Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 - F. No. SEBI/LAD-NRO/GN/2025/241 - SEBI

SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 22nd April, 2025 SECURITIES AND EXCHANGE BOARD OF INDIA (REAL ESTATE INVESTMENT TRUSTS) (AMENDMENT) REGULATIONS, 2025 F. No. SEBI/LAD-NRO/GN/2025/241 .- In exercise of the powers conferred under section 30 read with sections 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) , the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 , namely: - 1. These regulations may be called the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025. 2. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 , - (1) in regulation 2 , in sub-regulation (1), (a) after clause (g) and before clause (h), the following clause shall be inserted, namely, - (ga) common infrastructure includes facilities or amenities such as power plants, district or retail heating and cooling systems, water treatment or processing plants, waste treatment or processing plants and any facilities or amenities incidental to real estate business which exclusively supply or cater to, or are exclusively consumed by the REIT, its HoldCo(s) or SPV(s), irrespective of whether such facilities or amenities are co-located within any project of REIT or not: Provided that in case of common infrastructure, any excess production or capacity, not consumed by the REIT, its HoldCo(s) or SPV(s), may be sold or supplied to a central or state grid or utility in accordance with the applicable laws, subject to the following conditions: (i) the manager shall make adequate disclosures in the annual report to demonstrate that the excess production or capacity could not be consumed by the REIT, its HoldCo(s) and SPV(s); (ii) the credits or payments received from such sale or supply of excess production or capacity are applied towards the payments to be made by the REIT, its HoldCo(s) or SPV(s); and (iii) the manager shall make adequate disclosures related to sale or supply of such excess production or capacity in the annual report, including disclosures related to utilization of credits or payments received against such sale or supply, and the same shall be audited by the auditor of the REIT. (b) in clause (ta), after the words means cash, and before the words fixed deposits of scheduled commercial banks , the words units of overnight or liquid mutual fund schemes, shall be substituted with the words units of overnight mutual fund schemes, units of liquid mutual fund schemes where credit risk value is at least 12 and which falls under the Class A-I in the potential risk class matrix as specified by the Board ; (c) in clause (zi), in the proviso, after the words purpose of these regulations , the words except if investment in the infrastructure asset is made in compliance with sub-regulation (5B) of regulation 18 of these regulations shall be inserted; (2) in regulation 4 , in sub-regulation (2), in clause (e), in sub-clause (iv), (i) the symbol ; and the word and shall be substituted with the symbol : (ii) the following proviso shall be inserted, namely, - Provided that if by a vacancy in the office of an independent director of the manager, the manager becomes non-compliant with the requirement, such vacancy shall be filled by the manager as follows- A. if such vacancy arises due to expiry of the term of office of the independent director, then the resulting vacancy shall be filled not later than the date such office is vacated; or B. if such vacancy arises due to any other reason, then the resulting vacancy shall be filled at the earliest and not later than three months from the date of such vacancy. (3) in regulation 9 , (i) after sub-regulation (18), the following sub-regulations shall be inserted, namely,- (19) The trustee shall, - (a) comply with the core principles defining its roles and responsibilities which shall encompass transparency, accountability, due diligence and compliance with these regulations; and (b) act impartially in their fiduciary capacity, prioritize protection of the interests of unitholders, ensure effective management oversight over the manager and the REIT and maintain high standards of governance of the manager and the REIT. Explanation : - For the purpose of this sub-regulation,- (a) An illustrative list of roles and responsibilities to guide the trustee is specified in Schedule XII; and (b) The trustee shall adopt additional measures or responsibilities crucial for meeting the overarching principles of their role and responsibilities: Provided that this sub-regulation shall come into force on one-hundred eightieth day from the date of publication of the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 in the Official Gazette. (20) For the purpose of ensuring compliance with sub-regulation (19), the trustee may engage external consultants during the period of eighteen months from the date of publication of the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 in the Official Gazette. (4) in regulation 11 , in sub-regulation (3A), the following provisos and explanation shall be inserted, namely, - Provided that locked-in units held by a sponsor or its sponsor group entities may be transferred only amongst such sponsor or its sponsor group entities subject to the condition that lock-in on such units shall continue for the remaining period with the transferee and such transferee shall not be eligible to transfer such units till the time the lock-in period has expired. Explanation : - In case of a REIT with multiple sponsors, the locked in units held by a sponsor or its sponsor group entities can be transferred only amongst such sponsor or its own sponsor group entities and shall not be transferred to any other sponsor or their sponsor group entities: Provided further that in case of change in sponsor, locked-in units held by the outgoing sponsor or its sponsor group entities may be transferred to the incoming sponsor or its sponsor group entities subject to the condition that the incoming sponsor or its group entities shall meet the minimum unitholding requirements after the transfer: Provided further that in case of conversion to self-sponsored manager, locked-in units held by the outgoing sponsor or its sponsor group entities may be transferred to the self-sponsored manager or its shareholders or group entities of self-sponsored manager subject to the condition that the self- sponsored manager or its shareholders or group entities of self-sponsored manager shall meet the minimum unitholding requirements after the transfer. (5) in regulation 18 , (a) in