Nexus Select Trust Management Discussions

Management Discussion and Analysis

The discussion and analysis of our financial condition and results of operations that follow are based on Audited Consolidated Financial Statements of Nexus Select Trust and the REIT assets/SPVs (together known as the Group) for the year ended March 31, 2025 (‘FY25) prepared in accordance with the Indian Accounting Standards (Ind AS) and applicable REIT Regulations.

Some of the information contained in the following discussion(s), including information with respect to our plans and strategies, may contain forward-looking statements based on the currently held beliefs, opinions and assumptions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, financial condition, performance, or achievements of the Nexus Select Trust or industry results, to differ materially from the results, financial condition, performance or achievements expressed or implied by such forward-looking statements. In addition to statements which are forward looking by reason of context, the words may, will, should, expects, plans, intends, anticipates, believes, estimates, predicts, potential or continue and similar expressions identify forward-looking statements. Please refer the disclaimer section at the end of the Annual Report for a discussion of the risks and uncertainties related to those statements. You should read this discussion in conjunction with our Audited Consolidated Financial Statements that we have included in this Annual Report and the accompanying notes to accounts.

Overview

Nexus Select Trust (‘NXST or ‘the Trust), incorporated on August 2022, is Indias first publicly listed retail Real Estate Investment Trust (REIT) focused on developing and operating high-quality consumption centres. The Trust is registered under the Indian Trusts Act, 1882 and regulated by SEBIs REIT Regulations, 2014 (as amended from time to time). NXST is sponsored by Wynford Investments Limited, an affiliate of Blackstone Incorporation and has emerged as a market leader in the organised consumption real estate space. We own and manages a portfolio of 18 Grade-A urban consumption centres (10.4 Million Square Feet), two premium hotels (354 keys) and 3 commercial office spaces (1.3 Million Square Feet). Our 18 Grade-A urban consumption centres are strategically located across 14 prominent cities such as Delhi, Navi Mumbai, Bengaluru, Pune, Hyderabad and Chennai. Our assets are located in prime in city-center locations in close proximity to dense residential catchments and are well-connected to key transport and social infrastructure. All of our retail assets continued to be highly occupied with a well-diversified tenant mix and stable lease expiry profile ensuring stable rental income.

Our focus remains on strategic acquisitions aligned with our long-term goals, backed by a robust balance sheet that provides a flexibility to leverage debt.

NXST remains committed to operational excellence and sustainability across its portfolio. The Trust is increasing its reliance on renewable energy and investing in initiatives that enhance tenant and customer engagement. NXST has attracted leading international brands like Foot Locker, Apple, Tim Hortons and YSL Beaute, all of which chose Nexus malls to launch their first stores in India, delivering strong performance.

The Trust has further boosted engagement through the NexusONE App, immersive experiential events and anamorphic digital screens, which have augmented footfalls, brand partnerships and created additional income avenues. The NexusOne app remains one of Indias top shopping mall apps, with lifetime sales uploads surpassing ‘TIO Billion. Currently launched in 15 ofour malls with a user base of more than 5 lakh unique customers, reflecting strong customer engagement and loyalty. Moreover, we remain focused on factors such as tenant satisfaction, customer satisfaction, property quality and employee well-being.

NXST is honoured to be recognised as a ‘Great Place to Work for five consecutive years, highlighting its commitment to supporting a culture of innovation, excellence and strong stakeholder engagement while creating long-term value.

Diversified Business Portfolio

Retail Operations (Lease Contracts and Tenant Partnerships):

The Trust has developed a high-quality and diversified tenant mix, comprising over 1,000 domestic and international brands across approximately 3.000 stores. NXST retail assets are 97.2% occupied with marquee tenants such as Apple, Foot Locker, YSL Beaute, Prada Beauty, Oucci Beauty, Sephora, Zara, etc.

Pro-active Lease Management: Pro-active lease management has enabled a 20% mark-to-market (MTM) rental upside over the past 6 years, with an average annual lease expiry of approximately 1.2 Million Square feet. During FY 2025, NXST has leased approximately

1.1 Million Square Feet across 800+ deals including releasing of approximately 1.0 Million Square Feet and achieved a 20% MTM rental upside. NXST has strategically churned approximately 50% of the area re-leased before expiry during FY2025.

Lease Expiry Profile: Our retail portfolio has a well-staggered lease expiry profile over the next four years, with over 50% of gross rentals offering a 20% mark-to- market (MTM) upside.

NXST has curated a well-balanced mix of tenants across various sectors, including apparel and accessories, electronics, jewellery, beauty and personal care, footwear and fitness, entertainment and food & beverages (F&B), to offer a comprehensive shopping and entertainment experience to consumers.

Hospitality Business: Our hospitality business demonstrated strong performance, supported by sustained recovery in travel demand. We maintained healthy occupancy levels of above 70% at our two hotel assets: Hyatt Regency Chandigarh and Oakwood Residence, Bengaluru, while achieving growth in Average Daily Rate (ADR), reflecting enhanced pricing power and improved operational efficiencies. NXST remains committed to further strengthening its hospitality portfolio through targeted upgrades, efficient asset utilisation and continued alignment with evolving customer preferences in the premium hospitality segment.

