Ecurities and Xchange Oard of Ndia EAL State Nvestment Rusts Egulations

THE GAZETTE OF INDIA
EXTRAORDINARY
PART – III – SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, SEPTEMBER 26, 2014
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 26th of September, 2014
SECURITIES AND EXCHANGE BOARD OF INDIA (REAL ESTATE INVESTMENT TRUSTS)
REGULATIONS, 2014
No. LAD-NRO/GN/2014-15/11/1576 - In exercise of the powers conferred by section 30 read
with section 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992),
laying down a framework for Real Estate Investment Trusts and registration and regulation
thereof, the Securities and Exchange Board of India hereby, makes the following regulations,
namely, —
CHAPTER I
PRELIMINARY
Short title and commencement.
1. (1) These regulations may be called the Securities and Exchange Board of India (Real Estate
Investment Trusts) Regulations, 2014.
(2) They shall come into force on the date of their notification in the Official Gazette.
Definitions.
2. (1) In these regulations, unless the context otherwise requires, the terms defined herein shall
bear the meanings assigned to them below, and their cognate expressions shall be construed
accordingly,–
(a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(b) “associate” of any person 1[shall be as defined under the Companies Act, 2013 or
under the applicable accounting standards and shall also include following],-
(i) any person controlled, directly or indirectly, by the said person;
1
Substituted for "includes" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
1
(ii) any person who controls, directly or indirectly, the said person;
(iii) where the said person is a company or a body corporate, any person(s)
who is designated as promoter(s) of the company or body corporate and any
other company or body corporate with the same promoter(s);
(iv) where the said person is an individual, any relative of the individual;
(v) 2[***]
(vi) 3[***]
(vii) 4[***]
(viii) 5[***]
(c) "Board" means the Securities and Exchange Board of India established under section
3 of the Act;
(d) “body corporate” shall have the meaning assigned to it in or under sub-section (11) of
section 2 of the Companies Act, 2013;
(e) “bonus issue” means additional units allotted to the unit holders as on the record date
fixed for the said purpose, without any cost to the unit holder;
(f) “certificate” means a certificate of registration granted under these regulations;
(g) 6[“change in control”, -
(i) in case of a body corporate, -
2
Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior
to its omission, sub-clause (v) read as under :
“where the said person is a company or a body corporate or an LLP, its group companies;”
3
to its omission, sub-clause (vi) read as under :
“companies or LLPs under the same management;”
4
to its omission, sub-clause (vii) read as under :
“where the said person is a REIT, related parties to the REIT;”
5
to its omission, sub-clause (viii) read as under :
“any company or LLP or body corporate in which the person or its director(s) or partner(s) hold(s), either
individually or collectively, more than fifteen percent of its paid-up equity share capital or partnership interest, as
the case may be;”
6
Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment)
Regulations, 2023 w.e.f. 01.04.2023. Prior to substitution it read as follows:
“(g) "change in control" means,-
(i) in case of a company or body corporate, change in control where 'control' shall have the
meaning as provided in sub-section (27) of section 2 of the Companies Act, 2013;
(ii) in any other case, change in the controlling interest;
Explanation.─ For the purpose of sub-clause (ii), the expression “controlling interest” means an interest, whether
direct or indirect, to the extent of [not less] than fifty percent of voting rights or interest;”
2
(A) if its shares are listed on any recognized stock exchange, shall be construed
with reference to the definition of control in terms of regulations framed under
clause (h) of sub-section (2) of section 11 of the Act;
(B) if its shares are not listed on any recognized stock exchange, shall be construed
with reference to the definition of control as provided in sub-section (27) of
section 2 of the Companies Act, 2013 (18 of 2013);
(ii) in a case other than a body corporate, shall be construed as any change in its legal
formation or ownership or change in controlling interest.
Explanation- For the purpose of sub-clause (ii), the expression “controlling interest”
means an interest, whether direct or indirect, to the extent of not less than fifty percent
of voting rights or interest;]
(h) “company” means a company as defined under sub-section (20) of section 2 of the
Companies Act, 2013;
(i) “completed property” means property for which occupancy certificate has been
received from the relevant authority;
(j) “credit rating agency” means a credit rating agency registered with the Board under the
Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999;
(k) “custodian” means a person registered with the Board under the Securities and
Exchange Board of India (Custodian of Securities) Regulations, 1996;
7
[(ka) “debt securities” shall be as defined under Regulation 2(1)(e) of SEBI (Issue and
Listing of Debt Securities) Regulations, 2008;]
(l) “designated stock exchange” means a recognised stock exchange in which units of a
REIT are listed or proposed to be listed and which is chosen by the REIT as a designated
stock exchange for the purpose of a particular issue of the units of the REIT under these
regulations:
Provided that where one or more of such stock exchanges have nationwide trading
terminals, the REIT shall choose one of them as the designated stock exchange:
Provided further that subject to the provisions of this clause, the REIT may choose a
different recognised stock exchange as a designated stock exchange for any subsequent
issue of units of the REIT under these regulations;
(m) "floor space index" or "FSI" shall mean the buildable area on a plot of land as specified
by the competant authority;
7
Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
3
(n) “follow–on offer” means offer of units of a listed REIT to the public for subscription
and includes an offer for sale of REIT units by an existing unit holder to the public;
(o) 8[***]
(p) “form” means any of the forms set out in the Schedule I of these regulations;
9
[(pa) "general purposes" include such identified purposes for which no specific amount
is allocated or any amount so specified towards general purpose or any such purpose
by whatever name called, in the offer document filed with the Board:
Provided that any issue related expenses shall not be considered as a part of general
purpose merely because no specific amount has been allocated for such expenses in the
offer document filed with the Board;”]
(q) "governing board” in case of an LLP shall mean a group of members assigned by the
LLP to act in a manner similar to the Board of directors in case of a company;“initial
offer” means the first offer of units of an REIT to the public for subscription and
includes an offer for sale of REIT units by an existing unit holder to the public;
10
[(qa) “group entities of the Manager” means:
(i) entities or person(s) which are controlled by the Manager;
(ii) entities or person(s) who control the Manager; or
(iii) entities or person(s) controlled by entities or person(s) specified in sub-clause (ii).]
11 12
[ [(qai)] “holdco” or “holding company” shall mean a company or LLP.,-
13
(i) in which REIT holds or proposes to hold [***] not less than fifty 14[***]
per cent. of the equity share capital or interest and which it in turn has made
investments in other SPV(s), which ultimately hold the property(ies);
8
to its omission, clause (o) read as under :
““follow-on offer document” means any document by which follow-on offer is made to the public;”
9
10
Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment)
Regulations, 2023, w.e.f 17.08.2023.
11
12
Clause (qa) renumbered as clause (qai) by the Securities and Exchange Board of India (Real Estate Investment
Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.
13
Words “controlling interest and” omitted by the Securities and Exchange Board of India (Real Estate Investment
Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
14
Word “one” omitted ibid.
4
(ii) which is not engaged in any other activity other than holding of the
underlying SPV(s), holding of real estate/properties and any other activities
pertaining to and incidental to such holdings;”;
15
[(qaa) “inducted sponsor” means any person who has been inducted as a sponsor
in accordance with sub-regulation (8) of regulation 22;]
16 17
[ [(qb)] “Independent director” in case of a company means a director, other than a
nominee director of the Manager: -
(i) who, in the opinion of the Board of Directors of the Manager, is a person of
integrity and possesses relevant expertise and experience;
(ii) who is not or was not a sponsor of the REIT, a promoter of parties to the
REIT, their holding, subsidiary or associate or a member of the sponsor group
of the REIT;
(iii) who is not related to the REIT, its Holdco and/or SPV, parties to the REIT,
its holding company or associate or their promoters or directors;
(iv) who, apart from receiving a director's remuneration, does not have or has had
any material pecuniary relationship with the REIT, its Holdco and/or SPV,
parties to the REIT, its holding company, the subsidiary or associate or their
promoters or directors, during the three immediately preceding financial
years or during the current financial year;
(v) none of whose relatives -
(A) is holding securities of or interest in the REIT, its Holdco and/or SPV,
parties to the REIT, their holding Company, subsidiary or associate
during the three immediately preceding financial years or during the
current financial year of face value in excess of fifty lakh rupees or two
percent of the unit capital of the REIT, two percent of the paid-up capital
of the parties to the REIT, their holding Company, subsidiary or
associate or Holdco and/or SPV respectively or such higher sum as may
be specified;
15
Inserted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f.
16.06.2020.
16
Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment)
Regulations, 2023 w.e.f. 01.04.2023.