sub-regulation (5), (i) in clause (da), in the proviso, the symbol . shall be substituted by the symbol : (ii) after the proviso, the following proviso shall be inserted, namely, - Provided further that no investment under this clause shall be made on and after the date of coming into effect of the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025. (iii) after clause (da) and before clause (e), the following clauses shall be inserted, namely, - (db) unlisted equity shares of a company which provides property management/ property maintenance/housekeeping and other incidental services subject to the following conditions: i. such services are provided exclusively to the REIT, its HoldCo(s) and SPV(s); Provided that in case of business parks, townships and other real estate projects, such services may be provided to other entities which are contiguous within the project subject to the following conditions: a. revenue earned from other entities shall not exceed 20 per cent. of the total revenue of the company providing such services; b. the basis for fees/charges charged to other entities and charged to the REIT and its HoldCo(s) and SPV(s) shall be identical and uniform; and c. appropriate disclosures are made by the REIT in the annual report in this regard. ii. the entire shareholding or interest in such company is held by REIT either directly or through its HoldCo(s) or SPV(s). (iv) after clause (h), the following clauses shall be inserted, namely, - (i) units of liquid mutual funds schemes where the credit risk value is at least 12 and which falls under the Class A-I in the potential risk class matrix as specified by the Board. (j) interest rate derivatives, including interest rate futures, forward rate contract and interest rate swap, subject to the following conditions: A. investment in interest rate derivative shall be solely to hedge an underlying interest rate risk in the existing borrowings which qualifies as an effective hedge as per the applicable Indian Accounting Standards; B. that such investment shall only be made as a user or a client of such interest rate derivative, and shall not be in the nature of market making; C. adequate disclosures regarding investment in interest rate derivative shall be made in the annual report; D. for valuation of the investment in interest rate derivative, norms applicable for Mutual Funds shall be followed; and E. the requirements applicable to the clients or users of interest rate derivatives, including those specified by the Reserve Bank of India, are complied with. (k) equity shares of a company exclusively holding common infrastructure subject to the condition that the REIT, its HoldCo(s) and/or SPV(s) shall own entire shareholding and interest in such company. (b) after sub-regulation (5A) and before sub-regulation (6), the following sub-regulation shall be inserted, namely, - (5B) A REIT may, either directly or through its HoldCo(s) or SPV(s), invest in assets falling under the purview of infrastructure if holding of such infrastructure asset is to earn fixed rental income from leasing out of such asset without assumption of any risk or reward arising out of or related to the operation of such asset. Explanation: - The list of illustrative conditions to ensure conformity with the aforementioned principle have been specified in Schedule XI. (c) in sub-regulation (16), after clause (b) and before clause (c), the following clause shall be inserted, namely,- (ba) cash flows generated by all REIT assets shall be considered; (6) in regulation 20 , in sub-regulation (3), in clause (a), before the words shall be obtained from , the words credit rating shall be substituted with the words issuer credit rating of the REIT ; (7) in regulation 26A , in the Explanation, in clause (v), after the words shall be read as independent director , the words except for the purpose of regulation 19(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable to the manager under these regulations. shall be inserted; (8) in regulation 26B , in sub-regulation (1), (i) the symbol . shall be substituted with the symbol : ; and (ii) the following proviso shall be inserted, namely,- Provided that if by a vacancy in the office of a director of the manager, the manager becomes non- compliant with the requirement, such vacancy shall be filled by the manager as follows - A. if such vacancy arises due to expiry of the term of office of the director, then the resulting vacancy shall be filled not later than the date such office is vacated; or B. if such vacancy arises due to any other reason, then the resulting vacancy shall be filled at the earliest and not later than three months from the date of such vacancy. (9) in regulation 26H , after clause (a) and before clause (b), the following clauses shall be inserted, namely, - (aa) KIS means Key Information of the Scheme; (ab) KIT means Key Information of the Trust; (10) in regulation 26J , sub-regulation (2), clause (d), sub-clause (iv), (i) the symbol ; shall be substituted with the symbol : ; (ii) the word and shall be deleted; and (iii) the following proviso shall be inserted - Provided that if by a vacancy in the office of an independent director of the investment manager, the investment manager becomes non-compliant with the requirement, such vacancy shall be filled by the investment manager as follows: A. if such vacancy arises due to expiry of the term of office of the independent director, then the resulting vacancy shall be filled not later than the date such office is vacated; or B. if such vacancy arises due to any other reason, then the resulting vacancy shall be filled at the earliest and not later than three months from the date of such vacancy. (11) in regulation 26P , in sub-regulation (2), after clause (a) and before clause (b), the following shall be inserted as an explanation, namely, - Explanation : - The requirement of ownership of assets may be complied at any point of time before allotment of units in accordance with the scheme offer document, subject to the following: (a) there is a binding agreement with the relevant party(ies) that such requirements shall be fulfilled prior to such allotment of units; and (b) a declaration to the Board and to the designated stock exchanges to that effect and adequate disclosures are made in this regard in the scheme offer document. (12) in regulation 26R , (a) after sub-regulation (1) and before sub-regulation (2), the following sub-regulations shall be inserted, namely, - (1A) A scheme of SM REIT shall make an initial offer of its units by way of public issue only