Office Portfolio

Office portfolio includes 3 commercial offices-Westend Icon Offices, Pune, Elante Office, Chandigarh and Vijaya Office, Chennai with gross leasable area of 1.3 Million Square Feet. The office portfolio is 85% occupied with marquee tenants like Kone, Share-A-Space, IffcoTokio.

Transformational Growth Approach

Nexus 2.0 is anchored in a bold vision to double its portfolio by 2030, guided by a flexible, customer- first mindset. A cluster-based approval framework will accelerate decision-making, while an evolving brand and category mix will keep offerings aligned with shifting consumer preferences. Adaptable store formats with future-ready layouts will address varied shopping behaviors and the integration of personalised services and digital innovation will elevate the overall customer journey.

Elevating Tenant Mix and Performance

A key growth pillar involves upgrading the retail mix by introducing premium and globally recognised brands, with a strong emphasis on expanding the footprint of international players in India. Targeted focus on high-consumption categories like jewellery, beauty, personal care and food & beverage is enhancing relevance and engagement. The rollout of modern, immersive store designs is further boosting footfall and customer spending.

Reimagining the Mall Experience

As part of its vision to develop distinctive and future- ready retail destinations, Nexus Select Trust is rolling out experiential upgrades through itsWoW Spacesinitiative. This programme focuses on enhancing the overall mall experience by introducing premium amenities such as women-only parking, valet services, digital lockers, childcare facilities and pet-friendly zones-designed to cater to diverse visitor needs. Complementing these efforts, Nexus remains firmly committed to sustainability, with a clear goal of achieving Net Zero emissions for Scope 1 and 2 by 2030.

Immersive Engagement & Tech Integration

Innovative visual technologies like New Gen Interactive LEDs will bring energy and interactivity to mall environments. Regular large-scale events and installations will drive sustained footfall, while the NexusONE App will enable a unified, tech-enabled shopping experience. Enhanced branding across key zones-such as food courts and parking areas-will further improve visibility and convenience for both tenants and shoppers.

Consumer-Driven Retail Curation

The Trust continues to fine-tune its tenant mix with a focus on categories that consistently deliver strong sales and consumer engagement. This approach has resulted in steady 6-8% annual tenant sales growth and maintained occupancy levels of-97%, underscoring the strength and resilience of its portfolio.

Strategic Acquisitions for Scale

Nexus Select Trust plans to expand its leasable area from 10 Million to 18-20 Million Square Feet over the next five years by acquiring Grade-A retail assets in high-demand urban markets. These acquisitions will be executed through a mix of cash deals and share/unit swaps, allowing for scalable growth while maintaining financial discipline.

Robust Financial Management

With a prudent leverage ratio of 16% Loan-to-Value (LTV), Nexus retains significant headroom to raise capital-up to $1 Billion for future expansion. Recent refinancing at competitive rates further optimises the cost of debt, while a robust AAA/Stable credit rating reflects continued financial strength and credibility.

Indian Economy

India remains one of the fastest-growing major economies, driven by its demographic strengths, robust domestic demand and ongoing structural reforms. The country continues to play an increasingly influential role in the global economy, supported by strong CST collections and sustained momentum across key sectors such as manufacturing, infrastructure and technology. Indias GDP growth expected to be 6.5% in FY25, according to the Ministry of Statistics and Programme Implementation (MOSPI). Despite global headwinds, India has managed to maintain a steady growth path, strengthened by the strong performance of its services sector, increased public investment in infrastructure and government-led initiatives aimed at digital transformation, financial inclusion and improving the ease of doing business.

Inflation remained a persistent concern through FY 2025, driven by ongoing global supply chain disruptions and fluctuating commodity prices. In response, the RBIs MPC implemented two consecutive 25 basis point cuts to the repo rate, bringing it down to 6% as of April 2025, while maintaining an accommodative stance. Further, on June 6, RBI MPC declared 50 basis point cut to repo rate, bringing it further down to 5.5%. Consumer Price Index (CPI) inflation is projected to average 4.9% for FY 2025, an improvement from 5.4% in the previous year and is expected to ease further to 3.7% in FY 26. Despite external pressures, Indias medium-term growth outlook remains positive, supported by proactive policy interventions, a growing middle class and strengthening domestic economic fundamentals.

Outlook

Indias economic outlook remains robust despite persistent geopolitical tensions and global market volatility, with GDP growth expected to surpass the global average. The economy is projected to grow by 6.5% year-on-year in FY 2026, maintaining the momentum estimated for FY2025.Thissustained growth supported by strategic government initiatives and increased investments in infrastructure, renewable energy and digital transformation, is strengthening Indias long-term expansion trajectory and global competitiveness. These developments are setting the stage for India to become the worlds third-largest economy by 2030, with a projected GDP of $7 Trillion. While recent tariffs have had a mixed impact-posing challenges for certain export-driven sectors while benefiting some domestic industries through reduced import competition-investor sentiment is expected to remain resilient. Although global uncertainties have temporarily weighed on commercial investments, ongoing policy reforms and rapid digitalisation are promoting greater transparency and efficiency, making the Indian economy more structured, adaptive and future-ready.