17
Clause (qai) renumbered as clause (qb) by the Securities and Exchange Board of India (Real Estate Investment
5
(B) is indebted to the REIT, its Holdco and/or SPV, parties to the REIT, its
holding company, subsidiary or associate or their promoters or directors,
during the three immediately preceding financial years or during the
current financial year, in excess of such amount as may be specified;
(C) has given a guarantee or provided any security in connection with the
indebtedness of any third person to the REIT, its Holdco or SPV, parties
to the REIT, its holding company, subsidiary or associate or their
promoters or directors, during the three immediately preceding financial
years or during the current financial year, for such amount as may be
specified; or
(D) has any other pecuniary transaction or relationship with the REIT, its
Holdco and/or SPV, parties to the REIT, its holding company, subsidiary
or associate amounting to two percent or more of its gross turnover or
total income:
Provided that the pecuniary relationship or transaction with the REIT, its
Holdco and/or SPV, parties to the REIT, its holding company, subsidiary
or associate or their promoters or directors in relation to points (A) to
(D) shall not exceed two percent of its gross turnover or total income or
fifty lakh rupees or such higher amount as may be specified from time
to time, whichever is lower.
(vi) who, neither himself or herself, nor whose relative(s) —
(A) holds or has held the position of a key managerial personnel or is or has
been an employee of the Holdco and/or SPV, parties to the REIT or its
holding, subsidiary or associate or any company belonging to parties to
the REIT, in any of the three financial years immediately preceding the
financial year in which he/she is proposed to be appointed:
Provided that in case of a relative who is an employee other than a key
managerial personnel, the restriction under this clause shall not apply for
his/her employment;
(B) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he/she
is proposed to be appointed, of-
6
(1) a firm of auditors or company secretaries in practice or cost
auditors of the REIT, its Holdco and/or SPV, parties to the REIT,
its holding company, subsidiary or associate; or
(2) any legal or a consulting firm that has or had any transaction with
the REIT, its Holdco and/or SPV, parties to the REIT, its holding
company, subsidiary or associate amounting to ten per cent or
more of the gross turnover of such firm;
(C) holds together with his relatives two per cent or more of the total voting
power of the REIT, its Holdco and/or SPV, parties to the REIT;
(D) is a chief executive or director, by whatever name called, of any non-
profit organisation that receives twenty-five per cent or more of its
receipts or corpus from the REIT, its Holdco and/or SPV, parties to the
REIT, its holding company, subsidiary or associate, any of its promoters,
directors or that holds two per cent or more of the total voting power of
the REIT, its Holdco and/or SPV, parties to the REIT;
(E) is a material supplier, service provider or customer or a lessor or lessee
of the REIT, its Holdco and/or SPV, parties to the REIT, its holding
company, subsidiary or associate;
(vii) who is not less than 21 years of age; or
(viii) who possesses such other qualifications as may be specified by the Board.]
18
[(qc)] “initial offer” means the first offer of units of an REIT to the public for
subscription and includes an offer for sale of REIT units by an existing unit holder to
the public;]
19
(r) [***]
(s) “inspecting officer” means any one or more person appointed by the Board to exercise
powers conferred under Chapter VII of these regulations;
(t) “investment management agreement” means an agreement between the trustee and the
manager which lays down the roles and responsibilities of the manager towards the
REIT;
18
Clause (qb) renumbered as clause (qc) by the Securities and Exchange Board of India (Real Estate Investment
19
to its omission, clause (r) read as under :
““initial offer document” means any documentby which initial offer is made to the public by the REIT;”
7
(u) “listed REIT” means a REIT whose units are listed on a recognized stock exchange;
(v) "LLP" means a limited liability partnership as defined under the Limited Liability
Partnership Act, 2008;
(w) “manager” means a company or LLP or body corporate incorporated in India which
manages assets and investments of the REIT and undertakes operational activities of
the REIT;
(x) "net asset value” or "NAV" means the value of the REIT 20
[assets reduced by the
external debt] divided by the number of outstanding units as on a particular date;
(y) “net worth” in relation to a company or a body corporate shall have the meaning
assigned to it under sub-section (57) of section 2 of the Companies Act, 2013;
(za) “occupancy certificate” means a completion certificate, or such other certificate, as the
case may be, issued by the competent authority permitting occupation of any property
under any law for the time being in force;
(zb) "offer document" means any document described or issued as an offer document
including any notice, circular, advertisement or other document inviting offers
21
[through a public issue] for the subscription or purchase of units of the REIT and
includes initial offer document, follow-on offer document22[, letter of offer in case of
rights issue] and any other document as may be specified by the Board;
(zc) “parties to the REIT” shall include the 23
[sponsor group(s)], 24
[inducted] sponsor(s),
manager, and trustee;
(zd) “preferential issue” means an issue of units by a listed REIT to any select person or
group of persons on a private placement basis and does not include an offer of units
made through a public issue, rights issue, bonus issue, qualified institutions placement
or any other issue as may be specified by the Board;
(ze) “public” for the purposes of offer and listing of units means any person other than
related party of the REIT or any other person as may be specified by the Board:
Provided that in case any related party to the REIT is a qualified institutional buyer,
such person shall be included under the term 'public';
20
Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
21
Substituted for “from the public” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
22
23
Substituted for “sponsor(s)” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
24
Substituted for “re-designated” by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations,
2020, w.e.f. 16.06.2020.
8
(zf) “public issue” means an initial offer or follow-on offer or any other issue made to the
public as may be specified by the Board;
(zg) “qualified institutional buyer” shall have the meaning assigned to it under clause (zd)
of sub-regulation (1) of regulation 2 of the SEBI (Issue Of Capital And Disclosure
Requirements) Regulations, 2009;
(zh) “qualified institutions placement” means allotment of units by a listed REIT to qualified
institutional buyers on private placement basis in terms of these regulations;
(zi) “real estate” or “property” means land and any permanently attached improvements to
it, whether leasehold or freehold and includes buildings, sheds, garages, fences, fittings,
fixtures, warehouses, car parks, etc. and any other assets incidental to the ownership of
real estate but does not include mortgage:
Provided that any asset falling under the purview of 'infrastructure' as defined vide
Notification of Ministry of Finance dated October 07, 2013 including any amendments
or additions made thereof shall not be considered as 'real estate' or 'property' for the
purpose of these regulations;
25
[Notwithstanding the above, following captured within the abovementioned definition
of infrastructure shall be considered under “real estate” or “property”,-
(i) hotels, hospitals and convention centers, forming part of composite real estate
projects, whether rent generating or income generating;
(ii) common infrastructure" for composite real estate projects, industrial parks and
SEZ;]
(zj) 26[“real estate assets” means properties held by REIT, on a freehold or leasehold basis,
whether directly or through a holdco and/or a special purpose vehicle];
(zk) “recognised stock exchange” means any stock exchange which is recognised under
section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);
(zl) 27[(***]
25
26
Regulations, 2018, w.e.f. 10.04.2018. Prior to the substitution, the definition read as follows:
““real estate assets” means properties owned by REIT whether directly or through a special purpose vehicle”
27
Omitted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f.
16.06.2020. Prior to its omission, sub-clause (zl) read as under :
“ (zl) "re-designated sponsor" means any person who has assumed the responsibility of the sponsor as provided
under regulation 11 from the person as designated under clause (zt) of sub-regulation (1) of this regulation or from
any re-designated sponsor thereafter;”
9
(zm) 28[ “REIT” or “Real Estate Investment Trust” means a person that pools rupees fifty
crores or more for the purpose of issuing units to at least two hundred investors so as to
acquire and manage real estate asset(s) or property(ies), that would entitle such
investors to receive the income generated therefrom without giving them the day-to-
day control over the management and operation of such real estate asset(s) or
property(ies).
Explanation 1. – For the purpose of these regulations, a REIT or Real Estate Investment
Trust shall include an SM REIT under Chapter VIB of these regulations.
Explanation 2. – For the removal of doubts, it is hereby clarified that for the purpose of
these regulations, any company which acquires and manages real estate asset(s) or
property(ies) and offers or issues securities to the investors, shall not be construed as a
REIT or Real Estate Investment Trust;]
(zn) 29[“REIT assets” means real estate assets and any other assets held by the REIT, on a
freehold or leasehold basis, whether directly or through a holdco and/or a special
purpose vehicle.”];
(zo) 30
[“related party” shall be defined under the Companies Act, 2013 or under the
applicable accounting standards and shall also include:]
(i) parties to the REIT;
31
(ii) [***]
32
(iii) [***] 33[promoters] 34
[***], directors and partners of the persons in clause (i)
35
[***];
28
Regulations, 2024 w.e.f. 08.03.2024. Prior to substitution, the definition read as follows:
“REIT” or "Real Estate Investment Trust" shall mean a trust registered as such under these regulations;
29
Regulations, 2018, w.e.f. 10.04.2018. Prior to the substitution, the definition read as follows:
““REIT assets” means real estate assets and any other assets owned by the REIT whether directly or through a
[holdco and /or] special purpose vehicle”
30
Substituted for ““related party to the REIT” shall include:” by the SEBI (Real Estate Investment Trusts)
(Amendment) Regulations, 2016, w.e.f. 30.11.2016
31
to its omission, sub-clause (ii) read as under :
“any unit holder holding, directly or indirectly, more than twenty per cent. of the units of the REIT;”
32
Omitted “associates,”, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016.
