations in the exchange rate of the Indian Rupee with respect to other currencies will affect the foreign currency equivalent of the value of the Units and any distributions.
  • Unitholders may experience delay or failure in the redemption of their Units.
  • The Units have never been publicly traded and the listing of the Units on the Stock Exchanges may not result in an active or liquid market for the Units.
  • The Units may experience price and volume fluctuations. There can be no assurance on the trading price of the Units, and the price of the Units may decline after the Offer.
  • NAV per Unit may be diluted if further issues are priced below the current NAV per Unit.
  • Any future issuance of Units by us or sales of Units by significant Unitholders may materially and adversely affect the trading price of the Units.
  • Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Units or the Application Amount) after the Bid/Offer Closing Date.
  • Our rights and the rights of the Unitholders to recover claims against the Manager or the Trustee are limited.
  • The utilization of the proceeds from oversubscription, if any, will be determined post the Bid/Offer Closing Date.
  • Under Indian law, non-resident investors or foreign investors are subject to investment restrictions that limit our ability to attract foreign investors, which may adversely affect the trading price of the Units.
  • Foreign Account Tax Compliance Act withholding may affect payments on the Units for investors.
  • We may be classified as a PFIC for the current and/or future taxable years for U.S. federal income tax purposes, which could result in materially adverse U.S. federal income tax consequences to U.S. investors in our Units.

The Issue type of Bagmane Prime Office REIT is Book Building-REITs.

The minimum application for shares of Bagmane Prime Office REIT is 150.

The total shares issue of Bagmane Prime Office REIT is 340500000.

Initial public offer of up to 340,500,000 Units of Bagmane Prime Office REIT ("Bagmane REIT") for cash at a price of Rs. 100 per Unit aggregating up to Rs. 3405.00 Crores, consisting of a fresh issuance of up to 239,000,000 Units by the Bagmane REIT aggregating up to Rs. 2390.00 Crores ("Fresh Issue") and an offer for sale of up to 101,500,000 Units by the Selling Unitholder (as defined hereinafter) aggregating up to Rs. 1015.00 Crores ("Offer for Sale" and together with the Fresh Issue, the "Offer").