K Raheja Corp Investment Managers LLP LLP Identification Number (LLPIN): AAM-1179 Regd
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Date: June 04, 2021 To, The National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, 5th Floor, 25th Floor, Phiroze Jeejeebhoy Towers, Plot No. C/1, G- Block, Dalal Street, Bandra Kurla Complex, Mumbai- 400001 Bandra (E), Mumbai- 400051. Scrip Symbol “MINDSPACE” (Units) Scrip Code “543217” (Units) and Scrip Code “960104”, “960327”, 973069 and “973070” (Debentures) Subject: Submission of the 1st Annual Report of Mindspace Business Parks REIT along with the Notice of 1st Annual Meeting of unitholders of Mindspace Business Parks REIT for the financial year ended March 31, 2021. Dear Sir/Madam, Pursuant to Regulation 23 of the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 and other applicable rules, regulations and circulars, please find enclosed herewith the 1st Annual Report of Mindspace Business Parks REIT along with the Notice of 1st Annual Meeting of unitholders of Mindspace Business Parks REIT for the financial year ended March 31, 2021. Kindly take the same on your record. Thanking you, For and on behalf of K Raheja Corp Investment Managers LLP (acting as the Manager to Mindspace Business Parks REIT) Authorised Signatory Name: Rohit Bhase Designation: Compliance Officer Place: Mumbai Encl: As above K Raheja Corp Investment Managers LLP LLP Identification Number (LLPIN): AAM-1179 Regd. Office: Raheja Tower, plot No. C-30, Block ‘G’, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 Phone: +91 – 22- 2656 4000 | mindspacereit.com MORE THOUGHT PER SQUARE FOOT ENLIVENING WORKSPACES Mindspace Business Parks REIT Annual Report 2020-21 CONTENTS WHO WE ARE MORE Mindspace REIT at a glance 04 Sponsors 06 Corporate structure 08 Governing Board 10 THOUGHT Portfolio 12 PER Tenants 14 Our drivers 16 Our Properties SQUARE Page 58 OUR ESG PRIORITIES Environment 36 FOOT Social 42 Governance 50 INDUSTRY LANDSCAPE 52 The workspace is ever evolving. At Mindspace REIT, every square feet of our portfolio is designed to facilitate creativity, productivity, collaboration OUR PROPERTIES 58 Crafting inspiring workspaces Response to COVID-19 and wellness. We have developed an amenitized Page 28 INVESTOR ASSOCIATION 76 for millenials that can do more community-based ecosystem that can accommodate the growing ambitions of our tenants and it is designed to APPRECIATIONS AND RECOGNITIONS 79 than just facilitating work requires harness the passion of their dynamic workforce. HOW WE PERFORMED STATUTORY REPORTS thoughtful interventions. The pandemic has reinforced the fact that human beings are Message from the CEO 18 Management Discussion and Analysis 83 wired to be social. Workspaces that facilitate both personal Key highlights 20 Risk Factors 95 and professional engagements are likely to be in high Leasing highlights 22 Material Litigations and Regulatory Actions 99 demand in the new normal, as organizations emphasize the Project update 24 Report on Corporate Governance 134 health, safety and overall wellbeing of their employees. Asset enhancements 25 Key performance indicators 26 FINANCIAL STATEMENTS Response to COVID-19 28 Standalone 149 Consolidated 191 OUR VALUE CREATION APPROACH SUMMARY VALUATION REPORT 270 Stakeholder engagement 30 Strategy 32 ABOUT THIS REPORT The first Annual Report of Mindspace Business Parks REIT (Mindspace REIT) reflects our continued commitment to transparent Strategy stakeholder communication. Page 32 The statutory sections, including Management Discussion and Analysis are presented as per Schedule IV of SEBI (Real Estate Investment Trusts) Regulations, 2014 (REIT Regulations) as amended from time to time. Online report can be accessed here Reporting scope and boundary This is the report on performance of Mindspace Business Parks REIT which covers its business, along with associated activities, which enable short, medium and long-term value creation. Responsibility of those charged with governance Mindspace REIT is managed by K Raheja Corp Investment Managers LLP (Manager). Senior management of the Manager, under the supervision of the CEO, has reviewed the Annual Report's content. Governing Board of the Manager has approved this report at its meeting held on May 14, 2021. Mindspace Business Parks REIT Our philosophy for sustainable business Key stakeholders Business partners Communities Employees Lenders Mindspace REIT is sponsored by Cape Trading LLP and Anbee Constructions LLP, which are part of K Raheja Corp Group (KRC group). Mindspace REIT owns and operates Grade A office portfolio Rating Agencies Tenants Unitholders Page 30 spanning across 30.2 msf in Mumbai Region, Hyderabad, Pune and Chennai comprising 23.9 msf completed area. Our resources Strategy FINANCIAL PROPERTY HUMAN AND SOCIAL AND NATURAL S1 S2 RESOURCES RESOURCES INTELLECTUAL RESOURCES RELATIONSHIP RESOURCES RESOURCES We follow a disciplined approach Our portfolio comprises high quality Experienced and diverse We work closely with our We continue to proactively adopt towards managing our financial office assets