33
Regulations, 2018, w.e.f. 10.04.2018.
34
The word “sponsors” was omitted ibid.
35
Omitted“and (ii)”, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016.
10
(zp) "rent generating property" means property which has been leased or rented out in
accordance with an agreement entered into for the purpose;
(zq) “rights issue” means an offer of units by a listed REIT to the unit holders of the REIT
as on the record date fixed for the said purpose;
(zr) “right-of-first-refusal” or "ROFR" of a REIT means the right given to the REIT by a
person to enter into a transaction with it before the person is entitled to enter that
transaction with any other party;
36
[(zra) “Self-Sponsored Manager” means the Manager of a REIT who has dual
responsibilities of both the Manager as well as the sponsor;]
37 38
[ [(zrb)] “Senior Management” means officers or personnel of the Manager who are
members of its core management team excluding the Board of Directors and shall also
comprise all members of the management one level below the Chief Executive Officer
or Managing Director, Whole Time Director, manager (including Chief Executive
Officer or manager, in case they are not part of the Board of Directors) and shall
specifically include the Compliance Officer and Chief Financial Officer;]
(zs) "special purpose vehicle" or "SPV" means any company or LLP, -
39 40
(i) in which [either the REIT or the holdco] holds or proposes to hold [***] not
less than fifty 41[42[***]] per cent. of the equity share capital or interest;
(ii) which holds not less than eighty per cent. of its assets directly in properties and
does not invest in other special purpose vehicles; and
(iii) which is not engaged in any activity other than holding and developing property
and any other activity incidental to such holding or development;
(zt) “sponsor” means any person(s) who set(s) up the REIT and designated as such at the
time of application made to the Board 43[and shall include an inducted sponsor];
36
Regulations, 2023, w.e.f 17.08.2023.
37
Regulations, 2023 w.e.f. 01.04.2023.
38
Clause (zra) renumbered as clause (zrb) by the Securities and Exchange Board of India (Real Estate Investment
39
Substituted for “the REIT” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
40
Words “controlling interest and” omitted by the Securities and Exchange Board of India (Real Estate Investment
41
Word “one” omitted ibid.
42
43
16.06.2020
11
44
[“(zta) “sponsor group” – includes:
(i) the sponsor(s);
(ii) in case the sponsor is a body corporate:
a. entities or person(s) which are controlled by such body corporate;
b. entities or person(s) who control such body corporate;
c. entities or person(s) which are controlled by person(s) as referred at clause b.
(iii) in case sponsor is an individual:
a. an immediate relative of such individual (i.e., any spouse of that person, or
any parent, brother, sister or child of the person or of the spouse); and
b. entities or person(s) which are controlled by such individual;]
45
[(ztb) “strategic investor” means, -
a. an infrastructure finance company registered with the Reserve Bank of India
as a Non-Banking Financial Company;
b. a Scheduled Commercial Bank;
c. a multilateral 46[and/or] bilateral development financial institution;
d. a systemically important Non-Banking Financial Company registered with
the Reserve Bank of India;
e. a foreign portfolio investor,
47
[f. an insurance company registered with the Insurance Regulatory and
Development Authority of India;
g. a mutual fund.]
who invest, either jointly or severally, not less than five per cent. of the total offer size of
the REIT or such amount as may be specified by the Board from time to time, subject to the
compliance with the applicable provisions, if any, of the Foreign Exchange Management
Act, 1999 and the rules or regulations or guidelines made thereunder;]
(zu) "transferable development rights" or "TDR" shall mean development rights issued by
the competent authority under relevant laws in lieu of the area relinquished or
surrendered by the owner or developer or by way of declared incentives by the
government or authority;
44
45
46
Substituted for the word “and” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
(Amendment) Regulations, 2018, w.e.f. 10.04.2018.
47
16.06.2020.
12
(zv) “trustee” means a person who holds the REIT assets in trust for the benefit of the unit
holders, in accordance with these regulations;
(zw) “under-construction property” means a property of which construction is not complete
and occupancy certificate has not been received;
(zx) “unit” means beneficial interest of the REIT;
(zy) “unit holder” means any person who owns units of the REIT;
48
[“(zz) “valuer” means any person who is a “registered valuer” under section 247 of the
Companies Act, 2013 or as specified by the Board from time to time.]
(zza) 49[***]
48
Substituted by the SEBI (Real Estate (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f.
15.12.2017. Prior to the substitution, the definition of the term “valuer” read as follows:
“(zz) “valuer” means any person who is a "registered valuer" under section 247 of the Companies Act, 2013
48
[or as defined hereunder] and who has48[/have] been appointed by the manager to undertake 48[both
financial and technical] valuation of the REIT assets:
48
[“(a) a valuer in respect of financial valuation, means,-
(i) a chartered accountant, company secretary or cost accountant who is in whole-time practice,
or retired member of Indian Corporate Law Service or any person holding equivalent
Indian or foreign qualification as the Ministry of Corporate Affairs may recognize by an
order:
Provided that such foreign qualification is acquired by Indian citizen.
(ii) a Merchant Banker registered with the Securities and Exchange Board of India, and who
has in his employment person(s) having qualifications prescribed under (i) above to carry
out valuation by such qualified persons;
(b) a valuer in respect of technical asset valuation, means members of the following institutions for
specific asset categories,-
(i) Institution of Valuers;
(ii) Institution of Surveyors (Valuation Branch);
(iii) Institution of Government Approved Valuers;
(iv) Practicing Valuers Association of India;
(v) Centre for Valuation Studies, Research and Training;
(vi) Royal Institution of Chartered Surveyors, UK;
(vii) American Society of Appraisers, United States;
(viii) Appraisal Institute, United States;
(ix) Institute of Engineers;
(x) Council of Architecture or the Indian Institute of Architects:
Provided that, the persons referred to in sub-sub-clause (i) and qualified person referred
to in sub-sub-clause (ii) of sub-clause (a) above, shall have not less than five years
continuous experience after acquiring membership of respective institutions:
Provided further that, the persons referred to in sub-sub-clauses (i) to (x) of sub-clause
(b) above, shall have a minimum working experience of five years in relevant areas of
valuation practice and in relation to relevant asset value and categories; and be citizens
of India;”
49
to its omission, clause (zza) read as under :
“"value of the REIT" means value of the REIT as certified by the auditor based on the value of REIT assets held
directly or through the SPV excluding any debt or liabilities thereof;”
13
(zzb) "value of the REIT assets" means aggregate value of all the assets under the REIT as
assessed by the valuer.
(2) The words and expressions used and not defined in these regulations, but defined in the
Act, the Securities Contracts (Regulation) Act, 1956, (42 of 1956), the Companies Act, 2013
(18 of 2013), or any rules or regulations made thereunder, shall have the same meanings
respectively assigned to them in those Acts, rules or regulations, or any statutory modification
or re-enactment thereto, as the case may be.
CHAPTER II
REGISTRATION OF REAL ESTATE INVESTMENT TRUSTS
Registration of real estate investment trusts.
3. (1) No person shall act as a REIT unless it is registered with the Board under these
regulations.
(2) An application for grant of certificate of registration as REIT shall be made, by the sponsor
50
[on behalf of the trust] in Form A as specified in the Schedule I to these regulations and shall
be accompanied by a non-refundable application fee of such amount and shall be payable in
the manner as specified in Schedule II to these regulations.
(3) The Board may, in order to protect the interests of investors, appoint any person to take
51
charge of records, documents of the [REIT] and for this purpose, also determine the terms
and conditions of such an appointment.
(4) The Board shall take into account requirements as specified in these regulations for the
purpose of considering grant of registration.
Eligibility criteria.
52
4. (1) For the purpose of the grant of certificate to [the trust], the Board shall consider all
matters relevant to the activities as a REIT.
(2) Without prejudice to the generality of the foregoing provision, the Board shall consider the
following, namely, -
50
51
Substituted for “applicant” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
52
Substituted ibid for “an applicant”.
14
(a) the applicant is 53[the sponsor on behalf of] trust and the instrument of trust is in the
form of a deed duly registered in India under the provisions of the Registration Act,
1908;
(b) the trust deed has its main objective as undertaking activity of REIT in accordance with
these regulations and includes responsibilities of the Trustee in accordance with
regulation 9;
(c) persons have been designated as sponsor(s), manager and trustee under these
regulations and all such persons are separate entities;
(d) with regard to sponsor(s),-
54
(i) [each sponsor shall hold or propose] to hold not less than five per cent. of the
number of units of the REIT on post-initial offer basis;
55
[(ia) each sponsor and sponsor group shall be clearly identified in the
application of registration to the Board and in the offer document/placement
memorandum, as applicable:
Provided that, for each sponsor group not less than one person shall be
identified as a sponsor;]
56
[Provided further that, of the entities categorized as sponsor group, only the
following entities may be considered:
a) a person or entity who is directly or indirectly holding an interest

or shareholding in any of the assets or SPVs or holdcos proposed
to be transferred to the REIT.
b) a person or entity who is directly or indirectly holding units of
the REIT on post-issue basis.
c) a person or entity whose experience is being utilized by the
sponsor for meeting with the eligibility conditions required
under sub-clause (iii) of clause (d) of sub-regulation (2) of
regulation 4 of these regulations.]
