Mindspace REIT
Listing performance
Scheduled dates
Tentative timetable — a past date is not confirmation the step completed
Issue details
- IPO date
- 27 Jul 2020 – 29 Jul 2020
- Listing date
- 07 Aug 2020
- Issue price
- ₹275 per share
- Lot size
- 200 shares
- Total issue size
- ₹4,500 Cr
- Market cap at offer price
- ₹23,675 Cr
- ISIN
- INE0CCU25019
- Lead managers
- Ambit Pvt.Ltd.
- Registered office
- Raheja Tower, Level 8, Block 'G',, C-30, Bandra Kurla Complex,, Mumbai - 400 051, Maharashtra
Reservation and application size
How the issue is split between investor categories, and what each may bid
| Investor category | Shares | % of net | % of total |
|---|---|---|---|
| Anchor investor · within QIB | 5,52,27,200 | — | — |
| Market maker | 0 | — | — |
Application size
Minimum 200 shares per lot, in multiples, at ₹275
| Application | Lots | Shares | Amount |
|---|---|---|---|
| Retail (min) | 1 | 200 | ₹55,000 |
| Retail (max) | 3 | 600 | ₹1,65,000 |
| S-HNI (min) | 4 | 800 | ₹2,20,000 |
| S-HNI (max) | 18 | 3,600 | ₹9,90,000 |
| B-HNI (min) | 19 | 3,800 | ₹10,45,000 |
Category limits
| Category | Bid size | Cut-off |
|---|---|---|
| Retail (RII) | Up to ₹2 lakh | Yes |
| Small HNI (sNII) | ₹2 lakh – ₹10 lakh | No |
| Big HNI (bNII) | Above ₹10 lakh | No |
| Employee | Up to ₹5 lakh | Yes |
Bidding at cut-off means accepting the final issue price without naming one. Only retail and employee applicants may do so.
Anchor investors
Institutional allocation placed a day before the issue opens, carved out of the QIB portion and locked in after listing.
Valuation and performance
Valuation at offer price
| Metric | Pre-issue | Post-issue |
|---|---|---|
| Market cap | — | ₹23,675 Cr |
About Mindspace REIT
Mindspace Business Parks REIT is a real estate investment trust registered in India that owns a diversified portfolio of 23.0 msf of completed office space, 2.8 msf of under-construction area, and 3.6 msf of future development area across four key markets. The portfolio comprises five integrated business parks with superior infrastructure and amenities (restaurants, crèches, sports arenas) and five quality independent offices. The portfolio is well-stabilized with 92.0% committed occupancy, a weighted average lease expiry of 5.8 years, and a tenant base of 172 companies including multinational corporations and Fortune 500 companies. Key assets include Mindspace Madhapur (10.6 msf, the largest in Hyderabad), Mindspace Airoli East (6.8 msf, largest in Mumbai Region), and properties in Pune and Chennai. The REIT generates revenue primarily from facility rentals, with approximately 84.9% derived from multinational corporations as of March 31, 2020.
Company Analysis
from RHPMindspace REIT owns and operates a large portfolio of Grade-A office parks and independent offices located in four key Indian office markets (Mumbai Region, Hyderabad, Pune, and Chennai) with 29.5 msf of total leasable area.
Mindspace Business Parks REIT is a real estate investment trust registered in India that owns a diversified portfolio of 23.0 msf of completed office space, 2.8 msf of under-construction area, and 3.6 msf of future development area across four key markets. The portfolio comprises five integrated business parks with superior infrastructure and amenities (restaurants, crèches, sports arenas) and five quality independent offices. The portfolio is well-stabilized with 92.0% committed occupancy, a weighted average lease expiry of 5.8 years, and a tenant base of 172 companies including multinational corporations and Fortune 500 companies. Key assets include Mindspace Madhapur (10.6 msf, the largest in Hyderabad), Mindspace Airoli East (6.8 msf, largest in Mumbai Region), and properties in Pune and Chennai. The REIT generates revenue primarily from facility rentals, with approximately 84.9% derived from multinational corporations as of March 31, 2020.