and in the manner as may be specified by the Board. (1B) The initial offer shall be made by the scheme of SM REIT within a period of not more than one year from the date of issuance of observations by the Board: Provided that if the initial offer is not made within the specified time period, a fresh draft scheme offer document shall be filed. (1C) The minimum subscription amount shall be 90 per cent. of the fresh issue size as specified in the KIS in case of a scheme of SM REIT which opts to utilize leverage in accordance with these Regulations. (1D) The minimum subscription amount shall be 100 per cent. of the fresh issue size as specified in the KIS in case of a scheme of SM REIT which does not opt to utilize leverage in accordance with these Regulations. (1E) The amount for general purposes, including the issue expenses, the legal expenses and other eligible expenses, as the Board may specify, as mentioned in objects of the offer in the KIS filed with the Board, shall not exceed such amount as the Board may specify from time to time. (1F) The investment manager shall deposit the amount to comply with the minimum unitholding requirement specified in sub-regulation (1) of regulation 26ZB of these regulations in a cash escrow bank account, two working days prior to the opening of the offer and the allotment of such units to the investment manager shall be a part of the asset acquisition transaction. (b) after sub-regulation (2) and before sub-regulation (3), the following sub-regulations shall be inserted, namely, - (2A) The scheme offer document shall consist of KIT and KIS. (2B) The investment manager shall file a single draft KIT, common for all schemes, with the Board along with draft KIS at the time of initial offer of the first scheme of the SM REIT and the Board may issue observations on the draft KIT and the draft KIS. (2C) For subsequent scheme offer documents, processing of KIT and KIS shall be done in the following manner - (i) if there is no change in the KIT vis- -vis the KIT filed with the Board as part of previous scheme offer document and the investment manager has submitted a declaration in this regard, then the KIT shall be filed by the investment manager with the Board only for records along with draft KIS of subsequent schemes and the Board may issue observations only on the draft KIS; or (ii) if there is any change in the draft KIT vis- -vis the KIT filed with the Board as part of previous scheme offer document, then the investment manager shall file the draft KIT along with the draft KIS of subsequent schemes with the Board and the Board may issue observations on the draft KIT as well as on the draft KIS. (c) after sub-regulation (3) and before sub-regulation (4), the following sub-regulation shall be inserted, namely,- (3A) The price of units of the scheme of SM REIT issued by way of public issue shall be determined through the book building process or any other process in accordance with the circulars or guidelines issued by the Board and in the manner as may be specified by the Board; (d) after sub-regulation (10), the following sub-regulations shall be inserted, namely, - (11) The Board may specify, by issuance of guidelines or circulars, any other requirements, as it deems fit, pertaining to the issue and allotment of units by a scheme of SM REIT. (12) The Board and the designated stock exchanges may specify any other requirements pertaining to listing and trading of units of the scheme of SM REIT by issuance of guidelines or circulars. (13) The investment manager shall ensure that the issue proceeds shall be used only for the acquisition of assets as disclosed in the scheme offer document: Provided that in case the SM REIT is unable to acquire one or more assets proposed to be acquired as disclosed in the scheme offer document, then the entire amount raised from the offer should be refunded to the investors in such manner and within such time as may be specified by the Board. (13) in regulation 26S , (a) in sub-regulation (1), after the words as specified in and before the words and any other disclosures , the words Schedule III shall be substituted with the words Schedule IIIA ; (b) after sub-regulation (9), the following sub-regulations shall be inserted, namely, - (10) The investment manager shall ensure that all material changes, including the litigation and regulatory actions, in the KIT are made on an ongoing basis by way of an addendum which shall be disclosed on the website of SM REIT and shall file the addendum with the Board and the stock exchange(s) within seven days from the date of occurrence of the material event. (11) The investment manager shall - (a) ensure that KIT is updated every six months; (b) ensure that updated KIT is disclosed on the website of SM REIT within thirty days from the end of half year; and (c) file updated KIT with the Board and the stock exchanges for records within thirty days from the end of half year. (12) The Board may specify additional instructions and disclosure requirement, if any, for facilitating automated supervision and automated processing of data disclosed by the SM REIT schemes and the investment manager as part of continuous disclosure requirements. (14) in regulation 26T , (a) in sub-regulation (2), (i) in the proviso, the symbol . shall be replaced with the symbol : ; and (ii) after the proviso, the following proviso shall be inserted, namely - Provided further that up to five per cent. of the value of the schemes assets may be invested in interest rate derivatives including interest rate futures, forward rate contract and interest rate swap, subject to the conditions as specified in clause (j) of sub-regulation (5) of regulation 18 of these regulations. iii. after sub-regulation (2) and before sub-regulation (3), the following sub-regulation shall be inserted, namely, - (2A) The investment conditions specified in sub-regulation (2) of this regulation shall be monitored on a half-yearly basis and at the time of acquisition of an asset: Provided that if such conditions are breached on account of market movements of the price of the underlying assets or securities or change in tenants or expiry of lease or sale of properties, the investment manager shall inform the same to the trustee and ensure that the conditions as specified in sub-regulation (2) of this regulation are satisfied within six months of such breach: Provided further that the period may be extended by another six months subject to the approval from the unitholders in accordance with clause (e) of sub-regulation (9) of regulation 26ZM of