Source:

Ministry of Statistics & Programme Implementation

Industry Overview Retail Industry

Indias retail industry has witnessed remarkable expansion over the last ten years, increasing from Rs.35 trillion in 2014 to Rs.82 Trillion in FY 2024, representing a compound annual growth rate (CACR) of 8.9%. This surge is attributed to robust demand across diverse sectors, including electronics, fashion and jewellery, beauty and personal care, alongside the growth of organised retail, heightened investments and rapid advancements in online shopping platforms. Organised retail has consistently outpaced the broader market, driven by consumers growing preference for contemporary shopping environments, enhanced store experiences and heightened confidence in branded outlets. These dynamics have been supported further by urban growth, rising disposable incomes and the widespread embrace of omnichannel retail approaches.

The countrys economic outlook remains robust, with average annual growth expected to increase from 5.8% in the 2014-2024 period to 6.3% over 2024-2034. Private consumption is forecast to more than double, rising from $2.3 Trillion in FY 2024 to $5.5 Trillion by FY 2034, fuelled by increasing incomes, a growing middle class and ongoing urbanisation.

According to Boston Consulting Group (BCG) and the Retailers Association of India (RAI), with consumer confidence rising due to economic stability, higher disposable incomes and easing inflation, the retail market is expected to continue its strong growth, surpassing Rs.190 Trillion by FY 2034.

Premiumisation is on the rise as more consumers enter higher income brackets, although value-for-money remains a priority across all income groups. Digital payment transactions have experienced significant growth, exceeding 18,000 crore transactions in FY 2025. The shift towards digital payments and online shopping continues to gain momentum, although majority of purchases are still made offline. While globalisation is gaining traction, Indian consumers continue to favour local products, with many opting for domestically produced goods. Retailers are evolving by introducing trendy private-label products at accessible prices, offering distinctive designs, enhancing in-store experiences and balancing premium and private-label brand offerings all supported by fast delivery and omnichannel strategies. At the same time, international beauty brands are experiencing notable growth in online sales and expanding their offline stores in India. International beauty brands like NARS, YSL Beaute, Gucci Beauty, Prada Beauty, etc., have opened stores in India in the last few years.

Source:

Secondary Research

The success of retail sector augurs well for the retail real estate industry, which is buoyed by the following factors:

Favourable Demand and Supply Dynamics

Currently, India has only 105 Grade A retail assets totalling to 60 Million Square Feet of Grade A retail stock, which accounts to only 22% of total organised retail assets in India. Only 18% of retail in India is organised and 82% of retail in India is still unorganised. This limited penetration of organised retail in India creates significant growth potential for high-quality retail assets. This scarcity drives strong demand from both international and domestic brands seeking quality spaces in well- managed malls located in urban consumption hubs. As a result, premium retail assets benefit from higher occupancy, better tenant mix and robust rental growth. It also leads to a supply-demand imbalance, allowing Grade A malls to command stronger pricing power and long-term leasing traction, reinforcing their position as preferred destinations for both consumers and retailers.

Omnichannel Presence

D2C brands are increasingly strengthening their presence in offline stores to offer a seamless and integrated shopping experience. By leveraging physical spaces for experiential retail, quick fulfilment and customer engagement, they bridge the gap between digital convenience and in-store touchpoints. This strategy enhances brand visibility, builds trust and caters to evolving consumer preferences for both online and offline interactions.

Example: Nykaa, Lenskart, Zouk, Neemans, Mokobara.etc.

Entry of International Brands in India

India has emerged as a key destination for international brands, driven by its large consumer base, rising disposable incomes and growing appetite for premium and lifestyle products. International brands are entering the Indian market through strategic partnerships, franchise models, or direct investments, tapping into high-footfall retail destinations and affluent urban centres. Their entry not only enhances the diversity of offerings in malls but also elevates the overall shopping experience, contributing to the premiumisation of Indian retail. According to ILL, over past four years, 60 international brands have entered India, with new entrants nearly doubling from 14 in 2023 to 27 in 2024. In 2024, international brands entered the Indian market across categories such as fashion, beauty and personal care, home decor and food & beverage, often leveraging partnerships with major local players. The growing presence of these brands underscores Indias emergence as a critical hub for international retail expansion.

Example: Apple, YSL Beaute, NARS, Prada Beauty, Gucci Beauty, etc.

Rising Luxury Demand

Indias luxury market is undergoing a significant transformation, propelled by a growing population of high-net-worth individuals (HNIs), an expanding middle class and increasing disposable incomes. International luxury brands are increasingly prioritising India for expansion, responding to the countrys rising demand for premium products.

A report by Bain & Company projects Indias luxury market to grow over threefold, reaching approximately $85 to $90 Billion by 2030, driven by sustained economic growth. This momentum is attracting international brands looking beyond China, as they strengthen their digital presence and tailor offerings to align with Indian consumer preferences, positioning India as a prominent player in the international luxury landscape.

The 2024 Huron India Rich List highlights a surge in wealth, with the number of billionaires rising to 334-an increase of 75 from the prior year. This wealth expansion is fuelling luxury demand not only in major metropolitan areas like Mumbai and Delhi but also in emerging urban centres such as Hyderabad, Ahmedabad and Chandigarh.

Strength

Robust Economic Growth: Indias robust economic growth continues to boost demand for commercial real estate and urban consumption centres across Tier 1 and Tier 2 cities. This momentum is supported by rising business activities, infrastructure investments and the expanding footprint of domestic and global enterprises.