Objects of the Issue
- Repayment of borrowings incurred by the Asset SPVs ₹10,000 million (from Fresh Issue) p.1
- Repayment of borrowings p.51
- General corporate purposes p.51
- Repayment of borrowings incurred by the Asset SPVs p.128
- Funding capex for asset enhancements ₹3,368 million p.135
- Repayment of borrowings availed by certain Asset SPVs and related entities (Group Loans) Specific amount not stated in this section p.207
- Repayment of outstanding NCRPS (Non-Cumulative Redeemable Preference Shares) held by certain KRC group persons in MBPPL Not specified in this extract p.208
- General corporate purposes including acquisition of future assets, debt repayment, and capital expenditure Not specified in this extract p.203
- Partial or full repayment or prepayment of existing debt facilities availed by the Asset SPVs from banks and financial institutions p.315
- General corporate purposes of Mindspace REIT p.315
- Partial or full pre-payment or scheduled repayment of certain debt facilities of the Asset SPVs availed from banks/financial institutions (including any accrued interest and any applicable penalties/premium) ₹9,000 million p.319
- Purchase of NCRPS of MBPPL ₹334 million p.319
- General purposes ₹348 million p.319
- Not specified in this part of the document
Issue Structure
- Total Issue
- ₹45,000 million
- Fresh Issue
- ₹10,000 million (36,363,600 Units)
- Offer for Sale
- ₹35,000 million (127,272,600 Units)
- Price Band
- ₹275 per Unit
Business Model
Mindspace REIT generates revenue primarily from leasing office space to multinational and Indian corporations. The portfolio is diversified across four geographic markets and multiple tenant sectors, with no single tenant contributing more than 7.7% of gross contracted rentals. The REIT is projected to grow through organic means including lease-up of vacant space, contractual rent escalations, mark-to-market rent realization on lease renewals (estimated at 22.6% above in-place rent as of March 31, 2020), and completion of under-construction and future development areas. The REIT also provides facility management services through its facility management division.
Business Segments
SWOT Analysis
- • Large, high-quality integrated business park portfolio with scale and superior infrastructure(p.17)
- • Dominant market position in key Indian office markets with largest parks in respective regions(p.14)
- • Diversified, high-quality tenant base with leading multinational corporations(p.14)
- • Strong occupancy and long lease tenure providing revenue stability(p.14)
- • Experienced management team backed by KRC group with four decades of real estate experience(p.23)
- • Sustainability initiatives reducing tenant operating costs(p.14)
- • One of the largest Grade-A office portfolios in India with scale and quality(p.117)
- • Market-leading position in established micro-markets with significant presence(p.117)
- • Strong tenant diversification with 172 tenants, no single tenant exceeding 7.7% of revenues(p.117)
- • High-quality tenant base: 84.9% multinational corporations, 39.4% Fortune 500 companies(p.117)
- • Stabilized portfolio with 92.0% Committed Occupancy and long-term revenue visibility(p.117)
- • Superior amenities and infrastructure providing competitive advantages and cost savings(p.117)
- • Located in portfolio markets accounting for 58% of Grade-A net absorption in top six Indian markets(p.117)
- • Portfolio of large-scale, integrated business parks with market-leading positions(p.121)
- • Demonstrated track record of rental growth significantly exceeding portfolio market averages(p.118)
- • High occupancy rates materially above portfolio market benchmarks(p.118)
- • Diversified, high-quality tenant base with long-term relationships and low concentration risk(p.124)
- • Significant mark-to-market rent growth opportunity from existing leases(p.127)
- • Proven re-leasing capability at premium spreads(p.127)
- • Experienced management team with deep real estate expertise backed by established sponsor group(p.118)
- • Strategic locations in four key office markets with strong fundamentals and limited supply(p.131)
- • Scale and quality of Grade-A office portfolio in key Indian markets(p.243)
- • High occupancy with long lease tenure provides revenue visibility(p.244)