these regulations: Provided further that if such conditions as specified in sub-regulation (2) of this regulation are not satisfied within the permissible timeline, including extension of timeline approved by the unitholders, then the following shall be applicable - (i) the investment manager of SM REIT shall not float any new scheme of the SM REIT; (ii) the promoters, directors and key managerial personnel of the investment manager shall be debarred from setting up another SM REIT or associate with any other SM REIT or float any new scheme of such other SM REIT; (iii) the investment manager shall apply for delisting of the scheme of SM REIT; and (iv) any other measures as may be specified by the Board. (15) in regulation 26U , (i) in sub-regulation (5), in clause (a), before the words shall be obtained from , the words credit rating shall be substituted with the words issuer credit rating of the scheme of SM REIT ; (ii) after sub-regulation (5), the following explanations shall be inserted, namely, - Explanation 1 . - Borrowings and deferred payments shall not include any refundable security deposits received from tenants and the refundable security deposits from tenants shall be invested in liquid assets as defined in regulation 2(1)(ta) of these regulations. Explanation 2 . - Investment by a scheme of SM REIT in overnight mutual funds, characterized by their investments in overnight securities, having maturity of one day, shall be considered as cash and cash equivalent. Explanation 3 . - The amount of cash and cash equivalent shall be excluded from the value of the assets of the scheme of SM REIT. (iii) after sub-regulation (5), the following sub-regulation shall be inserted, namely,- (6) If the leverage limit specified in sub-regulation (5) of this regulation is breached on account of decline in the price of the underlying assets or securities, the investment manager shall inform the same to the trustee and ensure that the conditions as specified in sub-regulation (5) of this regulation are satisfied within six months of such breach. (16) in regulation 26Y , in sub-regulation (1), the words book building shall be omitted; (17) in regulation 26Z , after sub-regulation (7), the following sub-regulation shall be inserted, namely, - (8) The advertisements shall be in accordance with the scheme offer document and any circulars or guidelines as may be specified by the Board in this regard. (18) in regulation 26ZC , after sub-regulation (1) and before sub-regulation (2), the following sub-regulation shall be inserted, namely, - (1A) In case of oversubscription, the scheme of SM REIT shall not make any allotment in excess of the units offered through the scheme offer document and the allotment of units to each category of investors shall not be less than the minimum bid lot, and the remaining available units, if any, shall be allotted on a proportionate basis (to be selected by a lottery): Provided that in case of oversubscription, an allotment of not more than one per cent. of the net offer to public may be made for the purpose of making allotment in minimum lots; (19) in regulation 26ZD , after sub-regulation (5), the following sub-regulation shall be inserted, namely, - (6) Any person other than the investment manager holding units of the scheme of SM REIT prior to initial offer shall hold the units for a period of not less than one year from the date of listing of the units, subject to circulars or guidelines as may be specified by the Board. (20) in regulation 26ZK , (a) after sub-regulation (2), the following sub-regulations shall be inserted, namely, - (3) Any amount remaining unclaimed or unpaid out of the distributions declared by a scheme of SM REIT, shall be transferred to the Investor Protection and Education Fund constituted by the Board in terms of section 11 of the Act, in such manner as may be specified by the Board: Provided that the amount transferred to Investor Protection and Education Fund shall not bear any interest. (4) The unclaimed or unpaid amount of a person that has been transferred to the Investor Protection and Education Fund in terms of sub-regulation (3) of this regulation, may be claimed in such manner as may be specified by the Board. (21) in regulation 26ZM , in sub-regulation (9), after clause (d), the following clause shall be inserted, namely, - (e) increasing the period for compliance with investment conditions to one year in accordance with sub-regulation (2A) of regulation 26Tof these regulations. (22) after Schedule III and before Schedule IV , the following schedule shall be inserted, namely, - Schedule IIIA [See Regulation 26S (1)] MANDATORY DISCLOSURES IN SCHEME OFFER DOCUMENT Instructions for preparation of scheme offer document: (a) Plain white backgrounds shall be used for all pages without watermarks. (b) A summary of all key information shall be included within the first 1-2 cover pages, prior to the table of contents such as name of the SM REIT, name of the scheme of SM REIT, SM REIT registration status, principal place of business, contact number, compliance officer details, email ID, website of SM REIT, specific webpage for scheme (if any), details of offer (including offer size in rupees and in units, offer type, offer split into fresh issue vs OFS, both in rupees and units, wherever applicable), details of parties to the SM REIT, reservation and allotment patterns (QIB, retail etc.), standard disclaimers w.r.t the issue being the first issue by the SM REIT under that scheme, ASBA (with reference to Issue Procedure section), clause for General Risks, clause addressing Investment Manager s Absolute Responsibility, proposed stock exchanges for listing and status of in-principle approvals from them, names, contact details and email addresses of registered intermediaries connected to the issue (such as BRLMs, RTA, CRA etc.), proposed issue opening and closing dates, etc. (c) The annotated table of contents shall be added after the cover page. (d) A summary of the scheme of SM REIT in the tabular format mentioned below, covering the following details shall be included after the table of contents: S. No. Particulars Contents 1. Name of the SM REIT 2. Name of the Investment Manager and Trustee 3. Contact details of the Investment Manager 4. Contact details of the Merchant Banker(s) 5. Listing (including name of stock Exchange(s) where it will be listed and timeline for listing) 6. Issue Size 7. Issue Price 8. NAV per unit 9. Minimum Application and in multiples of [ ] units thereafter 10. Issue Timing 11. Issue Opening Date 12. Issue Closing