53
Substituted for “a” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
54
Substituted for “there are not more than three sponsors each holding or proposing” by the SEBI (Real Estate
Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
55
56
Regulations, 2018, w.e.f. 10.04.2018.
15
(ii) the sponsor(s), on a collective basis, have a net worth of not less than one
hundred crore rupees:
Provided that each sponsor has a net worth of not less than twenty crore rupees;
and
(iii) the sponsor or its associate(s) has not less than five years experience in
development of real estate or fund management in the real estate industry:
Provided that where the sponsor is a developer, at least two projects of the
sponsor have been completed;
(e) with regard to the manager,-
(i) the manager has a net worth of not less than ten crore rupees if the manager is
a body corporate or a company or net tangible assets of value not less than ten
crore rupees in case the manager is a LLP;
(ii) the manager or its associate has not less than five years experience in fund
management or advisory services or property management in the real estate
industry or in development of real estate;
(iii)the manager has not less than two key personnel who each have not less than
five years experience in fund management or advisory services or property
management in the real estate industry or in development of real estate;
(iv) the manager has not less than half, of its directors in the case of a company or
of members of the governing Board in case of an LLP, as independent and not
57
directors or members of the governing Board [of the manager] of another
REIT; and
(v) the manager has entered into an investment management agreement with the
trustee which provides for the responsibilities of the manager in accordance
with regulation 10;
(f) with regard to the trustee,-
(i) the trustee is registered with the Board under SEBI(Debenture Trustees)
Regulations, 1993 and is not an associate of the sponsor(s) or manager; and
(ii) the trustee has such wherewithal with respect to infrastructure, personnel, etc.
to the satisfaction of the Board and in accordance with circulars or guidelines
as may be specified by the Board;
57
Regulations, 2018, w.e.f. 10.04.2018.
16
(g) no unit holder of the REIT enjoys 58[superior] voting or any other rights over another
unit holder 59[and there are no multiple classes of units of REIT:]
60
[Notwithstanding the above, subordinate units may be issued only to the sponsors
and its associates, where such subordinate units shall carry only inferior voting or any
other rights compared to other units61[:]]
62
[Provided that unitholders holding not less than ten percent of the total outstanding
units of the REIT, either individually or collectively, shall be entitled to nominate one
director on the board of directors of the Manager, in the manner as may be specified
by the Board:
Provided further that the director so nominated shall recuse from voting on any
transaction in which such nominee director or associate of such nominee director or
the unitholder who nominated such nominee director or the associate of such
unitholder is a party:
Provided further that any unitholder holding not less than ten percent of the total
outstanding units of the REIT shall comply with the stewardship code specified in
Schedule IX of these regulations.]
63
(h) [***]
(i) the applicant has clearly described at the time of application for registration, details
pertaining to proposed activities of the REIT;
(j) the 64[REIT] and parties to the REIT are fit and proper persons based on the criteria as
specified in Schedule II of the Securities and Exchange Board of India (Intermediaries)
Regulations, 2008;
58
Substituted for “preferential” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
59
Substituted for “;” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
60
61
Substituted for the symbol “;” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
(Second Amendment) Regulations, 2023, w.e.f 17.08.2023.
62
Regulations, 2023, w.e.f 17.08.2023.
63
to its omission, clause (h) read as under :
“there are no multiple classes of units of REIT;”
64
17
(k) whether any previous application for grant of certificate by the 65[REIT or the parties
to the REIT or their directors/members of governing board] has been rejected by the
Board;
(l) whether any disciplinary action has been taken by the Board or any other regulatory
authority against the 66[REIT or the parties to the REIT or their directors/members of
governing board] under any Act or the regulations or circulars or guidelines made
thereunder.
Furnishing of further information, clarification and personal representation.

5. (1) The Board may require the applicant to furnish any such information or clarification as
may be required by it for the purpose of processing of the application.
(2) The Board, if it so desires, may require the applicant or any authorized representative to
appear before the Board for personal representation in connection with the grant of certificate.
Procedure for grant of certificate.

67
6. (1) The Board on being satisfied that the [trust] fulfils, the requirements specified in
regulation 4 shall send intimation to the [trust] and on receipt of the payment of registration
fees as specified in Schedule II, grant certificate of registration in Form B under Schedule I.
(2) The registration may be granted with such conditions as may be deemed appropriate by the
Board.
Conditions of certificate.
7. The certificate granted under regulation 6 shall, inter-alia, be subject to the following
conditions, namely,-
(a) the REIT shall abide by the provisions of the Act and these regulations;
(b) the REIT shall forthwith inform the Board in writing, if any information or particulars
previously submitted to the Board are found to be false or misleading in any material
particular or if there is any material change in the information already submitted;
65
Substituted for the words “applicant or any related party” by the SEBI (Real Estate Investment Trusts)
66
Substituted ibid.
67
18
(c) the REIT and parties to the REIT shall satisfy with the conditions specified in regulation
4 at all times;
(d) the REIT and parties to the REIT shall comply, at all times, with the Code of conduct
as specified in the Schedule VI, wherever applicable.
68[ ***]
Procedure where registration is refused.

8. (1) After considering an application made under regulation 3, if the Board is of the opinion
that a certificate should not be granted to the 69[trust], it may reject the application after giving
the applicant a reasonable opportunity of being heard.
(2) The decision of the Board to reject the application shall be communicated to the applicant
within thirty days of such decision.
CHAPTER III
RIGHTS AND RESPONSIBILITIES OF PARTIES TO THE REIT, VALUER AND
AUDITOR
Rights and responsibilities of trustee.
9. (1) The trustee shall hold the REIT assets in trust for the benefit of the unit holders in
accordance with the trust deed and these regulations.
(2) The Trustee shall enter into an investment management agreement with the manager on
behalf of the REIT.
68
Regulation 7A omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second
Amendment) Regulations, 2023, w.e.f 17.08.2023. Before the omission, the regulation read as under:
“De-classification of the status of sponsor

7A (1) De-classification of the status of a sponsor(s) of a REIT whose units have been listed on the stock
exchanges for a period of three years shall be permitted upon receipt of an application from the REIT
and subject to compliance with the following conditions:
(a) the unit holding of such sponsor and its associates taken together does not exceed 10% of the
outstanding units of the REIT;
(b) the manager of the REIT is not an entity controlled by such sponsor or its associates;
(c) the sponsor or its associates are not fugitive economic offender;
(d) approval of unit holders has been obtained in accordance with sub-regulation 5 of Regulation 22.”
69
19
(3) The trustee shall oversee activities of the manager in the interest of the unit holders, ensure
that the manager complies with regulation 10 and shall obtain compliance certificate from the
manager in the form as may be specified on a quarterly basis.
(4) The trustee shall ensure that the manager complies with the reporting and disclosures
requirements in these regulations and in case of any delay or discrepancy, require the manager
to rectify the same on an urgent basis.
(5) The trustee shall review the transactions carried out between the manager and its associates
and where the manager has advised that there may be a conflict of interest, shall obtain
70
confirmation from a practising chartered accountant [or a valuer, as applicable,] that such
transaction is on arm's length basis.
(6) The trustee shall periodically review the status of unit holders' complaints and their
redressal undertaken by the manager.
(7) The trustee shall make distributions in accordance with sub-regulation (16) of regulation
18 and ensure that the manager makes timely declaration of distributions to the unit holders.
(8) The trustee may require the manager to set up such systems and submit such reports to the
trustees, as may be necessary for effective monitoring of the performance and functioning of
the REIT.
(9) The trustee shall ensure that subscription amount is kept in a separate bank account in name
of the REIT and is only utilized for adjustment against allotment of units or refund of money
to the applicants till the time such units are listed.
(10) The trustee shall ensure that the remuneration of the valuer is not linked to or based on the
value of the asset being valued.
(11) The trustee shall ensure that the manager convenes meetings of the unit holders in
accordance with these regulations and oversee the voting by unitholders and declare outcome
of the voting.
(12) The trustee may take up with the Board or with the designated stock exchange, any matter
which has been approved in an annual meeting or special meeting, if the matter requires such
action.
(13) In case of any change in manager due to removal or otherwise,-
(a) prior to such change, the trustee shall obtain approval from unit holders in
accordance with regulation 22 and approval from the Board;
70
20
(b) the trustee shall appoint the new manager within three months from the date of
termination of the earlier investment management agreement;
(c) the previous manager shall continue to act as such at the discretion of trustee till
such time as new manager is appointed;
(d) the trustee shall ensure that the new manager shall stand substituted as a party in
all the documents to which the earlier manager was a party;
(e) the trustee shall ensure that the earlier manager continues to be liable for all its acts
of omissions and commissions notwithstanding such termination.