- • Diversified tenant base with multinational and Fortune 500 companies(p.244)
- • Superior portfolio performance vs market average in occupancy and rental growth(p.244)
- • Experienced management with deep real estate expertise(p.244)
- • Strong sponsor backing with four decades of real estate experience(p.244)
- • Diversified portfolio across major Indian metros with high occupancy rates(p.289)
- • Strong revenue growth driven by lease escalations and new leasing activity(p.255)
- • Long weighted average lease expiry (WALE) indicating stable tenant base(p.293)
- • High NOI margins demonstrating operational efficiency(p.291)
- • Strong cash generation capability from operations(p.265)
- • Significant portfolio scale and diversification across four key office markets(p.375)
- • Stable cash flows and strong growth potential(p.375)
- • Experienced management team backed by established K Raheja group(p.375)
- • Diversified Grade-A portfolio across major Indian markets(p.115)
- • Strong market position in IT/ITeS segment(p.115)
- • Experienced sponsor with established property development track record(p.58)
- • Diversified portfolio across multiple cities and asset types(p.533)
- • Power distribution operations providing additional revenue streams(p.533)
- • Strong revenue growth and operational profitability(p.549)
- • Significant fair value appreciation of assets(p.513)
- • Established facility rental revenue base(p.549)
- • Diversified multi-city commercial real estate portfolio with quality assets(p.560)
- • Substantial completed leasable area across operational buildings(p.605)
- • Power distribution licensing enabling additional revenue streams(p.560)
- • Significant asset value with total portfolio valuation exceeding INR 230 billion(p.603)
- • Diverse portfolio across major commercial hubs(p.654)
- • Substantial completed operational area with high occupancy(p.655)
- • Prime location of flagship asset in Mumbai's leading business district(p.656)
- • Significant future development pipeline across properties(p.655)
- • Significant concentration in technology sector tenants creating sector-specific risk(p.29)
- • High revenue concentration from top 10 tenants representing 41.6% of rentals(p.18)
- • Mindspace REIT has no operating history and combined financial statements may not reflect future performance(p.30)
- • Title defects and legal irregularities affecting multiple properties(p.30)
- • High tenant concentration with top single tenant at 7.7% of rentals and 172 tenants overall(p.29)
- • Outstanding litigations and regulatory actions involving 102 matters(p.37)
- • Dependence on key personnel for successful business operations(p.52)
- • Restrictive covenants under financing agreements limiting operational flexibility(p.46)
- • Certain lease agreements not adequately stamped or registered, creating legal exposure(p.49)
- • Do not own key trademarks and logos; reliant on licenses from Sponsors(p.48)
- • Potential conflicts of interest with Sponsors and Manager who maintain significant control(p.51)
- • Limited liability protections for Unitholders against Manager or Trustee defaults(p.59)
- • Dependence on single Manager for successful asset management and investment decisions(p.52)
- • Significant concentration of vacancy in three assets reduces overall portfolio flexibility(p.136)
- • Exposure to tenant concentration with top 10 tenants accounting for substantial revenue(p.125)
- • Under-construction projects with completion and pre-leasing execution risk(p.137)
- • Leverage reduction through fresh issue proceeds introduces dilution for existing investors(p.128)
- • High dependence on technology sector revenue concentration(p.246)
- • Expiring tax holiday benefits for certain Asset SPVs(p.248)
- • Potential conflicts of interest with sponsor and related parties(p.206)
- • Significant finance costs consuming portion of total income(p.247)
- • High debt levels limiting financial flexibility(p.270)
- • Concentration of revenue from limited number of properties(p.252)
- • Significant capital expenditure requirements for under-construction projects(p.270)
- • Negative cash position affecting liquidity(p.265)
- • Contingent liabilities related to tax matters(p.271)
