Bagmane Prime Office REIT IPO

The Formation Transactions will only be given effect to after the Bid/ Offer Closing Date and the company ability to consummate these transactions will impact the size of the Offer and the ability of the Manager to complete this Offer. Further, its 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.

The company 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 the comapny receive for the properties in its Portfolio may be less than the estimated Asset Market Rents for future leasing, and the company may not achieve our MTM Potential at the levels its expect, or at all, which could adversely affect its business, results of operations, financial condition and cash. flows.

The company do 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 Offer and the listing of the Units, its may obtain additional external debt financing, from time to time, to finance the company Portfolio Assets' business and financing requirements. The terms of this financing may limit its ability to make distributions to the Unitholders.

The REIT Regulations impose restrictions on the investments made by us and require 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 ROFO Agreement entered into by us is subject to various terms and conditions and the Manager cannot assure you that the company will be offered the ROFO Assets on terms acceptable to its 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 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.

The company business, revenues and profitability is 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, its ability to lease the company Portfolio Assets to tenants on favorable terms.

All of the 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 the company Portfolio Assets is located, could materially and adversely affect its business, financial condition, results of operations and cash flows.