(14) The trustee shall obtain prior approval from the unit holders in accordance with regulation
22 and from the Board in case of change in control of the manager.
(15) The trustee 71[of the REIT” shall be substituted] shall not invest in units of the REIT in
which it is designated as the trustee.
(16) The trustee shall ensure that the activity of the REIT is being operated in accordance with
the provisions of the trust deed, these regulations, the offer document and if any discrepancy is
noticed, shall inform the same to the Board immediately in writing.
(17) The trustee shall provide to the Board and to the designated stock exchange such
information as may be sought by the Board or by the designated stock exchange pertaining to
the activity of the REIT.
(18) The trustee shall immediately inform to the Board in case any act which is detrimental to
the interest of the unit holders is noted.
Rights and responsibilities of manager.

10. (1) The manager shall make the investment decisions with respect to the underlying assets
of the REIT including any further investment or divestment of the assets.
(2) The manager shall ensure that the real estate assets of the REIT or 72[holdco and/or] SPV
have proper legal and marketable titles and that all the material contracts including rental or
73
lease agreements entered into on behalf of REITs or [holdco and/or] SPV are legal, valid,
binding and enforceable by and on behalf of the REIT or 74[holdco and/or] SPV.
71
Substituted for “and its associates” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations,
2016, w.e.f. 30.11.2016
72
73
74
21
(3) The manager shall ensure that the investments made by the REIT are in accordance with
the investment conditions specified in regulation 18 and in accordance with the investment
strategy of the REIT.
(4) The manager shall undertake management of the REIT assets including lease management,
maintenance of the assets, regular structural audits, regular safety audits, etc. either directly or
through the appointment and supervision of appropriate agents.
(5) The manager, in consultation with trustee, shall appoint the valuer(s), auditor, registrar and
transfer agent, merchant banker, custodian and any other intermediary or service provider or
agent for managing the assets of the REIT or for offer and listing of its units or any other
activity pertaining to the REIT in a timely manner and in accordance with these regulations.
75
[(6) Subject to the provisions of this chapter, the manager of the REIT shall appoint an
individual or a firm as the auditor, who shall hold office from the date of conclusion of the
annual meeting in which the auditor has been appointed till the date of conclusion of the sixth
annual meeting of the unitholders in accordance with the procedure for selection of auditors,
as may be specified by the Board.]
76
[(6A) The manager of the REIT shall not appoint or re-appoint—
(a) an individual as the auditor for more than one term of five consecutive years; and
(b) an audit firm as the auditor for more than two terms of five consecutive years:
Provided that—
(i) the individual auditor who has completed the term under clause (a) shall not be eligible
for re-appointment as the auditor in the same REIT for a period of five years from the
date of completion of the term;
(ii) the audit firm that has completed its term under clause (b), shall not be eligible for
reappointment as the auditor in the same REIT for a period of five years from the date
of completion of its term.]
75
Regulations, 2023 w.e.f. 14.02.2023. Prior to substitution it read as follows:
“(6) The manager shall appoint an auditor for a period of not more than five consecutive years:
Provided that the auditor, not being an individual, may be reappointed for a period of another five consecutive
years, subject to approval of unit-holders in the annual meeting.”
76
Regulations, 2023 w.e.f. 14.02.2023.
22
(7) The manager shall arrange for adequate insurance coverage for the real estate assets of the
REIT:
77
Provided that in case of assets held by [holdco and/or] SPV, the manager shall ensure that
real estate assets are adequately insured.
(8) If the REIT invests in under-construction properties as per these regulations, the manager-
(a) may undertake the development of the properties, either directly or through the
SPV, or appoint any other person for development of such properties; and
(b) shall oversee the progress of development, approval status and other aspects of the
properties upto its completion.
(9) The manager shall ensure that it has adequate infrastructure and sufficient key personnel
with adequate experience and qualification to undertake management of the REIT at all times.
(10) The manager 78[and the merchant banker(s) shall] shall be responsible for,-
79
(a) filing [***] offer document with the Board and the designated stock exchange
within the specified time period;
(b) obtaining in-principle approval 80[and final listing and trading approvals] from the
designated stock exchange;
(c) dealing with all matters relating to issue and listing of the units of the REIT as
specified in Chapter IV.
81
(11) The manager [and the merchant banker(s),] shall ensure that disclosures made in the
offer document or any other document as may be specified by the Board contain material, true,
correct and adequate disclosures and are in accordance with these regulations and guidelines
or circulars issued thereunder.
(12) The manager shall declare distributions to the unit holders in accordance with the sub-
regulation (16) of regulation 18.
(13) The manager shall ensure adequate and timely redressal of all unit holders' grievances
pertaining to activities of the REIT.
(14) The manager shall ensure that the disclosures to the unit holders, Board, trustees and
designated stock exchange are adequate, timely and in accordance with these regulations and
guidelines or circulars issued thereunder.
77
78
79
Omitted “the draft and final”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016.
80
81
23
(15) The manager shall provide to the Board and to the designated stock exchanges any such
information as may be sought by the Board or the designated stock exchange pertaining to the
activities of the REIT.
(16) The manager shall ensure that adequate controls are in place to ensure segregation of its
activity as manager of the REIT from its other activities.
(17) The manager or its associates shall not obtain any commission or rebate or any other
remuneration, by whatever name called, arising out of transactions pertaining to the REIT other
than as specified in the offer document or any other document as may be specified by the Board
for the purpose of issue of units.
(18) The manager shall submit to the trustee,-
(a) quarterly reports on the activities of the REIT including receipts for all funds
received by it and for all payments made, position on compliance with these
regulations, specifically including compliance with regulations 18,19 and 20,
performance report, status of development of under-construction properties, within
thirty days of end of such quarter;
(b) valuation reports as required under these regulations within fifteen days of the
receipt of the valuation report from the valuer;
(c) decision to acquire or sell or develop any property or expand existing completed
properties along with rationale for the same;
(d) details of any action which requires approval from the unit holders as required
under the regulations;
(e) details of any other material fact including change of its directors, any legal
proceedings that may have a significant bearing on the activity of the REIT within
seven working days of such action.
(19) In case the manager fails to timely submit to the trustee information or reports as specified
under sub-regulation (18) of this regulation or sub-regulation (8) of regulation 9, the trustee
shall intimate the same to the Board and the Board may take action, as it deems fit.
(20) The manager shall coordinate with trustee, as may be necessary, with respect to operations
of the REIT.
(21) The manager shall ensure that the valuation of the REIT assets is done by the valuer(s) in
accordance with regulation 21.
24
(22) The manager shall ensure that computation of NAV of the REIT is based on the valuation
done by the valuer and is declared no later than fifteen days from the date of valuation 82[ to
the stock exchange(s)] and such computation shall be done and declared not less than once
every six months.
(23) The manager shall ensure that the audit of accounts of the REIT by the auditor is done not
83
less than [ once in a year] and such report is submitted to the designated stock exchange
within 84[sixty] days of end of such financial year ending March 31st 85[***].
(24) The manager may appoint a custodian in order to provide such custodial services as may
be authorised by the trustees and oversee activities of such custodian.
(25) The manager shall place, before its board of directors in the case of a company or the
governing board in case of an LLP, a report on activity and performance of the REIT every
three months.
(26) The manager shall designate an employee or director as the compliance officer for
monitoring of compliance with these regulations and circulars issued thereunder and intimating
the Board in case of any violation.
(27) The manager shall convene meetings of the unit holders in accordance with regulation 22
and maintain records pertaining to the meetings in accordance with regulation 26.
(28) The manager shall ensure the compliance with laws, as may be applicable, of the State or
the local body with respect to the activity of the REIT including local building laws.
(29) The manager shall ensure that all activities of management of assets of the REIT and
activities of the intermediaries or agents or service providers appointed by the manager are in
accordance with these regulations and circulars issued thereunder.
Rights and responsibilities of sponsor(s)86[and sponsor group(s)].
82
83
Substituted for “twice annually”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
84
Substituted for “forty five” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
85
Omitted “and half-year ending on September 30th”by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016.
86
25
11. (1) The sponsor(s) 87[and sponsor group(s)] shall set up the REIT and appoint the trustee
of the REIT.
(2) The sponsor(s) 88[and sponsor group(s)] shall transfer or undertake to transfer, subject to a
89 90
binding agreement and adequate disclosures in the initial offer [document], [their] entire
shareholding or interest 91[and rights] in the 92[holdco and/or] SPV or entire ownership of the
real estate assets to the REIT prior to allotment of units of the REIT to the applicants:
Provided that this shall not apply to the extent of any mandatory holding of shares or interest
93 94 95
[and rights] in the [holdco and/or] SPV by the sponsor(s) [and sponsor group(s)] as
required 96[under] any Act or regulations or circulars or guidelines of government or regulatory
authority as specified from time to time.
