-
We have not executed binding agreements with respect to the Initial Portfolio Acquisition
Transactions and for the proposed management framework for our Portfolio and our ability to
consummate these transactions will impact the size of the Issue and the ability of the Manager to
complete this Issue. Further, we will assume existing liabilities in relation to our Portfolio, which if realized may impact the trading price of the units and our profitability and ability to make distributions.
-
The Initial Portfolio Acquisition Transactions will only be given effect to after the Bid/Offer Closing Date. Further, the company will assume existing liabilities in relation to its Portfolio, which if realized may impact the trading price of the units and the company profitability and ability to make distributions.
-
Our actual results may be materially different from the expectations expressed or implied, or
Projections, included in this Draft Offer Document. Accordingly, investors should not place undue reliance on, or base their investment decision solely on this information.
-
Its actual results may be materially different from the expectations expressed or implied, or Projections, included in this Offer Document. Accordingly, investors should not place undue reliance on, or base their investment decision solely on this information.
-
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 Draft Offer Document
or at all, and the level of distributions may decrease.
-
The company does not provide any assurance or guarantee of any distributions to the Unitholders. Its 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 Issue and the listing of the Units, we may obtain external debt
financing to repay a portion of the debt of our Portfolio and to finance our Portfolio`s business
and financing requirements. The terms of this financing may limit our ability to make
distributions to the Unitholders.
-
After the completion of the Issue and the listing of the Units, its may obtain external debt financing to repay a portion of the debt of the company Portfolio and to finance its Portfolio`s business and financing requirements. The terms of this financing may limit the company ability to make distributions to the Unitholders.
-
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.
-
Its may utilize a significant amount of debt in the operation of the company business, and its cash flows and operating results could be adversely affected by required repayments or related interest and other risks of the company debt financing. Its inability to service debt may impact distributions to Unitholders.
-
The SEBI 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 SEBI REIT Regulations impose restrictions on the investments made by it and requires the company to adhere to certain investment conditions, which may limit its ability to acquire and/or dispose of assets or explore new opportunities.
-
The holding and financing structure of certain entities within our Portfolio may not be tax
efficient.
-
The holding and financing structure of certain entities within its Portfolio may not be tax efficient.
-
The Knowledge Realty Trust 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 Draft Offer Document
and may not necessarily be representative of our actual consolidated financial position, results of
operation and cash flows for such periods.
-
The Knowledge Realty Trust has a limited operating history and may not be able to operate its 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 its 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, particularly in our Portfolio Core Markets. Fluctuations in the general economic, market and other conditions may affect the commercial real estate market in India and in turn, our ability to lease our Portfolio Assets to tenants on favorable terms.
-
Its business, revenues and profitability are dependent on the performance of the commercial real estate market in India, particularly in the company Portfolio Core Markets. Fluctuations in the general economic, market and other conditions may affect the commercial real estate market in India and in turn, its ability to lease the company Portfolio Assets to tenants on favorable terms.
-
We depend on the leasing activities at certain key Portfolio Assets for a significant portion of our
revenue, which collectively contributed to 65.40% of our revenue from operations for the six
months ended September 30, 2024, and any adverse developments affecting such key Portfolio
Assets could have an adverse effect on our business, results of operations and financial condition.
-
The company depends on the leasing activities at certain key Portfolio Assets for a significant portion of its revenue, which collectively contributed to 74.12% of the company revenue from operations for FY2025, and any adverse developments affecting such key Portfolio Assets could have an adverse effect on its 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"), as well as tenants in the
technology and banking, financial services and insurance ("BFSI") sectors. Any conditions that
impact these tenants or the respective sectors or cities in which they operate may adversely affect
our business, results and financial condition.
-
A significant portion of its revenues is derived from a limited number of large tenants, multinational tenants, including global capability centers ("GCCs"), as well as tenants in the technology and banking, financial services and insurance ("BFSI") sectors. Any conditions that impact these tenants or the respective sectors or cities in which they operate may adversely affect its business, results and financial condition.
-
We have incurred losses (?407.67 million for the six months ended September 30, 2024 and
Rs.2,214.76 million for FY2022) in the past and may continue to experience losses in the future
which could result in an adverse effect on our business, cash flows and financial condition.
-
Tenant leases across the company Portfolio 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 its revenues.
-
Tenant leases across our Portfolio 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.