Date 13. Pay-in Date 14. Expected Date of Allotment 15. Issuance mode of the Instrument 16. Depository 17. Objects of the Issue 18. Brief description of the assets under each scheme of the SM REIT 19. Brief description of each scheme under the SM REIT 20. Relevant Financial ratios 21. Capital structure of the assets held under each scheme of the SM REIT 22. Brief details of valuation of each asset under each scheme of the SM REIT 23. Brief description of ROFR, if any 24. Brief details of policy of distributions to the unit holders 25. Brief details of fee and expenses charged or chargeable to the SM REIT under each scheme 26. Details with respect to top 5 risk factors (e) A standardized list of chapters with well-defined sections and sub-sections as mentioned above for disclosures in scheme offer document may be used while providing disclosure in the scheme offer document. Any information that doesn t fit within the pre-established structure can be included under an Other Information section. (f) For long tables running into more than one page, repeated headers should be included. (g) Fresh chapter should be started from a new page and not from the end of the previous chapters. (h) Hyperlinks may be included in the scheme offer document in order to access the information relied upon such as relevant taxation provisions, laws relating to real estate, etc. The information being referenced should be uploaded in the website of SM REIT. The information and database accessed through the hyperlink should be static. (i) The offer documents should include referencing of relevant Regulations and circulars issued thereunder wherever disclosures are mentioned (j) PDF version of the scheme offer document in a plain text with page numbers formats shall be submitted separately while filing scheme offer document. (k) QR codes, if any in the scheme offer document shall be submitted separately while filing scheme offer document. PART A: MANDATORY DISCLOSURES IN KIT Sr. No. Disclosure Requirement Details which shall be disclosed 1. Introduction a. Name, registered office address, correspondence address, contact person (s), contact details and email id of the SM REIT; b. Place and date of creation of the SM REIT; c. Registration number and date of registration of the SM REIT with SEBI. 2. Details of parties to the SM REIT a. Investment Manager a. Background of the investment manager including past experience in real estate industry or real estate fund management; In case investment manager is unable to meet the above requirement, details of key managerial personnel who possess not less than five years experience in real estate industry or real estate fund management; b. Brief functions, duties and responsibilities of the investment manager; c. Brief profiles of the directors of the investment manager and units held by them in the SM REIT, if any b. Trustee a. Background of the trustee including details of registration with SEBI; b. Names and profiles of the Directors; c. Functions, duties and responsibilities of the Trustee. 3. Brief background of the SM REIT a. Glossary of terms and abbreviations (relevant information which is present in the KIT shall be included here); b. Structure and description of the SM REIT (this section shall include details with respect to the structure of the SM REIT and various scheme(s) which it may have from time to time); c. Details with respect to the registration certificate granted by SEBI to the SM REIT; d. Information with respect to the eligibility criteria of the parties to the SM REIT (as required under Regulation 26J of the REIT Regulations); e. Eligibility details in relation to the issuer (as required under Regulation 26P(1) of these Regulations); f. General principles related to valuation of each asset and general distribution mechanism followed under each scheme of the SM REIT; g. Information with respect to the investor grievance redressal mechanism setup by the SM REIT. 4. Migration of existing persons, entities or structures Migration plan along with details of existing persons, entities or structures as required in Regulation 26N of these Regulations. 5. Terms of the Offer Information as may be required for the investor to make an informed decision (only such information will be included in this portion which are relevant to the SM REIT). Further, eligibility details with respect to the offer made by the SM REIT would be included in this section, as required under Regulation 26P(2) of these Regulations, along with details related to minimum public unitholding. 6. Market overview General overview of the SM REIT with respect to the macro market which is being targeted by the SM REIT. 7. Business details and Strategy a. Investment Strategy a. Description of investment strategy (the relevant strategy related to the macro markets which are targeted by the SM REIT) including category, type, location, allocation to each type, along with the investment conditions specified under Regulation 26T of these Regulations. b. Capital and risk management strategy b. Leverage Details with respect to the borrowing policy of the SM REIT 8. Financials Summary of the financial statements of the SM REIT and investment manager for the previous 3 financial years, as applicable 9. Rights of the Unit Holders a. Rights of the Unitholders It shall include such rights of the unitholders which are related to the functioning of the SM REIT. For example, the voting rights of all the unitholders of the SM REIT which are linked to the change in the Investment Manager, change in the investment strategy of the SM REIT, etc. b. Proposed disclosures to the unit holders either directly or by public dissemination on the Designated Stock Exchanges website (which pertain to all the unitholders of the SM REIT). c. Frequency and manner of meetings of unit holders (for those matters which pertain to all the unitholders of the SM REIT). 