(3) 97[The sponsor(s) and sponsor group(s) shall collectively hold not less than –
(i) fifteen percent of the total units of the REIT, for three years from the date of listing
of units in the initial offer:
Provided that any holding by the sponsor(s) and sponsor group(s) exceeding fifteen
percent shall be held for a period of not less than one year from the date of listing of
units issued in the initial offer;
(ii) five percent of the total units of the REIT, from the beginning of fourth year and till the
end of fifth year from the date of listing of the units issued in the initial offer;
87
88
89
Word ‘focument’ corrected to read as ‘document’ by the Securities and Exchange Board of India (Real Estate
Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
90
Substituted for “its” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
91
Regulations, 2018, w.e.f. 10.04.2018.
92
93
Regulations, 2018, w.e.f. 10.04.2018.
94
95
Regulations, 2018, w.e.f. 10.04.2018.
96
Inserted ibid.
97
Sub-regulation 3 substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts)
(Second Amendment) Regulations, 2023, w.e.f 17.08.2023. Before the substitution, the provisions read as under:
“(3) The sponsor(s) and sponsor group(s) shall collectively hold a minimum of fifteen percent of the total
units of the REIT for a period of at least three years from the date of listing of such units pursuant to
initial offer on a post-issue basis:
Provided that any holding of the sponsor(s) and sponsor group(s) exceeding the minimum holding, shall
be held for a period of atleast one year from the date of listing of such units.”
26
(iii) three percent of the total units of the REIT, from the beginning of sixth year and till the
end of tenth year from the date of listing of the units issued in the initial offer;
(iv) two percent of the total units of the REIT, from the beginning of eleventh year and till
the end of twentieth year from the date of listing of the units issued in the initial offer;
(v) one percent of the total units of the REIT, after completion of the twentieth year from
the date of listing of units issued in the initial offer:
Provided that the maximum value of the units to be held by the sponsor(s) and sponsor
group(s) for compliance with clauses (ii) to (v) of this sub-regulation shall not exceed
five hundred crore rupees or such other value as may be decided by the Board from
time to time and such valuation shall be based on the latest available net asset value of
the REIT:
Provided further that an assessment of compliance of requirements under clauses (ii)
to (v) of this sub-regulation shall be done at the time of each fresh issuance of units and
at the beginning of change in threshold of the percentage for minimum unitholding
requirement as specified in this sub-regulation:
Provided further that for REITs that have already issued units pursuant to an initial offer as on
the date of coming into effect of the Securities and Exchange Board of India Securities and
Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations,
2023, the provisions contained in clauses (i) to (v) of this sub-regulation shall be applicable
only for the additional units issued by the REIT after such date and the units that are locked in
at the time of initial offer shall continue to be locked in till the completion of three years from
the date of listing of units in such initial offer.]
98
[(3A) The units required to be held in terms of sub-regulation (3) shall be locked in and shall
not be encumbered:
Notwithstanding the above, any encumbrance created on units held to comply with the
minimum unit holding requirement applicable before the date of coming into effect of the
Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment)
Regulations, 2023, may continue if the encumbrance exist on such date.]
98
Regulations, 2023, w.e.f 17.08.2023.
27
99 100
(4) [***] [Notwithstanding anything contained in any contract or agreement, the
sponsor(s) and the sponsor group(s) shall continue to be liable to the REIT, trustees and unit
holders for all acts of commission or omission, representation or covenants related to the
formation of the REIT and the sale or transfer of assets or holdco or SPV to the REIT.]
(5) 101[***]
Rights and responsibilities of the valuer.

12. The valuer(s) shall comply with the following conditions at all times-
(a) The valuer(s) shall ensure that the valuation of the REIT assets is impartial, true and
fair and is in accordance with regulation 21;
(b) The valuer(s) shall ensure adequate and robust internal controls to ensure the
integrity of its valuation reports;
(c) The valuer(s) shall ensure that it has sufficient key personnel with adequate
experience and qualification to perform property valuations at all times;
(d) The valuer(s) shall ensure that it has sufficient financial resources to enable it to
conduct its business effectively and meet its liabilities;
(e) The valuer(s) and any of its employees involved in valuing of the assets of the REIT,
shall not,-
(i) invest in units of the REIT or in the assets being valued; and
(ii) sell the assets or units of REITs held prior to being appointed as the valuer,
99
16.06.2020. Prior to its omission, the sub-regulation read as under :
“(4) If the sponsor(s) [and sponsor group(s)] propose(s) to sell its units below the limit specified in clauses (b) or
(c) of sub-regulation (3) of this regulation-
(a) such units shall be sold only after a period of three years from the date of listing of the units;
(b) prior to sale of such units, the sponsor(s) [ and sponsor group(s)] shall arrange for another person(s) or
entity(ies) to act as the re-designated sponsor(s) where the re-designated sponsor shall satisfy the eligibility norms
for the sponsor as specified under [regulation 4]:
Provided that such units may also be sold to an existing sponsor;
(c) The [***]proposed redesignated sponsor shall obtain approval from the unit holders or provide option to exit
to the unit holders in accordance with guidelines as may be specified:
Provided that this clause shall not apply where the units are proposed to be sold to an existing sponsor [or member
of sponsor group].”
100
Regulations, 2022 w.e.f. 09.11.2022.
101
16.06.2020. Prior to its omission, the sub-regulation read as under :
“(5) If re-designated sponsor(s) propose(s) to sell its units to any another person, conditions specified under
clauses (b), and (c) of sub-regulation (4) shall be complied with.”
28
till the time such person is designated as valuer of such REIT and not less than six
months after ceasing to be valuer of the REIT;
(f) The valuer(s) shall conduct the valuation of the REIT assets with transparency and
fairness and shall render, at all times, high standards of service, exercise due
diligence, ensure proper care and exercise independent professional judgment;
(g) The valuer(s) shall act with independence, objectivity and impartiality in
performing the valuation;
(h) The valuer(s) shall discharge its duties towards the REIT in an efficient and
competent manner, utilizing his knowledge, skills and experience in best possible
way to complete given assignment;
(i) The valuer(s) shall not accept remuneration, in any form, for performing a valuation
of the REIT assets from any person other than the REIT or its authorized
representative;
102
(j) The valuer(s) shall before accepting any assignment, [from any related party to
the REIT, shall] disclose to the REIT any direct or indirect consideration which the
valuer may have in respect of such assignment;
(k) The valuer shall disclose to the trustee, any pending business transactions, contracts
under negotiation and other arrangements with the manager or any other party
whom the REIT is contracting with and any other factors that may interfere with
the valuer’s ability to give an independent and professional valuation of the
property;
(l) The valuer(s) shall not make false, misleading or exaggerated claims in order to
secure assignments;
(m) The valuer(s) shall not provide misleading valuation, either by providing incorrect
information or by withholding relevant information;
(n) The valuer(s) shall not accept an assignment that includes reporting of the outcome
based on predetermined opinions and conclusions required by the REIT;
(o) The valuer(s) shall, prior to performing a valuation, acquaint itself with all laws or
regulations relevant to such valuation.
Rights and responsibilities of the auditor.
102
29
13. (1) The auditor shall conduct audit of the accounts of the REIT and prepare the audit report
based on the accounts examined by him and after taking into account the relevant accounting
and auditing standards, as may be specified by the Board.
(2) The auditor shall, to the best of his information and knowledge, ensure that the accounts
and financial statements, including profit or loss and cash flow for the period and such other
matters as may be specified, give a true and fair view of the state of the affairs.
(3) The auditor shall have a right of access at all times to the books of accounts and vouchers
pertaining to activities of the REIT.
(4) The auditor shall have a right to require such information and explanation pertaining to
activities of the REIT as he may consider necessary for the performance of his duties as auditor
from the employees of REIT or parties to the REIT or 103[holdco or] SPV or any other person
in possession of such information.
104
[(5) The auditor shall undertake a limited review of the audit of all the entities or companies
whose accounts are to be consolidated with the accounts of the REIT as per the applicable
Indian Accounting Standards (Ind AS) and any addendum thereto as defined in Rule 2 (1) (a)
of the Companies (Indian Accounting Standards) Rules, 2015, in such manner as may be
specified by the Board.]
CHAPTER IV
ISSUE AND LISTING OF UNITS
Issue and allotment of units.
14. (1) A REIT shall make an initial offer of its units by way of public issue only.
(2) No initial offer of units by the REIT shall be made unless,-

(a) the REIT is registered with the Board under these regulations;
(b) the value of 105[the REIT assets] is not less than five hundred crore rupees;
Explanation.- Such value shall mean the value of the specific portion of the holding
of REIT in the underlying assets or 106[] SPVs;
103
104
Regulations, 2023 w.e.f. 14.02.2023.