SWOT Analysis - Retail Real Estate

Urbanisation: Rapid urbanisation is accelerating the demand for office spaces, retail hubs and industrial infrastructure. As more people migrate to urban centres, businesses are expanding their presence to cater to evolving consumer and workforce needs.

Weakness

Liquidity Issues: Liquidity challenges can pose a significant weakness in the commercial and retail real estate sectors, as investors mayface delays in generating immediate cash flow from their assets. This can strain financial flexibility, particularlyduring market downturns or when properties remain vacant for extended periods. Additionally, limited liquidity options may hinder timely reinvestment or portfolio diversification, which can negatively impact the overall investment performance.

Infrastructure and Location Risks: Inadequate infrastructure, poor connectivity and logistical challenges can negatively impact the accessibility and attractiveness of retail properties. These issues may lead to reduced property values and hinder tenant retention, making it essential for developers and investors to carefully assess location viability and advocate for infrastructure improvements to safeguard their investments.

Opportunities

Prime Location: Malls situated in central business districts or close to major public transportation hubs benefit from high foot traffic and superior accessibility. This strategic positioning enhances convenience for shoppers, attracts a diverse customer base and increases the potential for higher rental incomes and tenant demand, making such locations highly desirable for retail investments and developments.

Technological Innovations: Technology is rapidly becoming a key driver in transforming Indias real estate market, demonstrating that digital transformation is far beyond a passing trend and is a fundamental force shaping the industry. Innovations like blockchain- secured property titles and Al-driven property valuations are not just improving the real estate sector- they are revolutionising its core operations, making processes more secure, efficient and transparent.

Variety of Retailers: A broad mix of brands and store formats within a mall allows it to appeal to a diverse customer base with varying tastes and preferences. This diversity enhances the shopping experience by offering multiple choices under one roof, attracting more footfall and encouraging longer visits. Additionally, a varied tenant mix helps mitigate risks by balancing the performance of different retail segments, ensuring steady revenue streams and encouraging a vibrant retail environment.

Threats

Fluctuations in Demand: During periods of economic depression, the demand for real estate typically declines significantly as businesses and consumers reduce spending and expansion plans. This decreased demand often leads to stagnation or even a drop in property values, which, in turn, dampens investor confidence. As a result, investment activity in the real estate sector slows down considerably, impacting development projects and overall market growth.

Shifting Consumer Demands: Consumers increasingly expect brands to adopt sustainable practices, deliver personalised experiences and provide seamless interactions across all channels. To stay competitive, retailers must swiftly adapt to these evolving preferences, including the growing interest in rental and resale models and a declining trust in conventional advertising approaches.

Challenging Economic Conditions and Cost Inflation: Persistent inflation, elevated interest rates and a higher cost of living are placing considerable pressure on consumer spending and compressing retailer margins. In an environment of sluggish growth and declining sales volumes, retailers are being compelled to optimise operations and drive efficiency, all while contending with increased costs related to labour, logistics and raw materials.

Principal Components of our Consolidated Statement of Profit and Loss Total Income

Our total income comprises revenue from operations and other income.

Revenue from Operations

Our revenue from operations primarily comes from the following sources: (1) lease rentals (2) maintenance services (3) marketing activities (4) parking (5) hospitality (6) renewable energy.

Lease Rentals: Our revenue from lease rentals is generated by leasing our assets. This is typically a sum of Minimum Guaranteed Rentals and Turnover Rentals for the relevant period, as per the relevant lease agreement.

Maintenance Services: This comprises the revenue for the maintenance services (including heating, ventilation and air conditioning (HVAC)) provided to our customers at relevant assets in our Portfolio. Our revenue from maintenance services is generally a function of our maintenance expenses, including common area maintenance services, HVAC services, refurbishment and upgradation works, among others.

Marketing Activities: Our revenue from marketing income primarily comprises income that we receive in connection with signage, space on hire, collaborative marketing charges and marketing vouchers.

Parking Income: Our revenue from parking income primarily comprises income from parking facilitation services that we provide at relevant assets in our Portfolio.

Hospitality Business: Our revenue from hospitality business primarily comprises revenue from rentals and food & beverage sales at the hotel assets in our Portfolio, namely Hyatt Regency Chandigarh and Oakwood Residence Whitefield Bengaluru.

Renewable Energy: Our revenue from renewable energy comprises income in connection with the generation and sale of solar and wind energy.

Other Income

Our other income primarily comprises the following sources: (1) interest income on (i) fixed deposits, (ii) security deposits; (iii) inter-corporate deposits; (iv) income tax refunds; and (v) others, (2) liabilities written back, (3) gain on fair valuation of financial instruments at FVTPL, (4) gain on sale of financial assets measured at amortised cost, (5) gain on sale of financial assets classified at FVTPL and (6) miscellaneous income.

Expenses

Our expenses comprise: (1) cost of materials and components consumed; (2) changes in inventories of finished goods and work-in-progress; (3) employee benefits expenses; (4) operating and maintenance expenses, (5) finance costs; (6) depreciation and amortisation expenses; and (7) other expenses.