- • High consolidated debt requiring substantial repayment from IPO proceeds(p.320)
- • Dependence on sponsor group entities with significant ongoing indebtedness obligations(p.337)
- • Sponsor group maintains majority control with lock-in and pledge restrictions limiting operational flexibility(p.344)
- • Multiple layers of related-party transactions and intercompany loans with complex repayment structures(p.337)
- • Complex litigation from historical Malad land dispute involving founder with claims of breach of 1995 Agreement(p.381)
- • Prosecution criminal case against three sponsor individuals for alleged fraud and misappropriation of funds(p.396)
- • Multiple income tax investigations and demands across REIT entities and sponsors(p.383)
- • Land title and development rights not registered for Horizonview's Commerzone Porur project(p.385)
- • Prolonged regulatory non-compliance regarding environmental clearances across portfolio properties(p.392)
- • Sponsor group entangled in decades-long family partition dispute over group assets(p.399)
- • Pending litigation from Stargaze regarding land ceiling regulations(p.422)
- • Multiple labour disputes across properties(p.422)
- • Significant tax contingencies across SPVs(p.422)
- • Pending regulatory approvals for certain properties and developments(p.432)
- • Significant leverage with high debt levels(p.546)
- • Asset litigation and legal claims affecting Paradigm property(p.500)
- • Contingent tax liabilities from multiple tax authorities(p.553)
- • Dependence on intercompany loans and treasury operations(p.533)
- • Accounting estimate changes reducing reported depreciation(p.537)
- • High debt-to-equity ratio indicating significant leverage(p.562)
- • Accumulated losses requiring capital reduction(p.556)
- • Concentration of revenue among limited major customers(p.562)
- • Reliance on related party loans and intercorporate financing(p.560)
- • Power distribution business showing consistent losses(p.560)
- • High vacancy in Mindspace Airoli West completed area(p.667)
- • Significant vacancy in Gera Commerzone Kharadi completed area(p.669)
- • Portfolio concentration in Hyderabad with multiple assets in single micro-market(p.655)
- • Strong market fundamentals in Portfolio Markets with absorption exceeding supply(p.22)
- • Significant organic growth potential through lease-up of vacant space and mark-to-market re-leasing(p.19)
- • Development pipeline expansion with 6.5 msf of future development potential(p.20)
- • ROFO arrangement providing access to additional 8.6 msf of assets from KRC group(p.21)
- • India's services sector growth driven by technology and corporate services demand(p.14)
- • Growing technology sector and GCC expansion driving office space demand(p.71)
- • Strong long-term structural growth in Indian economy and services sector(p.69)
- • India's emerging as beneficiary of global business relocation due to cost advantages(p.76)
- • Preference for Grade-A assets with campus-styled developments and superior infrastructure(p.76)
- • Growing consolidation trend favoring large organized office developers with better assets(p.78)
- • Opportunity to expand portfolio through ROFO agreement with Sponsors(p.52)
- • Planned infrastructure projects enhancing connectivity and tenant demand in portfolio markets(p.92)
- • Development of integrated IT township offering attractive regulatory incentives(p.49)
- • Organic NOI growth through embedded rent escalations and lease-up of contracted but non-commenced space(p.118)
- • Significant mark-to-market re-leasing opportunity as leases expire(p.137)
- • On-campus development pipeline with tenant-driven demand(p.128)
- • Right of first offer on KRC group's future real estate developments(p.134)
- • Growth through strategic acquisitions in portfolio markets with strong structural tailwinds(p.137)
- • India's structural growth in high-value services sectors supporting tenant demand(p.129)
- • Growth through organic leasing and mark-to-market rent realization(p.244)
- • Strong projected NOI growth from multiple growth drivers(p.244)
- • Expansion through right of first offer (ROFO) on future KRC group assets(p.232)
- • Portfolio expansion through on-campus development(p.244)
- • Strong market fundamentals in Portfolio Markets(p.246)