-
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 its properties. Any inability to obtain, maintain or renew all regulatory approvals that are required may have an adverse impact on its business, financial condition, results of operations, cash flows and prospects.
-
Our revenues, results of operations, cash flows and financial condition may be adversely affected
by low occupancy and rent levels of our Portfolio Assets and Portfolio Investment.
-
The company has 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 its service providers, and certain service providers may provide services to the Manager, the Sponsors or the Sponsor Groups on more favorable terms than those payable by the company.
-
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.
-
The title, leasehold rights and development rights or other interests over land where its Portfolio Assets are located may be subject to legal uncertainties and defects, which may interfere with the company ownership and/or leasehold rights of its Portfolio Assets and result in it incurring costs to remedy and cure such defects.
-
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.
-
The company operates in a competitive environment and increasing competitive pressure could adversely affect its business and the ability of our Manager to execute the company growth strategy.
-
Some of the assets in our Portfolio are located on land leased from different land development and
regulatory authorities and other third parties. We are also entitled to development rights from
certain land development authorities with respect to certain Portfolio Assets. Further certain
Portfolio Assets are located on land notified as SEZ. The relevant Asset SPVs are required to
comply with the terms and conditions provided in the respective lease agreements/SEZ Act, as
applicable, failing which the relevant land/SEZ authorities or other third parties as the case may
be, may impose penalties, terminate the lease or take over the premises. We may also not able to
renew such leases upon its expiry or premature termination.
-
There are outstanding litigations and regulatory actions involving certain of its Asset SPVs, the Sattva Sponsor Group and Associates of the Sattva Sponsor that may adversely affect the company business.
-
If we are unable to maintain relationships with other stakeholders in our Portfolio, our cash flows, financial conditions and results of operation may be adversely affected.
-
The company does not own the trademark or logo for "Knowledge Realty Trust" or "Sattva" and hence its inability to use or protect these intellectual property rights may have an adverse effect on the company business, results of operations and cash flows.
-
The Valuation Report obtained for our Portfolio is only indicative in nature as it is based on
various assumptions and may not be representative of the true value of our assets.
-
There have been certain instances of delay in payment of statutory dues by the Knowledge Realty Trust, its Asset SPVs and Investment Entities in the past. Any failures or delay in payment of such statutory dues may expose the Manager, the Knowledge Realty Trust, the company Asset SPVs and Investment Entities to the statutory and regulatory action, as well as significant penalties, and may adversely impact its business, results of operations, cash flows and financial condition.
-
The audit report of our statutory auditor contains certain emphasis of matters.
-
Its may be subject to certain restrictive covenants and variable interest rates under the company financing agreements that could limit its flexibility in managing the company business, ability to use cash or other assets which could cause its debt service obligations to increase significantly.
-
Our contingent liabilities as per Ind AS 37 could adversely affect our financial condition, results
of operations and cash flows.
-
Its revenues, results of operations, cash flows and financial condition may be adversely affected by low occupancy and rent levels of the company Portfolio Assets.
-
We rely on third-party operators to successfully operate and manage certain Portfolio Assets and
on contractors and third parties in developing our future development and construction projects.
Our results of operations and cash flows may be adversely affected if we fail to effectively oversee the functioning of third-party operators.
-
Recent disruptions in the financial markets and current economic conditions could increase its interest rates and finance costs, which could adversely affect the company ability to service existing indebtedness.
-
There can be no assurance that the Under Construction Area or Future Development Area 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.
-
Certain agreements including lease deeds with some of its tenants are not adequately stamped or registered, and consequently, the company may be unable to successfully litigate over the said agreements in the future and penalties may be imposed on it.
-
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.
-
Some of the assets in its Portfolio are located on land leased from different land development and regulatory authorities and other third parties. The company is also entitled to development rights from certain land development authorities with respect to certain Portfolio Assets. Further certain Portfolio Assets are located on land notified as SEZ. The relevant Asset SPVs are required to comply with the terms and conditions provided in the respective lease agreements/SEZ Act, as applicable, failing which the relevant land/SEZ authorities or other third parties as the case may be, may impose penalties, terminate the lease or take over the premises. Its may also not able to renew such leases upon its expiry or premature termination.
-
Our Portfolio Assets and the Investment Entities may be subject to increases in direct expenses and
other operating expenses. Renovation work, repair and maintenance or physical damage to our
Portfolio Assets and the Investment Entities may disrupt our operations and collection of rental
income or otherwise result in an adverse impact on our financial condition and results of operation.