Cost of Materials and Components Consumed: Our

cost of materials and components consumed primarily comprises the costs of food and beverages sold at Hyatt Regency Chandigarh and Oakwood Residence Whitefield Bengaluru.

Changes in Inventories of Finished Goods and Work- in-Progress: Our changes in inventories of finished goods and work-in-progress primarily comprise changes in inventories of office space and land.

Employee Benefits Expenses: Our employee benefits expenses comprise costs of (1) salaries, bonuses and allowances, (2) contribution to provident and other funds, (3) gratuity, (4) compensated absences and (5) staff welfare expenses.

Operating and Maintenance Expenses: Our operating and maintenance expenses primarily comprise costs of power and fuel (net of recoveries), manpower charges, business support service, management fees (for hotels) and repair and maintenance (of plant and machinery, buildings and others).

Finance Costs: Our finance costs primarily comprise costs of (1) interest expense on (i) term loans, (ii) lease deposits and (iii) debentures, as reduced by interest capitalized, (2) loss on measurement of financial instruments at FVTPL, (3) pre-closure charges and (4) bank charges.

Depreciation and Amortisation Expenses:

Our depreciation and amortisation expenses comprise costs of (1) depreciation of property, plant and equipment, (2) depreciation of investment property, (3) depreciation of right of use assets and (4) amortisation of intangible assets.

Other Expenses: Our other expenses primarily comprise costs of legal and professional fees, property tax, insurance, marketing and promotional expenses.

Share of Net Profit/(Loss) of Investment accounted for using Equity Method: Our 50% investment in the equity shares of ITIPL (which owns Treasure Island) is accounted for in consolidated financial statements using the equity method and accordingly our consolidated financial statements include our share of ITIPLs profit or loss including other comprehensive income.

Note: The Trust acquired the SPVs/Investment Entity by issuing units on May 12, 2023. Accordingly, the numbers for the year ended March 31, 2024 are not comparable and hence not presented in the Management Discussion and Analysis.

Tax Expense: Our tax expense comprises costs of (1) current tax, (2) tax adjustments relating to earlier year(s) and (3) deferred tax charge/(credit).

Earnings Before Finance Costs, Depreciation, Amortization, Share of Net Profit/(Loss) of Investment accounted for using Equity Method, Exceptional Items and Tax (‘EBITDA): We have elected to present EBITDA as a separate line item on the face of the Consolidated Statement of Profit and Loss. In its measurement, we do not include finance costs, depreciation, amortisation, share of net profits/(losses) of investments accounted for using equity method, exceptional items and tax.

Consolidated Financial Performance Table

	(Rs. in Million)
Particulars	FY25
Revenue from Operations	22,828.93
Interest Income	208.10
Profit on sale of asset/investments	473.67
Other income	483.39
Total Income	23,994.09
Expenses
Cost of material and components consumed	191.12
Employee benefits expense	949.69
Operating and maintenance	1,955.61
Expenses
Repairs and maintenance	865.72
Investment management fees	974.11
Insurance expenses	77.94
Audit fees	37.96
Valuation fees	2.36
Loss on sale of assets/investments	25.28
Trustee fees	2.00
Other expenses	2,224.71
Total Expenses	7,306.50
Earnings before finance costs, depreciation, amortisation and tax	16,687.59
Finance costs	3,943.39
Depreciation and amortisation expenses	5,861.16
Profit before share of net profit of investment accounted for using equity method and tax	6,883.04
Share of net profit of investment accounted for using equity method	95.50
Profit/(Loss) before tax	6,978.54
Tax expense (income)	2,150.39
Profit/(Loss) for the period	4,828.15
Other comprehensive income(expense)	- 1.90
Total comprehensive income/(loss) for the period	4,826.25

The Trust reported its financial performance for FY25 with Revenue from Operations at Rs. 22,828.93 million and Total Expenses at Rs. 7,306.50 million. Earnings before finance costs, depreciation, amortisation and tax stood at Rs. 16,687.59 million. The Trust reported Profits before tax at Rs. 6,978.54 million and Profit for the period stood at Rs. 4,828.15 million.

Lease Rentals: NXST generates revenue from lease rentals, including Minimum Guaranteed Rentals and Turnover Rentals based on lease agreements. Lease terms typically range from 3-9 years for in-line tenants, 9-25 years for anchor tenants and 3-5 years for office tenants, with rent escalations of 12-15% every 3 years. The Trusts turnover-based rentals range from 5% to 25% of tenant sales, aligning with tenant performance.

NXST, apart from lease rentals, derives revenue from maintenance services, marketing activities, parking income, hospitality operations and renewable energy generation and other miscellaneous revenue. Its income streams are supported by a diverse asset portfolio, including hotels and energy assets. These segments contribute to both operational efficiency and sustainable growth. In FY 2025, the Trust reported growth across all key revenue segments.

	in Million)
Particulars	FY25
Revenue from Lease Rentals	15,347.96
Maintenance Services	4,200.74
Marketing Activities	1,102.19
Parking Income	633.36
Sale of Renewable energy	21.27
Hospitality business	1,415.95
Other Revenue	107.46
Revenue from Operations	22,828.93

Segment Net Operating Income (NOI) from Urban Consumption Centre, Offices, Hospitality, Others

NXST NOI for is defined as Revenue from operations less other operating expenses which includes (i) Employee benefits expense (ii) Operations and maintenance expenses excluding business support service and non-recurring repairs and maintenance; (iii) other expenses excluding certain non-recurring (a) legal and professional fees (b) bad-debts, allowances for excepted credit losses ( c) Ind AS adjustments and (d) any other gains/losses etc. In FY 2025, NXST reported a total NOI of R17,110.30 Million across its diversified portfolio. The Urban Consumption Centre segment continued to lead performance, contributing R15,340.62 Million in FY 2025. The Office segment contributed R008.00 Million, followed by the Hospitality segment with R692.76 Million, while NOI from other sources viz: sale of renewable energy was R168.92 Million.