105
Substituted for “all the assets owned by REIT” by the Securities and Exchange Board of India (Real Estate
106
30
107
[(ba) the minimum number of unit holders other than sponsor(s), its related
parties and its associates forming part of public shall be not less than two hundred;]
108
[(bb) maximum subscription from any investor other than sponsor(s), its related
parties and its associates shall not be more than 25 percent of the total unit
capital;]
109
(c) [***]
(d) the offer size is not less than two hundred and fifty crore rupees:
Provided that the requirement of ownership of assets under clause (b) and size of REIT
110
under clause (d) may be complied [at any point of time before allotment of units in
accordance with offer document/placement memorandum] subject to a binding agreement
with the relevant party(ies) that 111[such] requirements shall be fulfilled prior to 112[such]
allotment of units113[and], a declaration to the Board and 114
[to] the designated stock
115
exchanges to that effect and adequate disclosures in this regard in the [***] offer
document.
116
[(2A) For an REIT raising funds through an initial offer, the units proposed to be offered to
the public through such initial offer
(a) shall be not less than twenty five per cent. of the total of the outstanding units
of the REIT and the units being offered by way of the offer document, if the post
issue capital of the REIT calculated at offer price is less than rupees one thousand
six hundred crore:
107
108
16.06.2020.
109
Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
Prior to its omission, sub- clause (c) read as under :
“the units proposed to be offered to the public is not less than twenty five per cent. of the total of the outstanding
units of the REIT and the units being offered by way of the offer document:
Provided that for initial offer of value greater than five hundred crore rupees, if prior to the initial offer units of
the REIT are held by the public, the units proposed to be offered to the public shall be calculated after reducing
such existing units for satisfying the aforesaid percentage requirement;”
110
Substituted for “with after initial offer” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
111
Substituted for “the” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
112
113
114
115
Omitted “initial” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
116
31
Provided that the requirement at sub-clause (a) shall be complied along with the
requirement under Regulation 14 (2)(d) of the REIT Regulations.
(b) shall be of the value of at least Rs 400 crore, if the post issue capital of the REIT
calculated at offer price is equal to or more than rupees one thousand six hundred
crore and less than rupees four thousand crore;
(c) shall be not less than ten per cent. of the total of the outstanding units of the
REIT and the units being offered by way of the offer document, if the post issue
capital of the REIT calculated at offer price is equal to or more than rupees four
thousand crore:
Provided that any units offered to sponsor or the manager or their related parties or their
associates shall not be counted towards units offered to the public:
Provided further that any listed REIT which has public holding below twenty five per cent
on account of sub-clauses (ii) and (iii) above, such REIT shall increase its public holding
to at least twenty five per cent, within a period of three years from the date of listing
pursuant to initial offer.]
(3) Any subsequent issue of units by the REIT may be by way of follow-on offer, preferential
allotment, qualified institutional placement, rights issue, bonus issue, offer for sale or any other
mechanism and in the manner as may be specified by the Board.
(4) REIT, through the 117[merchant banker], shall file a draft offer document 118[along with the
fee as specified in Schedule II,] with the designated stock exchange(s) and the Board, not less
than 119[thirty] working days before filing the 120[***] offer document with the designated stock
exchange 121[and the Board].
(5) The draft offer document filed with the Board shall be made public, for comments, if any,
122
[***] by hosting it on the websites of the Board, designated stock exchanges and merchant
bankers associated with the issue 123[, for a period of not less than twenty one days].
117
Substituted for “manager” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
118
119
Substituted for “twenty one” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
120
Omitted “final” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
121
122
Omitted “to be submitted to the Board, within a period of at least ten days,” by the SEBI (Real Estate Investment
Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
123
32
124
(6) The [draft offer document and/ or offer document] shall be accompanied by a due
diligence certificate signed by the 125[***] lead merchant banker.
(7) The Board may communicate its comments to the lead merchant banker and, in the interest
of investors, may require the lead merchant banker to carry out such modifications in the draft
offer document as it deems fit.
(8) The lead merchant banker shall ensure that all comments received from the Board on the
draft offer document are suitably taken into account prior to the filing of the offer document
with the designated stock exchanges.
126 127 128
(9) In case no [observations] are [issued] by the Board [on] the draft offer document
within twenty one working days from the date of receipt of satisfactory reply from the lead
merchant bankers or manager, the REIT may 129[file] the 130[***] offer document or follow-on
offer document 131[with the Board and the exchange(s)]:
132
[***]
133
(10) The [***] offer document shall be filed with the designated stock exchanges and the
Board not less than five working days before opening of the offer 134[***].
124
Substituted for “draft and final offer document” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
125
Omitted “Manager and” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
126
Substituted for “modifications” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
127
Substituted for “suggested” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
128
Substituted for “in” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
129
Substituted for “issue” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
130
30.11.2016
131
Substituted for “to the public” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
132
Omitted “Provided that prior to issue of such final offer document, it shall be filed with the designated stock
exchanges and with the Board.” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
133
30.11.2016
134
Omitted “and such filing with the Board shall be accompanied by filing fees as specified under Schedule II”
by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
33
(11) The initial offer or follow-on offer 135[or rights issue] shall be made by the REIT within a
period of not more than 136[one year] from the date of 137[***] issuance of observations by the
Board 138[***]:
139
Provided that if the initial offer or follow-on offer [or rights issue] is not made within the
specified time period, a fresh 140[draft] offer document shall be filed.
141
[Provided further that the REIT shall not be required to file draft offer document with the
Board in case of a fast track rights issue, subject to the fulfillment of the conditions as specified
by the Board from time to time.]
(12) The REIT may invite for subscriptions and allot units to any person, whether resident or
foreign:
Provided that in case of foreign investors, such investment shall be subject to guidelines as may
be specified by Reserve Bank of India and the government from time to time.
(13) The application for subscription shall be accompanied by a statement containing the
abridged version of the offer document, detailing the risk factors and summary of the terms of
issue.
(14) The minimum subscription 142[amount] from any investor in initial 143[ and follow-on offer
shall fall in the range of ten thousand rupees to fifteen thousand rupees].
(15) Initial offer and follow-on offer shall not be open for subscription for a period of more
than thirty days.
(16) In case of over-subscriptions, the REIT shall allot units to the applicants on a proportionate
basis rounded off to the nearest integer subject to minimum subscription amount per subscriber
as specified in sub-regulation (14).
135
136
Substituted for “six months” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
137
Omitted “last” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
138
Omitted “, if any or if no observations have been issued by the Board, within a period of not more than six
months from the date of filing of offer document with the designated stock exchanges” by the SEBI (Real Estate
Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
139
140
141
142
Regulations, 2021, w.e.f. 30.07.2021.
143
Substituted for “and/or public offer shall be rupees fifty thousand” by the Securities and Exchange Board of
India (Real Estate Investment Trusts) (Amendment) Regulations, 2021, w.e.f. 30.07.2021. Sub-regulation (14)
was earlier substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts)
(Amendment) Regulations, 2019, w.e.f. 22.4.2019. Prior to the substitution, sub-regulation (14) read as follows:
“(14) Under both the initial offer and follow-on public offer, the REIT shall not accept subscription of an amount
less than two lakh rupees from an applicant.”
34
(17) The REIT shall allot units or refund application money, as the case may be, within twelve
working days from the date of closing of the issue.
(18) The REIT shall issue units only in dematerialized form to all the applicants.
(19) The price of REIT units 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.
(20) The REIT shall refund money, -
(a) to all applicants in case it fails to collect subscription amount of exceeding
144 145 146
[ninety] per cent. of the [fresh] issue size as specified in the [***] offer
document 147[***];
(b) to applicants to the extent of oversubscription in case the moneys received is in
148
excess of the extent of over-subscription as specified in the [***] offer
document:
Provided that right to retain such over subscription cannot exceed twenty five per
cent. of the issue size;
149
[Provided further, that the offer document shall contain adequate disclosures
towards the utilisation of such oversubscription proceeds, if any, and such proceeds
retained on account of oversubscription shall not be utilised towards general
purposes.]
(c) to all applicants in case the number of subscribers to the initial offer forming part
of the public is less than two hundred.
(21) If the manager fails to allot, or list the units, or refund the money within the specified time,
then the manager shall pay interest to the unit holders at fifteen per cent. per annum, till such
allotment/ listing/refund and such interest shall not be recovered in the form of fees or any
other form payable to the manager by the REIT.
(22) Units may be offered for sale to public,-
144
Substituted for “seventy five” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
145
146
Omitted “initial” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
147
Omitted “or follow-on offer document” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
148
Omitted “initial offer document or follow-on” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
149
35
(a) if such units have been held by the existing unitholders for a period of at least one
year prior to the filing of draft offer document with the Board:
Provided that the holding period for the equity shares 150[, compulsorily convertible
securities (from the date such securities are fully paid-up)] or partnership interest
in the 151[holdco and/or] SPV against which such units have been received shall be
considered for the purpose of calculation of one year period referred in this sub-
regulation:
152
[Provided further that the compulsorily convertible securities, whose holding
period has been included for the purpose of calculation for offer for sale, shall be
converted to equity shares of the holdco or SPV, prior to filing of offer document.]