-
If the company is unable to maintain relationships with other stakeholders in its Portfolio, the company cash flows, financial conditions and results of operation may be adversely affected.
-
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.
-
The Valuation Report obtained for its Portfolio is only indicative in nature as it is based on various assumptions and may not be representative of the true value of the company assets.
-
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.
-
The audit report of its statutory auditor contains certain emphasis of matters.
-
We may be unable to successfully grow our business in new geographic markets in India, which may adversely affect our growth profile, business prospects, results of operations, cash flows and
financial condition.
-
Its contingent liabilities as per Ind AS 37 could adversely affect the company financial condition, results of operations and cash flows.
-
We may be required to record significant charges to earnings in the future when we review our
Portfolio for potential impairment of property, plant and equipment and investment property,
including under construction property and goodwill.
-
The company relies on third-party operators to successfully operate and manage certain Portfolio Assets and on contractors and third parties in developing its future development and construction projects. the company results of operations and cash flows may be adversely affected if the company fails to effectively oversee the functioning of third-party operators.
-
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 Sponsors or the Sponsor Groups on more favorable terms
than those payable by us.
-
There can be no assurance that the Under Construction Area or Future Development Area will be completed in its entirety in accordance with anticipated timelines or costs or that the company will achieve the results expected from such projects, which may adversely affect its business, financial condition, results of operations and cash flows and affect the company ability to meet its Projections.
-
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 strategy.
-
The company requires capital expenditure in connection with its operations, and any failures 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 its business, financial condition, results of operations and cash flows.
-
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.
-
Its Portfolio Assets may be subject to increases in direct expenses and other operating expenses. Renovation work, repair and maintenance or physical damage to the company Portfolio Assets may disrupt its operations and collection of rental income or otherwise result in an adverse impact on the company financial condition and results of operation.
-
The Initial Portfolio Acquisition Transactions will only be given effect to after the Bid/Offer
Closing Date. Further, we will assume existing liabilities in relation to our Portfolio, which if
realized may impact the trading price of the units and our profitability and ability to make
distributions.
-
Inadequate facility management could reduce the attractiveness of its Portfolio and as a result, adversely affect the company 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 operations of its 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 the company is subject may have a material adverse effect on its 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.
-
There may be conflicts of interests between the Lead Managers and/or their associates and affiliates and the Manager, the Sattva Sponsor, the Sattva Sponsor Group, the Blackstone Sponsor, the Blackstone Sponsor Group, the Trustee and/or their respective associates/affiliates.
-
There may be conflicts of interests between the Lead Managers and/or their associates and
affiliates and the Manager, the Sattva Sponsor, the Sattva Sponsor Group, the Blackstone Sponsor,
the Blackstone Sponsor Group, the Trustee and/or their respective associates/affiliates.
-
A portion of the Net Proceeds may be utilized for repayment or prepayment of certain loan facilities availed by its Asset SPVs/Investment Entities from Axis Bank Limited, State Bank of India, ICICI Bank Limited and Kotak Mahindra Investments Limited which are affiliates of Axis Capital Limited, SBI Capital Markets Limited, ICICI Securities Limited and Kotak Mahindra Capital Company Limited, respectively, who are the company Lead Managers. Further, Axis Bank Limited is the holding company of its Trustee Axis Trustee Services Limited.
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A portion of the Net Proceeds may be utilized for repayment or prepayment of certain loan facilities availed by our Asset SPVs/Investment Entities from Axis Bank Limited, State Bank of India and ICICI Bank Limited which are affiliates of Axis Capital Limited, SBI Capital Markets Limited and ICICI Securities Limited, respectively, who are our Lead Managers. Further, Axis Bank Limited is the holding company of our Trustee Axis Trustee Services Limited.
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Any downgrading of India`s sovereign debt rating by a domestic or international rating agency could materially and adversely affect its ability to obtain financing and, in turn, the company business and financial performance.
-
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.
-
Its may not be able to maintain adequate insurance to cover all losses we may incur in the company business operations.
-
We may not be able to maintain adequate insurance to cover all losses we may incur in our
business operations.
-
Its business may be adversely affected by the illiquidity of real estate investments.
-
Our business may be adversely affected by the illiquidity of real estate investments.
-
This Offer Document contains information from the CBRE Report.