10. Litigations and regulatory actions Brief description of the material litigations and regulatory actions which are pending, against the SM REIT, investment manager or any of its associates and the trustee, if any. 11. Risk Factors pertaining to the SM REIT 12. Brief details on taxation and regulatory aspects related to the SM REIT to enable the investors to make an informed decision 13. Other general information a. Key terms of material agreements relating to the SM REIT including but not limited to the investment management agreement, trust deed, tripartite agreements etc. b. Policy of appointment of auditor, information with respect to the auditor and auditing standards to be followed. c. Policy and timelines for redresses of complaints by the investors 14. Supporting Documents a. Auditors report b. Any other such report 15. General Information a. Offer Procedure - Book Building Process or Fixed Price Process b. Information with respect to Bid cum Application Form c. Information with respect to who can bid in the offer d. Conditions for Bids by FPIs/ MFs/ Insurance Companies, VCFs, AIFs, Banking Companies, PFs etc. e. Method and process of Bidding f. Payment Mechanism for ASBA Bidders g. Grounds for Technical Rejections h. Electronic Registration of Bids i. Build-up of the book and revision of Bid j. Designated Dates and Allotment of Units k. Mode of Refunds l. Such other information as considered appropriate 16. Process for Allotment and Listing 17. Such other information as is material and appropriate to enable the investors to make an informed decision Relevant confirmations with respect to the disclosures included in the KIT shall be included here, as required under Regulation 26(S) (1), (2), (3) and (4) of these Regulations. 18. Declarations which shall be signed by the board of directors of the investment manager PART B: MANDATORY DISCLOSURES IN KIS Sr. No. Disclosure Requirement Details which shall be disclosed 1. Introduction Cross reference to the KIT shall be included here. 2. Brief background of the scheme of SM REIT a. Glossary of terms and abbreviations (relevant information which is present in the KIS would be included here); b. Description of the Scheme; c. Details of Property Management or Lease Management or any other arrangements pertaining to underlying SM REIT assets (disclosure shall be limited to only the assets under the specific scheme), entered into with various parties prior to the offer; d. Holding structure of the scheme of SM REIT prior to the offer including breakup of the units held by the investment manager and any other unit holder holding greater than 5% of the units of the scheme of SM REIT, along with details of any other party to the SM REIT under the holding structure; e. Proposed holding structure by the aforesaid parties post-offer; f. Fee and expenses charged or chargeable to the scheme of SM REIT by various parties including fees charged by the investment manager, valuer, auditor, trustees and any other third party and shall also include any set-up costs for the scheme; g. Total expense ratio; h. Details with respect to merchant banker(s) appointed for the scheme; i Confirmation with respect to the lock-in requirements, along with details of units which would be locked-in by the investment manager from the date of listing of units (as required in Regulation 26ZB of these Regulations); 3. Terms of the Offer a. Terms of the offer for the scheme including number of units, price, offer opening date, offer 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 for the scheme; c. Listing of units: (i) Names of the 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 Stock Exchanges; d. Eligibility details with respect to the offer made by the scheme of SM REIT shall be included in this section (as required under Regulation 26P(2) of these Regulations). 4. Market overview General overview of the scheme and the micro market where the scheme is targeting its investments (basis location and type of asset). 5. Description of the assets under the scheme of SM REIT a. Description of real estate assets of the scheme of SM REIT including the general character and competitive conditions of all the properties held or intended to be acquired by the scheme of SM REIT and pictures of the properties. b. Key statistics of the properties (type of property, area, occupancy, location, lease expiry (if any), etc.) c. Special features of the properties, if any d. Details of the SPVs through which the properties are held or proposed to be held including holding pattern, holding of scheme of SM REIT in the SPV, rights of scheme of SM REIT in the SPV, etc. Further, disclosures pertaining to the scheme of SM REIT s control over the relevant SPVs, along with the exclusive rights in the SPV shall be given. e. Confirmation of adequate Insurance by the Trustee f. For leased out properties, the following additional disclosures shall be made (property-wise): (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 sub-leases or tenancies, if any, 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 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) Comparable lease rental income of similar properties in the vicinity or adjoining areas; (x) Whether any clause exists in rental agreements providing high grace period in lieu of higher rental values. If yes, details shall be provided. 6. Business details and Strategy a. Investment Strategy a. Description of investment strategy (the relevant strategy would be related to the micro markets which are being targeted by the scheme) including category, type, location, allocation to each type; b. Description of ROFR with respect to any properties under the scheme; c. Capital and risk management strategy of the scheme. b. Use of proceeds a. Purpose of the offer; b. Offer expenses. c. Leverage a. Capital structure of the assets under the scheme including any borrowings or deferred payments with respect to the such assets prior to the offer and post-offer; b. Borrowing policy of the assets under the scheme; c. State whether the scheme is with leverage or without leverage in accordance with Regulation 26U(2) of these Regulations. In case of a scheme with no leverage, the investment manager shall submit an undertaking that the particular scheme shall not utilize any leverage in future. 