Segment-wise NOI Performance

	in million)
Particulars	FY25
Urban Consumption Centre	15,340.62
Office	908.00
Hospitality	692.76
Others	168.92
Total	17,110.30

Summary of Cash Flow Statement

The Trust, as of March 31, 2025, held Rs.193.04 Million in cash and cash equivalents, Rs.11,137.97 Million in liquid mutual fund investments and Rs.1,009.51 Million in other bank balances and fixed deposits. NXST defines cash and cash equivalents as cash on hand, balances in current accounts and deposits with original maturities of less than three months. The Trust expects to meet its liquidity needs over the next 12 months through existing cash reserves, operational cash flows and both short- and long-term borrowings. NXST believes it has sufficient working capital to meet all obligations. The Trust provides below a summary of changes in cash and cash equivalents during the year.

	in Million)
Particulars	FY25
Net cash generated from operating activities	15,324.12
Net cash generated from/(used in) Investing activities	-9,647.73
Net cash generated from/(used in) Financing activities	-5877.39
Net increase/(decrease) in cash and cash equivalents	-201.00
Cash and cash equivalents at the beginning of the year	394.04
Cash and cash equivalents at the end of the year	193.04

Cash flow from Operating Activities for FY 2025

NXST generated net cash from operating activities amounting to Rs.15,324.12 Million for the year ended March 31, 2025. The Trust reported a profit before tax of Rs.6,978.54 Million. NXST adjusted this figure for the share of net profit/ (loss) from investments accounted for using the equity method, along with non-cash items and those related to financing and investing activities. The Trust made these adjustments for a net amount of Rs.8,412.51 Million, primarily due to the following:

NXST incurred finance costs amounting to Rs.3,943.39 Million. The Trust recognised a gain of R473.67 Million on the sale of financial assets classified at fair value through profit or loss (FVTPL). NXST recorded depreciation and amortisation expenses totalling Rs.5,861.16 Million. The Trust earned interest income amounting to Rs.208.10 Million. NXST also reported changes in working capital amounting to Rs.614.64 Million, driven primarily by an increase in security deposits received from tenants.

Further the Trust has paid taxes (Net off refunds) R681.57 Million resulting into reduction of cash flow from operating activities.

Cash flow from Investing Activities

Net cash used in investing activities stood at Rs. 9,647.73 Million in FY 2025. This is primarily attributable to acquisition of Vega City Mall and higher capital expenditures incurred during the year for capacity expansion and infrastructure upgrades. Further, the Trust has invested R493.65 Million of surplus cash in mutual fund ensuring optimum utilisation of funds. This trend indicates a strategic push towards long-term growth.

Cash flow from Financing Activities

Net cash used in financing activities stood at Rs.5,877.39 Million in FY 2025. This is primarily attributable to debt raised for the acquisition of Vega City Mall of 10,000 Million offset by the distribution to the unitholders of 12,787.90 Million and finance cost paid of 3,631.95 Million.

Liquidity and Capital Resources including Debt Maturity

Liquidity and Capital Resources: The Trust has in the past met its working capital and other capital requirements through a combination of internal and external sources. NXST has primarily relied on internal cash flows generated from its operations to support ongoing business activities and fund growth initiatives. In addition, the Trust has accessed short-term and long-term borrowings from banks and other financial institutions to meet its financial needs.

Our low leverage and robust credit profile offer adequate headroom for future growth. NXST has also raised funds through the issuance of non-convertible debentures to support inorganic growth through acquisitions .

Our weighted average cost of borrowings stood at 8.1% at the end of March 2024. It has decreased by 20 bps to 7.9 % at the end of March 2025. All of these were possible on account of our strong credit profile, low leverage, robust financial performance and portfolio occupancy.

Debt Maturity Schedule

Weighted average maturity of debt profile stands at 7.8 years with 6.5% and 13.1% of debt due for repayment in FY 2026 and FY 2027, respectively.

Particulars	Carrying amount	Total	0-12 months	1-5 years	>5 years
As of March 31,2025
Borrowings - including current maturities and interest accrued	33,506.91	53,263.30	6,024.23	13,764.14	33,474.93
Non-convertible debentures	19,943.43	23,424.40	1,560.48	21,863.92	-
Total	53,450.34	76,687.70	7,584.71	35,628.06	33,474.93

Distributions (NDCF) and Tax Implications on Distribution

NDCF of NXST is based on the cash flows generated from its assets and investments. NDCF received by NXST from the SPVs/Investment Entity is in the form of dividends, interest income, principal loan repayment and other income. The Trusts cumulative distribution for the financial year ended March 31, 2025, stands at Rs.12,650.25 Million, which translates to Rs.8.350 per unit.