-
This Draft Offer Document contains information from the CBRE Report.
-
Security and IT risks may disrupt its business, result in losses or limit the company growth.
-
Certain agreements including lease deeds with some of our tenants are not 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.
-
The Blackstone Sponsor has not entered into a deed of right of first offer in respect of any assets operated by the Blackstone Sponsor Group or other entities of the Blackstone Group which could lead to potential conflicts of interest.
-
Security and IT risks may disrupt our business, result in losses or limit our growth.
-
The ROFO Deed entered into with the Sattva Sponsor is subject to various terms and conditions, and there can be no assurance that the company will acquire any of these assets.
-
There are outstanding litigations and regulatory actions involving certain of our Asset SPVs, the
Sattva Sponsor Group and Associates of the Sattva Sponsor that may adversely affect our business.
-
There may be changes to the Parties to the Knowledge Realty Trust in the future subject to the framework under the SEBI REIT Regulations.
-
We do not own the trademark or logo for "Knowledge Realty Trust" or "Sattva" and hence our
inability to use or protect these intellectual property rights may have an adverse effect on our
business, results of operations and cash flows.
-
The company and parties associated with us are required to maintain the eligibility conditions specified under Regulation 4 of the SEBI REIT Regulations as well as the Certificate of Registration on an ongoing basis. Its may not be able to ensure such ongoing compliance by the Sponsors, their respective Sponsor Groups, the Manager and the Trustee, which could result in the cancelation of the company registration.
-
There have been certain instances of delay in payment of statutory dues by the Knowledge Realty
Trust, our Asset SPVs and Investment Entities in the past. Any failure or delay in payment of such
statutory dues may expose the Manager, the Knowledge Realty Trust, our Asset SPVs and
Investment Entities to the statutory and regulatory action, as well as significant penalties, and may adversely impact our business, results of operations, cash flows and financial condition.
-
Its Sponsors will be able to exercise significant influence over certain of the company activities, and the interests of the Sponsors may conflict with the interests of other Unitholders, or the interest of the Sponsors may conflict with each other.
-
The Blackstone Sponsor has not entered into a deed of right of first offer in respect of any assets
operated by the Blackstone Sponsor Group or other entities of the Blackstone Group which could
lead to potential conflicts of interest.
-
Conflicts of interest may arise out of common business objectives shared by the Manager, the Sattva Sponsor, the Sattva Sponsor Group, the Blackstone Sponsor, the Blackstone Sponsor Group and us.
-
The ROFO Deed proposed to be entered into with the Sattva Sponsor will be subject to various
terms and conditions, and there can be no assurance that we will acquire any of these assets.
-
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 Sattva Group or Blackstone, and such activities may create conflicts of interest in making investment decisions on its behalf.
-
There may be changes to the Parties to the Knowledge Realty Trust in the future pursuant to the framework under the SEBI REIT Regulations.
-
Blackstone Sponsor is a portfolio company of Blackstone real estate funds. Blackstone Inc. is an investment firms and a global alternative asset manager with diverse interests across the globe; any adverse impact on which could have a bearing on it and the performance of the company Units.
-
We and parties associated with us are required to maintain the eligibility conditions specified
under Regulation 4 of the SEBI 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 Sponsors, their
respective Sponsor Groups, the Manager and the Trustee, which could result in the cancelation
of our registration.
-
The company depends on the Manager and its personnel for its success. The company 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 it.
-
Our Sponsors will be able to exercise significant influence over certain of our activities, and the
interests of the Sponsors may conflict with the interests of other Unitholders, or the interest of the Sponsors may conflict with each other.
-
The company depends on the Manager to manage its business and assets, and the company results of operations, cash flows, financial condition and ability to make distributions may be affected if the Manager fails to perform satisfactorily, for which its recourse may be limited.
-
Conflicts of interest may arise out of common business objectives shared by the Manager, the
Sattva Sponsor, the Sattva Sponsor Group, the Blackstone Sponsor, the Blackstone Sponsor Group
and us.
-
Its 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 the company business.
-
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 Sattva Group or
Blackstone, and such activities may create conflicts of interest in making investment decisions on our behalf.
-
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 its financial condition, results of operations and cash flows.
-
Blackstone Sponsor is a portfolio company of Blackstone real estate funds. Blackstone Inc. is an investment firms and a global alternative asset manager with diverse interests across the globe;
any adverse impact on which could have a bearing on us and the performance of our Units.