- • Significant expansion potential through under-construction area completion(p.295)
- • Revenue growth from mark-to-market re-leasing at higher rents(p.293)
- • Leasing of significant vacant area at market rates(p.293)
- • New facility management services revenue stream (CAMPLUS)(p.289)
- • Projected substantial distribution capacity to unitholders(p.282)
- • Deployment of fresh issue proceeds to reduce consolidated debt and improve debt-equity ratio for future fundraising(p.319)
- • Flexibility in deploying unused proceeds for working capital and general corporate purposes(p.337)
- • Growth in India's IT/ITeS and GCC sector(p.115)
- • Portfolio expansion through identified ROFO assets(p.463)
- • Development of future parcels across portfolio(p.463)
- • Expansion into facility management services(p.552)
- • Growth in IT park and SEZ development(p.533)
- • Capital commitments for future development(p.553)
- • Investment property under construction pipeline(p.536)
- • Planned facility management business expansion across portfolio(p.636)
- • Significant future development pipeline across multiple properties(p.618)
- • Land parcels available for sale generating monetization potential(p.588)
- • Expansion of commercial real estate platform through acquisitions(p.627)
- • Significant undeveloped land parcels available for future monetization(p.656)
- • Large-scale future development optionality in Hyderabad(p.657)
- • Government stimulus and economic recovery to support demand(p.655)
- • Expected recovery and renewal demand post-pandemic(p.654)
- • COVID-19 pandemic causing operational disruptions and uncertain future impact on office real estate demand(p.16)
- • Commercial real estate market cyclicality and potential downturn affecting demand(p.29)
- • Increased competition in real estate markets potentially affecting lease rates and occupancy(p.29)
- • SEZ regulations and potential de-notification reducing tax benefits(p.43)
- • Regulatory framework for REITs in India relatively untested and evolving(p.26)
- • Tenant ability to pay rent may be affected by economic downturn and sectoral disruptions(p.27)
- • COVID-19 pandemic causing economic slowdown and delayed decision-making by tenants(p.75)
- • Expected increase in vacancy levels in portfolio markets due to supply-demand imbalance(p.87)
- • Regulatory changes and tax policy modifications affecting REIT profitability(p.54)
- • Slowdown in Indian economy adversely affecting real estate sector demand(p.53)
- • Illiquidity of real estate assets limiting ability to respond to market changes(p.47)
- • Natural disasters and physical damage to properties disrupting operations(p.46)
- • Currency fluctuations affecting foreign investor returns on investment(p.57)
- • Risk of compulsory land acquisition by government at inadequate compensation(p.50)
- • COVID-19 pandemic causing tenant operational disruptions and reduced rent collection(p.120)
- • Tenant lease non-renewal risk and difficulty re-leasing at favorable terms(p.122)
- • Reliance on Mumbai, Hyderabad, Pune and Chennai markets exposes to regional economic concentration(p.130)
- • Commercial real estate market supply-demand imbalance could pressure rental growth(p.131)
- • Regulatory and compliance risks in multiple jurisdictions across portfolio markets(p.176)
- • Trademark and intellectual property licensing dependence on sponsors(p.176)
- • COVID-19 pandemic impact on tenant demand and construction(p.245)
- • Economic slowdown and reduced commercial real estate demand(p.245)
- • Construction delays and cost overruns for under-construction properties(p.247)
- • Intense competition affecting lease rates and occupancy(p.248)
- • Rising maintenance costs as portfolio ages(p.247)
- • Regulatory changes and SEZ denotification risks(p.248)
- • COVID-19 pandemic disrupting tenant operations and rent collection(p.293)
- • Construction delays impacting revenue from under-construction properties(p.296)
- • Tenant concentration risk affecting revenue stability(p.273)
- • Rising interest rates increasing financing costs(p.272)
- • Regulatory and tax uncertainties impacting profitability(p.271)
- • Strong industry fundamentals may not materialize and real estate sector cyclicality could impact performance(p.375)
