Schedule-03 - Mandatory Disclosures in Initial Offer Document/Follow On Offer Document - Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014

SCHEDULE III [See Regulations 15 and 23] MANDATORY DISCLOSURES IN INITIAL OFFER DOCUMENT/FOLLOW ON OFFER DOCUMENT 1. Introduction a. Name, registered office address, correspondence address, contact person (s), contact details and email id of the REIT b. Place and date of creation of the REIT c. Registration number and date of registration of the REIT with SEBI 2. Details of parties to the REIT a. Sponsor i. Name, registered office address, correspondence addresses, Contact person (s), contact details, email id ii. Background of the sponsor including activities being undertaken by the sponsor with respect to real estate b. Manager i. Background of the manager including past experience in management/advisory services in real estate ii. Brief functions, duties and responsibilities of the manager iii. Brief profiles of the directors of the manager and units held by them in the REIT, if any c. Trustee i. Background of the trustee including details of registration with SEBI ii. Names and profiles of the Directors iii. Functions, duties and responsibilities of the Trustee d. Value r i. Background of the valuer including past experience in valuation in real estate, especially in valuation of similar assets by nature and location ii. Policy of appointment and removal 3. Brief background of the REIT a. Glossary of terms/abbreviations b. Structure and description of the REIT c. Details of Property Management / Lease Management and any other arrangements pertaining to underlying REIT assets, entered into with various parties prior to the issue d. Holding structure of the REIT prior to the issue including breakup of the units held by the sponsor, manager, any other party to the REIT and any other unit holder holding greater than 5% of the units of the REIT e. Proposed holding structure by the aforesaid parties post-issue f. Fee and expenses charged/chargeable to the REIT by various parties including fees charged by the manager, valuer, auditor, trustees and any other third party and shall also include any set-up costs 4. Terms of the issue a. Terms of the offer including number of units, price, issue opening date, issue closing date, terms and conditions and any other information as may be required for the investor to make an informed decision b. Policy of distribution including method of calculation and the frequency for distribution c. Listing of units i. Names of the Designated Stock Exchanges where units are proposed to be listed ii. Timelines for listing iii. Declaration that prior in-principle approval has been obtained from the Designated Stock Exchanges 1 [d. Commitment received from strategic investors, if any.] 5. Market overview 6. Description of the assets under the REIT a. Breakup/proposed breakup of REIT assets in terms of Regulation 18 b. Description of real estate assets of the REIT including the general character and competitive conditions of all the properties held or intended to be acquired by the REIT and pictures of the properties. c. Key statistics of the properties (area, occupancy, location, etc.) d. Special features of the properties, if any e. Details of the 2 [holdco and/or] SPVs through which the properties are held/proposed to be held including holding pattern, holding of REIT in the 3 [holdco and/or] SPV, rights of REIT in the 4 [holdco and/or] SPV, etc. f. In case the properties are held directly by the REIT, details of holding of all the owners of the properties including percentage of ownership, rights of REIT vis- -vis other owners, etc. g. Confirmation of adequate Insurance by the Trustee h. For leased out properties (property-wise), the following additional disclosures shall be made: i. Total number of tenants ii. Rental income as a percentage of total gross income in aggregate for the top 10 tenants iii. Lease-maturity profile, in terms of the percentage of total gross rental income, for each of the next five years iv. a summary of the terms of any sub-leases or tenancies, including repair obligation, granted to the tenants of the property v. the existing monthly rental income before tax from the property which is wholly or partly let, together with the amount and a description of any outgoings or disbursements from the rent vi. the estimated current monthly market rental obtainable, on the basis that the property was available to let on the effective date as at which the property was valued vii. a summary of any rent review provisions viii. Level of furnishing of the properties including whether the properties are cold-shell properties or fully furnished ix. Whether any clauses exist in rental agreements providing high grace period in lieu of higher rental values. If yes, details shall be provided i. For under-construction properties (property-wise), the following additional disclosures shall be made: i. Stage of construction along with % of completed construction as at the end of the year ii. Progress of construction iii. Expected completion iv. Status of approval/assessment from various authorities including statutory assessment environment considerations with respect to development regulations and planning norms 7. Business Details and Strategy a. Investment strategy Description of investment strategy including category, type, location, allocation to each type, co-investment in properties, etc. Description of ROFR with respect to any properties Capital and risk management strategy b. Use of proceeds: purpose of the issue Issue Expenses c. 5 [***] 8. Leverage a. Capital structure of the REIT assets including any borrowings/deferred payments with respect to the REIT assets prior to the issue and post-issue (Standalone and consolidated) b. Borrowing policy 9. Conflict of interest and Related party transactions a. Procedure for dealing with related party transactions and Conflict of Interest b. Details of any related party transactions 6 [which are] undertaken 7 [in last three financial years and current financial year] as well as any such transactions proposed in the future 10. Valuation a. Summary of valuation as per the full valuation report b. Valuation methodology c. Frequency of valuation and declaration of NAV 11. Financials a. Total rental income from the properties (property-wise) under the REIT for the previous 3 years b. Summary of the financial statements of the REIT 8 [***], manager and sponsor for the previous 3 years, as applicable c. Management s Discussion and Analysis of factors affecting financial condition and results of operations by the Manager 9 [(d) Projections of income of the REIT over next three years beginning the current financial year certified by the manager and the auditor with respect to calculation and assumptions (e) Contingent liabilities as on the date of the financial information disclosed in the offer document/placement memorandum] 12. Rights of Unit Holders a. Rights of unit holders b. Proposed disclosures to the unit holders either directly or by public dissemination on the Designated Stock Exchanges website c. Frequency and manner of meetings of unit holders 13. Title disclosures, litigations and regulatory actions a. Title disclosure of the properties including any material litigations pertaining to the properties b. Brief description of the material litigations and regulatory actions 10 [which are] pending, against the REIT, sponsor 11 [(s)], manager , 12 [or any of their associates and sponsor group(s), the trustee and valuer,] if any 13 [***] 14. Risk factors 15. Brief details on taxation and regulatory aspects to enable the investors to make an informed decision 16. Other general information a. Key terms of material agreements relating to the REIT including but not limited to the investment management agreement b. Policy of appointment of auditor and auditing standards to be followed c. Policy and timelines for redressal of complaints by the investors 17. Supporting Documents a. 14 [***] b. Auditors Report c. Any other such report 18. Such other information as is material and appropriate to enable the investors to make an informed decision 19. Declarations 15 [(to be signed by the board of directors of the manager and sponsor)] 16 [ 20. The documents to be provided to the Board,- a. Full valuation report, alongwith offer document b. Due diligence certificate alongwith draft offer document and offer document c. In principle approval from the exchange(s)] ************** NOTES:- 1 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 2 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 3 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 4 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 5 Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub paragraph (c) read as follows:, Projections of income of the REIT over next three years beginning the current financial year certified by the manager with respect to calculation and assumptions and certified by the auditor with respect to arithmetical accuracy 6 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 7 Substituted prior to the offer by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 8 Omitted (consolidated and stand alone) by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 9 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 10 Substituted , whether completed or by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 11 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 12 Substituted trustee, valuer or any of their associates, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 13 Symbol and words , in the past 5 years omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 14 Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub paragraph (a) read as follows:, Full Valuation Report 15 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 16 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.