7. Valuation a. Summary of valuation as per the full valuation report; b. Valuation methodology; c. Frequency of valuation and declaration of NAV. 8. Financials a. If discrete financial statements are available for the assets for previous 3 years and stub period (if applicable), then historical financial statements shall be disclosed for last three years and stub period (if applicable) or for such shorter period for which the financial statements are available. b. In case more than one SPV is being acquired under a scheme and discrete financial statements are available for the SPVs, then combined financial statements shall also be disclosed for last three years and stub period (if applicable) or for such shorter period for which the financial statements are available. c. If discrete financial statements as per above are not available for past periods, the investment manager shall disclose specific reasons for non-availability of such information; d. In case of non-availability of financial statements, total rental income from the properties (property-wise) under the scheme for the previous three years and stub period (if applicable) shall be disclosed; e. Guidance on preparation and audit of historical financial information (including preparation or audit of combined financial statements) as applicable for REITs shall be applicable mutatis mutandis for scheme of SM REIT f. Projections of income of the scheme over next three years beginning the current financial year certified by the investment manager and the auditor with respect to calculation and assumption; g. Contingent Liabilities as on the date of KIS; 9. Rights of the Unit Holders a. Rights of the Unitholders It shall include such rights of the unitholders which are related to the matters pertaining to the relevant scheme. Further, it shall include voting rights of the unitholders where only the relevant unitholders under the scheme would have the right to vote; b. Proposed disclosures to the unit holders pertaining to the scheme, either directly or by public dissemination on the Designated Stock Exchanges website; c. Frequency and manner of meetings of unit holders (for those matters which pertain to the unitholders of the relevant scheme). 10. Title disclosures, litigations and regulatory actions a. Title disclosure of the properties including any material litigations pertaining to the properties (details of such litigation shall be updated as on date of the KIS); b. Brief description of the material litigations and regulatory actions which are pending against the valuer of the scheme of SM REIT, if any. 11. Risk Factors Risk factors (internal and external) which pertain to the schemes assets or properties, their location or the micro market in which the scheme operates. 12. Brief details on taxation and regulatory aspects to enable the investors to make an informed decision In the event where an asset under a scheme is governed under a specific tax and regulatory regime, then relevant disclosures related to such aspects shall be included in this section and / or a cross reference to the KIT shall be included in this section of the KIS. 13. Other general information Key terms of material agreements relating to the assets held under the scheme, such as the property management agreement, shared services agreement etc. 14. Supporting Documents a. Undertaking by the investment manager in case of scheme with no leverage. b. Auditor s report prepared on a standalone basis for each SPV or on combined financial statements, if applicable. c. Any other such report. 15. Offer procedure a. Selling restriction, if any b. Minimum Subscription and Minimum Allotment c. Price Discovery (if applicable) and Allocation d. Basis of allotment e. Timelines for allotment and listing 16. Such other information as is material and appropriate to enable the investors to make an informed decision a. Information with respect to lease rental income for each property proposed to be acquired by the scheme of the SM REIT, along with the comparable lease rental income of other similar properties (such comparable disclosures shall be sourced from or certified by a valuer or any other persons). b. Relevant confirmations with respect to the disclosures included in the KIS shall be included here, as required under Regulation 26(S) (1), (2), (3) and (4) of these Regulations. c. Relevant material and appropriate information which is related to the scheme or the asset held under the scheme and which would enable the investors to make an informed decisions shall be included herein. 17. Declarations which shall be signed by the board of directors of the investment manager 18. Details of the Valuer Following details of valuer(s) for the scheme shall be included: a. Background of the valuer including past experience in valuation in real estate, especially in valuation of similar assets by nature and location; b. Policy of appointment and removal. 19. Documents to be annexed a. Full Valuation Report b. Auditors Report c. Due Diligence Certificate d. In-principal approval from stock exchange(s) e. such other report in connection with schemes asset(s), as applicable. (23) After Schedule - X , the following shall be inserted as schedules, namely,- Schedule - XI Illustrative List of conditions [See Regulation 18 (5B)] a) The business of REIT shall be leasing out such assets and not operating such assets. b) REIT along with its HoldCo(s) and SPV(s) shall carry no risk or return of the operating model directly or indirectly in any form or manner. c) The income from such asset should be fixed rental income from leasing out such asset and not operating income from such asset. d) The lease tenure on such assets should be long term in nature. e) The rentals generated on such assets should be based on leasable area. f) The assets should be leased out in cold shell conditions or in warm shell conditions with basic utilities only. g) The license for operation of such assets shall not be in the name of the REIT, its HoldCo or SPV. Schedule XII Illustrative Roles and Responsibilities of Trustees [See regulation 9(19)] 1 . Asset Management Oversight: The trustee shall: i. conduct regular physical inspections of REIT assets; and ii. supervise the maintenance and compliance of assets with safety and operational standards. 2. Regulatory Compliance and Reporting: i. The trustee shall provide periodic confirmations to SEBI that trustees have not engaged in transactions involving the units of the REIT they manage. ii. The trustee shall ensure that the manager submits information to the trustees including: a) List of unitholders on quarterly basis; b) Shareholding of REIT in SPV, HoldCo and Investment entity and changes if any on a quarterly basis; c) Confirmation on compliance with leverage limit on a quarterly basis and at the time of acquisition and disposal of assets; d) Trustee may request for due diligence report or such other information in respect of any acquisition; e) Net worth compliance certificate from manager on a half yearly basis; f) Net worth compliance certificate of sponsor and manager from practicing Chartered Accountant on an annual basis; and g) Confirmation on the details of unclaimed distributions till the previous quarter. iii. The trustee shall ensure that the distribution of net distributable cash flow has been made by the manager in accordance with these regulations and the trust deed. iv. Where the trustee has reason to believe that the conduct of business of the REIT is not in accordance with these regulations they shall forthwith take such remedial steps as are necessary by them and shall immediately inform the unitholders and the Board of the violation and the action taken by them. 3. Managerial Oversight: i. The trustee shall hold annual and as-needed meetings with the manager s senior management and the chairperson of the audit committee. 