- • Dependence on tenant retention with long-term lease relationships vulnerable to economic downturns(p.375)
- • Significant exposure to regulatory changes affecting REIT operations, debt structuring, and distribution requirements(p.377)
- • Litigation risk from third-party claimants to portfolio land parcels across multiple jurisdictions(p.388)
- • Regulatory risk from ongoing environmental compliance violations at multiple portfolio sites(p.393)
- • Royalty/compensation claims from government bodies regarding SEZ and industrial land developments(p.387)
- • Electricity regulatory proceedings against distribution licensees affecting power supply certainty(p.385)
- • Regulatory changes in land acquisition and property laws(p.427)
- • Environmental compliance requirements and clearance dependencies(p.428)
- • Cyclicality and competition in commercial real estate sector(p.115)
- • Economic regulation and policy changes affecting IT/ITeS sector(p.115)
- • Regulatory changes affecting tax benefits and deductions(p.553)
- • Service tax retrospective application uncertainty(p.554)
- • Government policy changes on land use and development rights(p.513)
- • Electricity regulatory framework changes(p.515)
- • External litigation affecting operations and asset value(p.554)
- • COVID-19 pandemic impacting business operations and asset values(p.556)
- • Uncertainty in commercial real estate demand and rental recovery(p.594)
- • Regulatory dependence for power distribution business margins(p.618)
- • Lease reversion risk with discounted rents to anchor tenants(p.601)
- • Construction and completion timeline risks on under-construction assets(p.617)
- • Pandemic-driven delays in construction and supply delivery(p.654)
- • Short-term impact on demand from delayed expansion decisions(p.654)
- • Uncertainty in magnitude of pandemic impact on commercial real estate(p.654)
- • Shift toward peripheral office locations driven by cost control(p.654)
Promoters
| Name | Role | Pre-Issue | Post-Issue |
|---|---|---|---|
| Anbee Constructions LLP | Sponsor | — | — |
| Cape Trading LLP | Sponsor | — | — |
| CTL | Sponsor | — | — |
| ACL | Sponsor | — | — |
| KRC group | Sponsor Group | — | At least 50% of Units (subject to financing agreement conditions requiring at least 51% in certain Asset SPVs) |
| Anbee Constructions LLP | Sponsor | — | — |
| Cape Trading LLP | Sponsor | — | — |
| Mr. Ravi C. Raheja | Promoter/Partner of Sponsors | — | — |
| Mr. Neel C. Raheja | Promoter/Partner of Sponsors | — | — |
| K Raheja group (through various Sponsor entities) | Promoter/Sponsor Group | — | 51.3% (post-Offer at ₹275 per unit) |
| BREP Entities (Brookfield Real Estate Partners) | Promoter Group | — | 9.2% (post-Offer at ₹275 per unit) |
| ATL (Aries Trustees Limited) | Sponsor | — | 70,809,780 Units to the Sponsors |
| CTL (Centaur Trustees Limited) | Sponsor | — | 70,809,780 Units to the Sponsors |
| APIIC (Andhra Pradesh Industrial Infrastructure Corporation) | Promoter Group | 11% in Intime, Sundew, and KRIT | 11% in Intime, Sundew, and KRIT |
| K Raheja Corporation (KRC) group | Promoter Group | 85.31% | 48% (minimum maintained per document) |
| Mr. Chandru L Raheja | Promoter | 5.9% | 5.5% |
| Anbee Constructions LLP | Co-Sponsor / Promoter | 50% of Mindspace REIT | — |
| Cape Trading LLP | Co-Sponsor / Promoter | 50% of Mindspace REIT | — |
| Ravi C. Raheja | Promoter | — | — |
| Neel C. Raheja | Promoter | — | — |
| Chandru L. Raheja | Promoter | — | — |
| Anbee Constructions LLP | Sponsor | — | — |
| Cape Trading LLP | Sponsor | — | — |
| Ravi C. Raheja | Promoter/Sponsor Group | — | — |
| Neel C. Raheja | Promoter/Sponsor Group | — | — |
| Chandru L. Raheja | Promoter/Sponsor Group | — | — |
| Jyoti C. Raheja | Promoter/Sponsor Group | — | — |
| Mr. Chandru L. Raheja | Promoter/Promoter Group | — | — |
| Mrs. Jyoti C. Raheja | Promoter/Promoter Group | — | — |
| Mr. Ravi C. Raheja | Promoter/Promoter Group | — | — |
| Mr. Neel C. Raheja | Promoter/Promoter Group | — | — |
| BREP Asia SG Pearl Holding (NQ) Pte. Ltd. | Promoter/Promoter Group | — | — |
| BREP Asia SBS Pearl Holding (NQ) Ltd | Promoter/Promoter Group | — | — |
| BREP VIII SBS Pearl Holding (NQ) Ltd | Promoter/Promoter Group | — | — |
Leadership
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