NXST structured this distribution to include Rs.2.397 per unit as interest, Rs.4.787 per unit as dividend, Rs.0.074 per unit as other income and Rs.1.092 per unit as amortisation of SPV level debt. On an annualised basis, based on the IPO issue price of 100 per unit, the distribution yield stood at 8.35%.

Taxability of Income Based on Residential Status

Nature of Income

Resident Unitholders
Interest income	At applicable rates*
Rental income	At applicable rates*
Return of Capital	To be adjusted from cost of acquisitions of units
Qualified dividend income	Tax-exempt (Refer note below)
Disqualified dividend income	At applicable rates* (Refer note below)
Other income taxable in hands of REIT	Tax-exempt

Tax Rates

Non-resident Unitholders
Interest income	5%** +
Rental income	At applicable rates**
Qualified dividend income	Tax-exempt (Refer note below)
Disqualified dividend income	At applicable rates** (Refer note below)
Other income taxable in hands of REIT	Tax-exempt

*The income shall be subject to deduction of tax at source

**Non-resident unitholders may seek to avail beneficial provisions under the applicable Double Taxation Avoidance Agreement (DTAA) that India may have entered into with their respective country of residence

++tax rate subject to applicable surcharge and cess.

Note: Taxability of income in the nature of dividend distributed by REIT to unitholders is dependent on the taxation regime adopted by the SPV(s) which distributes the dividend to REIT. If the SPV(s) has not opted for a concessional corporate tax rate under section 115BAA of the ITA (Qualifying SPV) dividend received from such Qualifying SPV (Qualified Dividend) and distributed by REIT is exempt in the hands of the Unitholders. Any dividend other than Qualified Dividend distributed by REIT (Disqualified Dividend) is taxable in the hands of the Unitholders.

Net Asset Value (NAV)

The Statement of NAV are as follows:

			(In Rs. Million, unless otherwise specified)
	As of March 31,2025		As of March 31,2024
	Book Value	Fair Value	Book Value	Fair Value
(A) Total Assets	2,05,479.45	2,94,113.32	201,104.60	270,836.93
(B) Total Liabilities	64,092.82	64,092.82	51,756.10	51,756.10
(C) Net Assets	1,41,386.63	2,30,020.50	149,348.50	219,080.83
(D) No. of Units (Millions)	1,515.00	1,515.00	1,515	1,515
NAV (C)/(D)	93.32	151.83	98.58	144.61

Capital Expenditures

Historical Capital Expenditures: The Trusts capital expenditure comprises cash outflows incurred during the year for the acquisition of property, plant and equipment, investment property and intangible assets. The Trust recorded a cash outflow of Rs. 1,456.15 million towards capital expenditure for the year ended March 31, 2025. The Trust primarily directed these expenditures towards renovation and upgrade work, installation of solar and windmill plants and development of rooftop solar plants across its retail assets in southern India.

Planned Capital Expenditures:

NXST expects to undertake several asset upgrade projects across its portfolio and anticipates incurring approximately Rs.310.80 million over the next 12 to 18 months. The Trust plans to fund this planned capital expenditure through a combination of sanctioned financing and internal cash flows. NXST acknowledges that actual capital expenditure may vary from these estimates due to a range of factors, including future cash flows, operating results and financial condition. The Trust also recognises that changes in Indias local economic environment, the availability of financing on acceptable terms, construction or development delays, defects, cost overruns, delays in obtaining governmental approvals and shifts in the legislative and regulatory framework could all impact the timing and scope of these expenditures.

Contingent Liabilities and Capital Commitments

Particulars	As of March 31,2025	As of March 31, 2024
Claims against the SPVs not acknowledged as debts
Contingent liabilities in respect of
GST/Input Tax credit	929.63	993.56
Service-Tax matters	319.39	309.13
Income-Tax matters	775.46	779.42
Property-Tax matter	286.32	286.32
Total Contingent liabilities	2,310.81	2,368.43
In respect of Bank guarantee	104.60	107.48
Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for	29.20	179.83

As of March 31,2025, theTrust reported total contingent liabilities of Rs.2,310.81 Million, slightly lower than Rs.2,368.43 Million as of March 31, 2024. These primarily include unresolved claims related to GST/Input Tax Credit Rs.929.63 Million, Service Tax Rs.319.39 Million, Income Tax Rs.775.46 Million and Property Tax Rs.286.32 Million, all of which are under dispute and not acknowledged as debts.

Additionally, bank guarantees amounting to Rs.104.60 Million were outstanding as of March 31, 2025, marginally down from Rs.107.48 Million in the previous year. The Trust also reported capital and other commitments of Rs.29.20 Million in respect of contracts remaining to be executed on capital account (net of advances), representing a significant reduction from Rs.179.83 Million in FY 2024, on account of completion of renewable projects during the year.