-
It may not be possible for Unitholders to enforce foreign judgments.
-
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.
-
The company is 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 its operations and growth prospects.
-
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.
-
Investors may be subject to Indian taxes arising out of capital gains on the sale of Units.
-
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.
-
Land is subject to compulsory acquisition by the government and compensation in lieu of such acquisition may be inadequate.
-
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.
-
Its may be subject to the Competition Act, which may require the company to receive approvals from the CCI prior to undertaking certain transactions.
-
It may not be possible for Unitholders to enforce foreign judgments.
-
Trusts such as it may be dissolved, and the proceeds from the dissolution thereof may be less than the amount invested by the Unitholders.
-
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.
-
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.
-
Investors may be subject to Indian taxes arising out of capital gains on the sale of Units.
-
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.
-
Land is subject to compulsory acquisition by the government and compensation in lieu of such
acquisition may be inadequate.
-
Unitholders may experience delay or failures in the redemption of their Units.
-
We may be subject to the Competition Act, which may require us to receive approvals from the CCI
prior to undertaking certain transactions.
-
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.
-
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 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 Issue.
-
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.
-
Any future issuance of Units by it or sales of Units by significant Unitholders may materially and adversely affect the trading price of the Units.
-
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.
-
Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Units or the Application Amount) after the Bid/Issue Closing Date.
-
Unitholders may experience delay or failure in the redemption of their Units.
-
Its rights and the rights of the Unitholders to recover claims against the Manager or the Trustee are limited.
-
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 utilization of the proceeds from oversubscription, if any, will be determined post the Bid/Issue Closing Date.
-
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 Issue.
-
Under Indian law, non-resident investors or foreign investors are subject to investment restrictions that limit its ability to attract foreign investors, which may adversely affect the trading price of the Units.
-
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.
-
Foreign Account Tax Compliance Act withholding may affect payments on the Units for investors.
-
Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Units or the
Application Amount) after the Bid/Issue Closing Date.
-
Its 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 the company Units.
-
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/Issue 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 Initial Portfolio Acquisition Transactions will only be given effect to after the Bid/Offer
Closing Date. Further, the company will assume existing liabilities in relation to its Portfolio, which if
realized may impact the trading price of the units and the company profitability and ability to make
distributions.
-
Its actual results may be materially different from the expectations expressed or implied, or
Projections, included in this Offer Document. Accordingly, investors should not place undue
reliance on, or base their investment decision solely on this information.
-
The company does not provide any assurance or guarantee of any distributions to the Unitholders. Its 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 Issue and the listing of the Units, its may obtain external debt
financing to repay a portion of the debt of the company Portfolio and to finance its Portfolio`s business
and financing requirements. The terms of this financing may limit the company ability to make
distributions to the Unitholders.
-
Its may utilize a significant amount of debt in the operation of the company business, and its cash flows
and operating results could be adversely affected by required repayments or related interest and
other risks of the company debt financing. Its inability to service debt may impact distributions to
Unitholders.
-
The SEBI REIT Regulations impose restrictions on the investments made by it and requires the company to
adhere to certain investment conditions, which may limit its ability to acquire and/or dispose of
assets or explore new opportunities.
-
The holding and financing structure of certain entities within its Portfolio may not be tax
efficient.
-
The Knowledge Realty Trust has a limited operating history and may not be able to operate its
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 its actual consolidated financial position, results of
operation and cash flows for such periods.
-
Its business, revenues and profitability are dependent on the performance of the commercial real
estate market in India, particularly in the company Portfolio Core Markets. Fluctuations in the general
economic, market and other conditions may affect the commercial real estate market in India and
in turn, its ability to lease the company Portfolio Assets to tenants on favorable terms.
-
The company depends on the leasing activities at certain key Portfolio Assets for a significant portion of its
revenue, which collectively contributed to 74.12% of the company revenue from operations for FY2025, and
any adverse developments affecting such key Portfolio Assets could have an adverse effect on its
business, results of operations and financial condition.
-
A significant portion of its revenues is derived from a limited number of large tenants,
multinational tenants, including global capability centers ("GCCs"), as well as tenants in the
technology and banking, financial services and insurance ("BFSI") sectors. Any conditions that
impact these tenants or the respective sectors or cities in which they operate may adversely affect
its business, results and financial condition.