that provide delightful management team of the Manager. communities (especially women and sustainable practices at our S3 S4 resources. Our endeavor is to experience to our tenants. We have children) for their skill training and business parks. Key areas of optimize the capital structure, a prominent presence in the markets education. We closely engage with focus include reduction of carbon maintain comfortable leverage, where we operate. Our focus is to tenants, business partners and other footprint, nature conservation, generate free cash flows and further fortify our portfolio and build key stakeholders to build strong and adoption of renewable energy, create long-term, sustainable a virtuous ecosystem via tenant mutually beneficial relationships. electric mobility, efficient waste value for our unitholders. retention, expanding footprint of management, energy and water S1 existing tenants and new tenant conservation across our parks. addition. We continue to explore strategic value accretive organic and Growth through repeat inorganic opportunities to enhance business and focused addition our footprint. of new tenants FY21 resource-wise highlights S2 Distribution yield (Annualized) Total leasable area2 Employee retention1,3 Total Tenants2 Charging points for electric vehicles Maximizing performance through active asset 7.0% 30.2 msf c.90% 160+ 950+ management Students benefited from 'Room to Read', and "Deeds Public S3 Charitable Trust", literacy initiatives Net Debt to Market Value2 Gross leasing1 Training hours3 supported by Mindspace REIT Renewable power capacity1 Capital structure optimisation and efficient capital allocation 14.0% 3.5 msf 320+ 2,500+ 1.6 MW S4 Page 26 Page 22 & 58 Page 42 Page 46 Page 36 Sustainable value creation 1For the year ended March 31, 2021. 2 As on March 31, 2021 Page 32 3All employee related statistics are include details for The Manager and Asset SPVs 02 Annual Report 2020-21 03 Mindspace Business Parks REIT Mindspace REIT at a glance Quick facts 23.9 msf 56 A gateway to Completed Area Premium buildings across 10 office assets infinite possibilities 1 36 ` 246 billion Green buildings Market Value 2,3 Mindspace REIT provides a community-based ecosystem to leading Mindspace REIT via its in-house facility corporates. Our office spaces are designed to meet the evolving management division continues to act needs of ‘new-age businesses’ and appeal to millennial generation. as a creator of enduring experience With high quality infrastructure and amenitized campuses, we for our tenants and a facilitator of their have emerged as a partner of choice for both domestic and growth plans. We strive to build a 160+ 6 years Marquee tenants WALE foreign multinationals. We own one of India’s largest Grade-A sustainable ecosystem for our tenants office portfolios comprising five integrated business parks and via deployment of energy efficient All above figures are as on March 31, 2021 five independent office buildings in four key office submarkets of systems, renewable energy generation, 1 Includes 1 pre-certified building 2 The Market Value of Mindspace Madhapur is with respect to Mumbai Region, Pune, Hyderabad and Chennai. We have further facilitating improved air quality, 89.0% ownership diversified our tenant portfolio to include data centers having promoting biodiversity and recycling 3 As valued by Independent Valuer signed up the first data center tenant at our park in Mindspace Airoli via embracing latest technologies. (West), Mumbai Region. WHO WE ARE Our drivers Mindspace REIT at a glance Strong presence Diversified and in four key office quality tenant base markets of India with long-standing relationships Proactive capital Experienced management management team Stable cash flows with robust growth potential Page 16 04 Annual Report 2020-21 05 Mindspace Business Parks REIT Sponsors KRC group has presence across the entire real estate value chain, from acquiring land to developing and operating A legacy of 4 decades in building assets across offices, hospitality, malls, residential and retail segments. It has partnered with several marquee institutional investors including Blackstone, GIC among others. one of the largest real estate portfolios in the country KRC GROUP KRC group with a legacy of 4 decades, has a proven track record of creating micro markets via mixed-use ecosystem, strong institutional experience and focus on sustainable development. Our sponsors, Anbee Constructions LLP and Cape Trading LLP are part of KRC group, one of the leading real estate developers in India. ret es 270+ ail out erat lets Op across India Retail KRC GROUP: QUICK FACTS (Information is as on March 31, 2021) s s o Development footprint across Green building footprint r c O asset classes a p s e t r WHO WE ARE c a e j 3 ti >20 msf o o , >43 msf r s 0 n p e H a l l 0 l i a o a i s h t t 0 ti i n p o e i n t + t c a d e i e li s t l d y i e 5 k s R e Listed entities Sponsors e y r s d Various entities in KRC group are certified e p o 3 as 'Great Place To Work' l e v e D ) d e O g ff a D ic ls n > e e al 2 v M a el /m 5 o d .