Key Ratios

Our loan to value ratio was low at 16% as on March 31, 2025. This provides us enough headroom for meeting the growth needs in the portfolio

	(Rs. in Million)
Particulars	FY25
NOI Margin	75%
Debt service coverage ratio	4.44
Loan to value (%)	16%
Gross Debt to EBITDA	3.10x
Cash and cash equivalents at the end of the year	193.04

Business Outlook

Within our portfolio, we are strategically positioned to leverage embedded opportunities that promise substantial growth organically. Our portfolio demonstrates growth potential, underpinned by both organic development and opportunity to acquire the new assets. We are actively exploring third-party inorganic opportunities to further augment our growth trajectory. These initiatives underscore our strategic foresight and determination to capitalise on emerging market trends while delivering sustained value to our stakeholders.

NXST remains optimistic about the broader consumption environment, supported by recent government policy measures aimed at boosting disposable income and discretionary spending. The Trust has demonstrated resilient performance despite a challenging macroeconomic backdrop, underscoring the strength of its high-quality portfolio, strategic tenant mix and disciplined operations.

NXST continues to prioritise high-performing categories like jewellery, beauty, entertainment and food & beverage, while driving customer engagement through enhanced mall experiences and curated events. The Trust is leveraging its scale and technology, particularly the NexusONE App, to deepen consumer connections and drive sales. NXST maintains strong leasing momentum with high occupancy and healthy re-leasing spreads, reflecting sustained demand for Grade A retail spaces. The Trust is further progressing its sustainability agenda by increasing the use of renewable energy and continues to prioritise effective cost management and a strong acquisition pipeline to drive long-term growth and value creation.

Risk Management

NXST Trust, through the Board of Directors of the Manager of the Trust, holds the overall responsibility for establishing and overseeing the Groups risk management framework. The Trust has implemented risk management policies designed to identify and analyse the risks faced by the Group, define appropriate risk limits and controls and ensure ongoing monitoring of risks and compliance with those limits. NXST regularly reviews and updates these risk management policies and systems to reflect evolving market conditions and changes in the Groups operations.

The Trust ensures that the Board of Directors of the Manager monitors adherence to the Groups risk management policies and procedures and evaluates the adequacy of the overall risk management framework. NXST is supported by the Audit Committee in fulfilling this oversight function. The Trust tasks the internal audit function with conducting both scheduled and ad hoc reviews of risk management controls and procedures, with the findings reported directly to the Audit Committee. NXST continues to monitor market conditions closely to mitigate risks from pricing pressures and supply fluctuations.

Human Resources

The Trusts Human Resources Department (HRD) is dedicated to encouraging a safe, collaborative and positive work environment that supports strong relationships between workers and staff. NXST believes that employees at all levels are essential to the successful achievement of its goals. The Trust promotes a culture of continuous improvement and adaptability by conducting regular training programs aimed at enhancing employee skills, knowledge and productivity, while also keeping them informed about the latest industry techniques and best practices. NXST ensures that senior management remains accessible to provide guidance and effectively address any grievances that may arise. The Trusts employee count for FY 2025 stands at 4,495. (including On-roll and Outsourced employees) The Trust continuously works to strengthen harmony and coordination among workers, staff and senior leadership through various HRD-led initiatives. NXST also places high priority on employee safety by enforcing adherence to safe work practices across all operations.

We are proud to announce that for the fifth consecutive year, we have been certified as a Great Place to Work. This recognition reaffirms our commitment to encouraging a supportive and inclusive workplace culture. Gender diversity is a cornerstone of our hiring approach and were proud to report that women now comprise 26% of our workforce, ranking among the highest in our industry. Our initiatives, such as LEAD and LEAP, have empowered employees to ascend to leadership roles within the organisation, showcasing our dedication to talent development and diversity. Moreover, our Employee Assistance Programme initiative focusing on mental health and well-being has provided invaluable support to our employees.

Internal Controls

The Trust has a strong internal financial control system to manage its operations, financial reporting and compliance requirements. NXST has clearly defined managerial roles to ensure the design, implementation and maintenance of effective controls. The Trust uses these controls to ensure adherence to policies, protection of assets, prevention of fraud, accurate financial records and timely reporting. NXST has clearly articulated roles and responsibilities for all functional heads who are responsible to ensure compliance with the applicable laws, policies and procedures.

NXST regularly monitors key business parameters and takes corrective actions as needed. The Trust has appointed a Big4 firm to conduct internal audits, with the annual audit plan approved by the Audit Committee and focused on internal controls and operational risk.

NXST takes a proactive and integrated approach to risk management through its Enterprise Risk Management framework, covering strategic, operational and compliance risks. The Trust uses appropriate indicators to identify risks and bases internal control design on a risk-based approach. NXST engages external consultants to assess the adequacy and effectiveness of its risk and control systems. The Trust has its Audit Committee and Board periodically review these systems and recommend improvements.

SRBC&CO LLP and Deloitte Haskins & Sells LLP, who are our statutory auditors, audited the financial statements for each of the SPVs/ Investment Entity as at March 31, 2025. They have expressed an unqualified opinion on the effectiveness of internal controls over financial reporting as of March 31, 2025.

Cautionary Statement

The Management Discussion and Analysis may include statements regarding the Trusts objectives, projections, estimates and expectations that are considered ‘forward- looking statements under applicable securities laws and regulations. The actual results may differ materially from those expressed or implied in these statements. The Management Discussion highlights that such variations may arise due to several factors, including economic conditions impacting demand, supply and pricing in domestic and international markets, changes in government policies, tax laws, regulations and other incidental factors beyond the Trusts control.