-
Tenant leases across the company Portfolio 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 its revenues.
-
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 its properties.
Any inability to obtain, maintain or renew all regulatory approvals that are required may have an
adverse impact on its business, financial condition, results of operations, cash flows and
prospects.
-
The company has 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 its service providers, and certain service providers may
provide services to the Manager, the Sponsors or the Sponsor Groups on more favorable terms
than those payable by the company.
-
The title, leasehold rights and development rights or other interests over land where its Portfolio
Assets are located may be subject to legal uncertainties and defects, which may interfere with the company
ownership and/or leasehold rights of its Portfolio Assets and result in it incurring costs to
remedy and cure such defects.
-
The company operates in a competitive environment and increasing competitive pressure could adversely
affect its business and the ability of our Manager to execute the company growth strategy.
-
There are outstanding litigations and regulatory actions involving certain of its Asset SPVs, the
Sattva Sponsor Group and Associates of the Sattva Sponsor that may adversely affect the company business.
-
The company does not own the trademark or logo for "Knowledge Realty Trust" or "Sattva" and hence its
inability to use or protect these intellectual property rights may have an adverse effect on the company
business, results of operations and cash flows.
-
There have been certain instances of delay in payment of statutory dues by the Knowledge Realty
Trust, its Asset SPVs and Investment Entities in the past. Any failures or delay in payment of such
statutory dues may expose the Manager, the Knowledge Realty Trust, the company Asset SPVs and
Investment Entities to the statutory and regulatory action, as well as significant penalties, and may
adversely impact its business, results of operations, cash flows and financial condition.
-
Its may be subject to certain restrictive covenants and variable interest rates under the company financing
agreements that could limit its flexibility in managing the company business, ability to use cash or other
assets which could cause its debt service obligations to increase significantly.
-
Its revenues, results of operations, cash flows and financial condition may be adversely affected
by low occupancy and rent levels of the company Portfolio Assets.
-
Recent disruptions in the financial markets and current economic conditions could increase its
interest rates and finance costs, which could adversely affect the company ability to service existing
indebtedness.
-
Certain agreements including lease deeds with some of its tenants are not adequately stamped or
registered, and consequently, the company may be unable to successfully litigate over the said agreements
in the future and penalties may be imposed on it.
-
Some of the assets in its Portfolio are located on land leased from different land development and
regulatory authorities and other third parties. The company is also entitled to development rights from
certain land development authorities with respect to certain Portfolio Assets. Further certain
Portfolio Assets are located on land notified as SEZ. The relevant Asset SPVs are required to
comply with the terms and conditions provided in the respective lease agreements/SEZ Act, as
applicable, failing which the relevant land/SEZ authorities or other third parties as the case may
be, may impose penalties, terminate the lease or take over the premises. Its may also not able to
renew such leases upon its expiry or premature termination.
-
If the company is unable to maintain relationships with other stakeholders in its Portfolio, the company cash flows,
financial conditions and results of operation may be adversely affected.
-
The Valuation Report obtained for its Portfolio is only indicative in nature as it is based on
various assumptions and may not be representative of the true value of the company assets.
-
The audit report of its statutory auditor contains certain emphasis of matters.
-
Its contingent liabilities as per Ind AS 37 could adversely affect the company financial condition, results
of operations and cash flows.
-
The company relies on third-party operators to successfully operate and manage certain Portfolio Assets and
on contractors and third parties in developing its future development and construction projects.
the company results of operations and cash flows may be adversely affected if the company fails to effectively oversee
the functioning of third-party operators.
-
There can be no assurance that the Under Construction Area or Future Development Area will be
completed in its entirety in accordance with anticipated timelines or costs or that the company will achieve
the results expected from such projects, which may adversely affect its business, financial
condition, results of operations and cash flows and affect the company ability to meet its Projections.
-
The company requires capital expenditure in connection with its operations, and any failures 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
its business, financial condition, results of operations and cash flows.
-
Its Portfolio Assets may be subject to increases in direct expenses and other operating expenses.
Renovation work, repair and maintenance or physical damage to the company Portfolio Assets may disrupt
its operations and collection of rental income or otherwise result in an adverse impact on the company
financial condition and results of operation.
-
The company is 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 its businesses.
-
Its may be unable to successfully grow the company business in new geographic markets in India, which
may adversely affect its growth profile, business prospects, results of operations, cash flows and
financial condition.