4. Information and Documentation: The trustee shall: i. request and review detailed reports and documents from the manager regarding the operational, financial, and compliance status. ii. require managers to provide due diligence reports, net worth compliance certificates, and confirmations of unclaimed distributions. 5. Record-Keeping: The trustee shall: i. seek necessary records maintained by the manager for compliance with sub-regulation (2) of regulation 26 of these regulations. ii. maintain comprehensive and systematic records of all trustee activities, decisions, and notable transactions to ensure accountability and ease of audit. 6. Ethics and Conflict of Interest: The trustee shall: i. ensure that the manager has not given any undue or unfair advantage to any associates or dealt with any of the associates of the manager in any manner detrimental to interest of the unitholders; ii. ensure that there is no conflict of interest between the manner of deployment of its net worth by the manager and the interest of the unitholders; iii. ensure that the manager manages the REIT and schemes of SM REIT independently of other activities and have taken adequate steps to ensure that the interest of investors of one scheme of SM REIT are not being compromised with those of any other scheme of SM REIT or of other activities of the REIT or the Manager; and iv. abide by the Code of Conduct as specified in the Schedule VI of these regulations. 7. Auditing and Financial Review: The trustee shall: i. be accountable for, and be the custodian of, the funds and property of the respective REIT and shall hold the same in trust for the benefit of the unitholders in accordance with these regulations and the provisions of trust deed; and ii. review the net worth of the manager on a half-yearly basis to ensure compliance with the threshold provided in these regulations on a continuous basis. 8. Due Diligence: i. The trustee shall exercise due diligence as under: A. General Due Diligence: The trustee shall: a) be discerning in the appointment of the directors on the Board of the manager; b) review the desirability or continuance of the manager if substantial irregularities are observed in the REIT or any of the schemes of SM REIT and shall not allow the manager to float new schemes of SM REIT; c) ensure that the trust property is properly protected, held and administered by proper persons and by a proper number of such persons; d) ensure that all service providers are holding appropriate registrations from the Board or the concerned regulatory authority; e) arrange for test checks of service contracts; and f) immediately report to the Board of any special developments in the trust. B. Specific due diligence: The trustee shall: a) obtain audit reports of the manager and the REIT, its HoldCos and SPVs at regular intervals from auditors appointed by the manager; b) obtain secretarial compliance reports from the manager; c) consider the reports of the auditor and secretarial compliance reports of REIT at their board meetings for appropriate action; d) review the activity of the REIT on a quarterly basis and place the report of the same before their Board of directors; e) consider the reports of the auditor and compliance reports of manager at their board meetings for appropriate action; f) maintain records and minutes of the Board of directors meetings of the trustee for the review of information pertaining to the REIT; g) prescribe and adhere to a code of ethics by the trustee, manager and its personnel; and h) communicate in writing to the manager of the deficiencies and check on necessary measures taken by manager for the rectification of deficiencies. ii. The trustee shall also exercise due diligence on such matters as may be specified by the Board from time to time. BABITHA RAYUDU, Executive Director [ADVT .- III/4/Exty./41/2025-26] Footnotes: 1.The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide No. LAD-NRO/GN/2014/15/11/1576. 2.The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 was subsequently amended by the - a. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2016, vide No. SEBI/LAD/NRO/GN/2016-17/022, with effect from November 30, 2016. b. Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, vide No. SEBI/LAD/NRO/GN/2016-17/38, with effect from March 6, 2017. c. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2017, vide No. SEBI/LAD-NRO/GN/2017-18/022, with effect from December 15, 2017. d. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, vide No. SEBI/LAD-NRO/GN/2018/06, with effect from April 10, 2018. e. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2019, vide No. SEBI/LAD-NRO/GN/2019/09, with effect from April 22, 2019. f. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/06, with effect from March 02, 2020. g. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/10, with effect from April 17, 2020. h. Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/16 with effect from June 16, 2020. i. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/28 with effect from July 30, 2021. j. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30 with effect from August 03, 2021 k. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/100 with effect from November 9, 2022. l. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 vide No. LAD-NRO/GN/2023/123 with effect from February 14, 2023. m. Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/137 with effect from July 4, 2023. n. Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023 vide No. LAD-NRO/GN/2023/144 with effect from August 16, 2023. 0. Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/146 with effect from August 18, 2023. p. Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/160 with effect from October 23, 2023. q. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/166 with effect from March 8, 2024. r. Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/193 with effect from July 13, 2024. S. Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/208 with effect from September 28, 2024. t. Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 vide notification F No. SEBI/LAD-NRO/GN/2025/228 with effect from February 10, 2025.