-
Its may be required to record significant charges to earnings in the future when the company review its
Portfolio for potential impairment of property, plant and equipment and investment property,
including under construction property and goodwill.
-
Its may not be successful in any future acquisitions, and there can be no assurance that the company will
be able to successfully manage any assets its may acquire in the future. Further, any of the company
acquisitions in the future may be subject to acquisition-related risks.
-
Inadequate facility management could reduce the attractiveness of its Portfolio and as a result,
adversely affect the company business, financial condition, results of operations and cash flows.
-
The operations of its 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 the company is subject may have a material adverse effect on its business, financial
condition, cash flows, and results of operations.
-
There may be conflicts of interests between the Lead Managers and/or their associates and
affiliates and the Manager, the Sattva Sponsor, the Sattva Sponsor Group, the Blackstone Sponsor,
the Blackstone Sponsor Group, the Trustee and/or their respective associates/affiliates.
-
A portion of the Net Proceeds may be utilized for repayment or prepayment of certain loan
facilities availed by its Asset SPVs/Investment Entities from Axis Bank Limited, State Bank of
India, ICICI Bank Limited and Kotak Mahindra Investments Limited which are affiliates of Axis
Capital Limited, SBI Capital Markets Limited, ICICI Securities Limited and Kotak Mahindra
Capital Company Limited, respectively, who are the company Lead Managers. Further, Axis Bank Limited
is the holding company of its Trustee Axis Trustee Services Limited.
-
Any downgrading of India`s sovereign debt rating by a domestic or international rating agency
could materially and adversely affect its ability to obtain financing and, in turn, the company business and
financial performance.
-
Its may not be able to maintain adequate insurance to cover all losses we may incur in the company
business operations.
-
Its business may be adversely affected by the illiquidity of real estate investments.
-
This Offer Document contains information from the CBRE Report.
-
Security and IT risks may disrupt its business, result in losses or limit the company growth.
-
The Blackstone Sponsor has not entered into a deed of right of first offer in respect of any assets
operated by the Blackstone Sponsor Group or other entities of the Blackstone Group which could
lead to potential conflicts of interest.
-
The ROFO Deed entered into with the Sattva Sponsor is subject to various terms and conditions,
and there can be no assurance that the company will acquire any of these assets.
-
There may be changes to the Parties to the Knowledge Realty Trust in the future subject to the
framework under the SEBI REIT Regulations.
-
The company and parties associated with us are required to maintain the eligibility conditions specified
under Regulation 4 of the SEBI REIT Regulations as well as the Certificate of Registration on an
ongoing basis. Its may not be able to ensure such ongoing compliance by the Sponsors, their
respective Sponsor Groups, the Manager and the Trustee, which could result in the cancelation
of the company registration.
-
Its Sponsors will be able to exercise significant influence over certain of the company activities, and the
interests of the Sponsors may conflict with the interests of other Unitholders, or the interest of the
Sponsors may conflict with each other.
-
Conflicts of interest may arise out of common business objectives shared by the Manager, the
Sattva Sponsor, the Sattva Sponsor Group, the Blackstone Sponsor, the Blackstone 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 Sattva Group or
Blackstone, and such activities may create conflicts of interest in making investment decisions on
its behalf.
-
Blackstone Sponsor is a portfolio company of Blackstone real estate funds. Blackstone Inc. is an
investment firms and a global alternative asset manager with diverse interests across the globe;
any adverse impact on which could have a bearing on it and the performance of the company Units.
-
The company depends on the Manager and its personnel for its success. The company 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 it.
-
The company depends on the Manager to manage its business and assets, and the company results of operations, cash
flows, financial condition and ability to make distributions may be affected if the Manager fails
to perform satisfactorily, for which its recourse may be limited.
-
Its 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 the company business.
-
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 its financial condition, results of
operations and cash flows.
-
It may not be possible for Unitholders to enforce foreign judgments.
-
The company is 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 its 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.
-
Its may be subject to the Competition Act, which may require the company to receive approvals from the CCI
prior to undertaking certain transactions.
-
Trusts such as it 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 failures 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 Issue.
-
Any future issuance of Units by it 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/Issue Closing Date.
-
Its 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/Issue
Closing Date.
-
Under Indian law, non-resident investors or foreign investors are subject to investment restrictions
that limit its 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.
-
Its 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 the company Units.