(b) subject to other circulars or guidelines as may be specified by the Board in this
regard.
153
[(22A) The amount for general purposes, as mentioned in objects of the issue in the draft
offer document filed with the Board, shall not exceed Ten per cent of the amount raised by the
REIT by issuance of units.]
(23) If the REIT fails to make its initial offer within three years from the date of registration
with the Board, it shall surrender its certificate of registration to the Board and cease to operate
as a REIT:
Provided that the Board, if it deems fit, may extend the period by another one year:
Provided further that the REIT may later re-apply for registration, if it so desires.
(24) The Board may specify by issue of guidelines or circulars any other requirements, as it
deems fit, pertaining to issue and allotment of units by a REIT.
Offer document and advertisements.

15. (1) The Offer document of the REIT shall contain material, true, correct and adequate
disclosures to enable the investors to make an informed decision.
(2) Without prejudice to the generality of sub-regulation (1), the offer document shall-
(a) include all information as specified in Schedule III to these regulations or as specified
in any circulars or guidelines issued by the Board in this regard;
(b) not be misleading and not contain any untrue statements or mis-statements;
150
151
152
153
36
(c) not provide for any guaranteed returns to the investors;
(d) include such other disclosures as may be specified by the Board.
(3) Any advertisement material relating to any issue of units of the REIT shall not be
misleading and shall not contain anything extraneous to the contents of the offer document.
(4) If an advertisement contains positive highlights, it shall also contain risk factors with
equal importance in all aspects including print size.
(5) The advertisements shall be in accordance with the offer document and any circulars or
guidelines as may be specified by the Board in this regard.
Listing and trading of units.

16. (1) After the initial offer it shall be mandatory for all units of REITs to be listed on a
recognized stock exchange having nationwide trading terminals within a period of twelve
working days from the date of closure of the offer.
(2) The listing of the units of the REIT shall be in accordance with the listing agreement entered
into between the REIT and the designated stock exchange.
154
[(2A) In the event of non-receipt of listing permission from the stock exchange(s) or
withdrawal of Observation Letter issued by the Board, wherever applicable, the units shall not
be eligible for listing and the REIT shall be liable to refund the subscription monies, if any, to
the respective allottees immediately alongwith interest at the rate of fifteen per cent. per annum
from the date of allotment.]
(3) The units of the REIT listed in recognized stock exchanges shall be traded, cleared and
settled in accordance with the bye-laws of concerned stock exchanges and such conditions as
may be specified by the Board.
(4) Trading lot for the purpose of trading of units of the REIT shall consist of 155[one unit].
(5) The REIT shall redeem units only by way of a buy-back or at the time of delisting of units.
(6) The units of REIT shall be remain listed on the designated stock exchange unless delisted
under regulation 17.
154
155
Substituted for “100 units” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
(Amendment) Regulations, 2021, w.e.f. 30.07.2021. Prior to the substitution, “consist of 100 units” were
substituted for “be one lakh rupees” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
37
156
(7) The minimum public holding for the units of the listed REIT shall be [ in accordance
with the sub-regulation (2A) of Regulation 14], failing which action may be taken as may be
specified by the Board and by the designated stock exchange including delisting of units under
regulation 17:
Provided that in case of breach of the conditions specified in this sub-regulation, the trustee
may provide a period of six months to the manager to rectify the same, failing which the
manager shall apply for delisting under Regulation 17.
(8) Any person other than the sponsor(s) holding units of the 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.
(9) The Board and designated stock exchanges may specify any other requirements pertaining
to listing and trading of units of the REIT by issuance of guidelines or circulars.
Delisting of units.
17. (1) The manager shall apply for delisting of units of the REIT to the Board and the
designated stock exchanges if,-
(a) the public holding falls below the specified limit under sub-regulation (7) of regulation
16;
157
(b) [***]
(c) if there are no projects or assets remaining under the REIT for a period exceeding six
months and REIT does not propose to invest in any project in future:
Provided that, the period may be extended by further six months, with the approval of
unit holders in the manner as specified in regulation 22;
(d) the Board or the designated stock exchanges require such delisting for violation of the
listing agreement or these regulations or the Act;
(e) the sponsor(s) or trustee requests such delisting and such request has been approved by
unit holders in accordance with sub-regulation (6) of regulation 22;
(f) unit holders apply for such delisting in accordance with regulation 22;
156
Substituted for “twenty five per cent. the total number of outstanding units at all times, and the number of unit
holders of the REIT forming part of the public shall be two hundred at all times” by the SEBI (Real Estate
157
Prior to its omission, sub- clause (b) read as under :
“the number of unit holders of the REIT forming part of the public falls below two hundred;”
38
(g) the Board or the designated stock exchanges require such delisting for violation of the
listing agreement, these regulations or the Act or in the interest of the unit holders.
(2) The Board and the designated stock exchanges may consider such application for approval
or rejection as may be appropriate in the interest of the unit holders.
(3) The Board, instead of requiring delisting of the units, if it deems fit, may provide additional
time to the REIT or parties to the REIT to comply with regulations.
(4) The Board may reject the application for delisting and take any other action, as it deems fit,
under these regulations or the Act for violation of the listing agreement or these regulations or
the Act.
(5) The procedure for delisting of units of REIT including provision of exit option to the unit
holders shall be in accordance with the listing agreement and in accordance with procedure as
may be specified by the Board and by the designated stock exchanges from time to time.
(6) The Board may require the REIT to wind up and sell its assets in order to redeem units of
the unit holders for the purpose of delisting of units and the Board may through circulars or
guidelines specify the manner of such winding up or sale.
(7) After delisting of its units, the REIT shall surrender its certificate of registration to the
Board and shall no longer undertake activity of a REIT:
Provided that the REIT and parties to the REIT shall continue to be liable for all their acts of
omissions and commissions with respect to activities of the REIT notwithstanding such
surrender.
CHAPTER V
INVESTMENT CONDITIONS, RELATED PARTY TRANSACTIONS,
BORROWING AND VALUATION OF ASSETS
Investment conditions and distribution policy.

158
18. (1) The Investment by a REIT shall only be in [holdco and/or] SPVs or properties or
securities or TDR in India in accordance with these regulations and in accordance with the
investment strategy as detailed in the offer document as may be amended subsequently.
(2) The REIT shall not invest in vacant land or agricultural land or mortgages other than
mortgage backed securities:
Provided that this shall not apply to any land which is contiguous and extension of an existing
project being implemented in stages.
158
39
(3) The REIT may invest in properties through SPVs subject to the following,-
159
(a) no other shareholder or partner of the SPV shall [exercise] any rights that
prevents the REIT from complying with the provisions of these regulations 160[and
an agreement 161[has been] entered into with such shareholders or partners to that
effect prior to investment in the SPV]:
162
[Provided that the shareholders’ agreement or partnership agreement shall
provide for an appropriate mechanism for resolution of disputes between the REIT
and the other shareholders or partners in the SPV:
Provided further that the provisions of these regulations shall prevail in case of
inconsistencies between such agreement(s) and the obligations cast upon a REIT
under these regulations.]
163
[(b) the manager, in consultation with the trustee, shall appoint atleast such
number of nominees on the board of directors or the governing board of such SPVs,
as applicable, which are in proportion to the shareholding or holding interest of the
REIT in the SPV;]
(c) the manager shall ensure that in every meeting including annual general meeting
of the SPV, the voting of the REIT is exercised 164[***].
165
[(3A) The REIT may invest in properties through holdco subject 166[to] the following,-
(a) the ultimate holding interest of the REIT in the underlying SPV(s) is not less
than twenty six per cent;
(b) no other shareholder or partner of the holdco or the SPV(s) shall 167[exercise]
any rights that prevent the REIT, the holdco or the SPV(s) from complying with
159
Substituted for the word “have” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
160
161
Substituted for the words “shall be” by the Securities and Exchange Board of India (Real Estate Investment
162
Regulations, 2018, w.e.f. 10.04.2018.
163
Regulations, 2018, w.e.f. 10.04.2018. Prior to the substitution, the clause read as:
“(b) the manager, in consultation with the trustee, shall appoint the majority of the Board of directors or governing
board of such SPVs[, as applicable;”
164
Omitted “subject to provisions of Companies Act, 2013” by the SEBI (Real Estate Investment Trusts)
165
166
Regulations, 2018, w.e.f. 10.04.2018.
167
Substituted for the word “have” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
40
the provisions of these regulations and an agreement 168[has been] entered into with
such shareholders or partners to that effect prior to investment in the holdco and/or
SPVs:
169
[Provided that the shareholders’ agreement or partnership agreement shall
provide for an appropriate mechanism for resolution of disputes between the REIT
and the other shareholders or partners in the holdco and/or SPV;
Provided further that the provisions of these regulations shall prevail in case of
inconsistencies between such agreement(s) and the obligations cast upon a REIT
under these regulations.]
170
[(c) the manager, in consultation with the Trustee, shall appoint atleast such
number of nominees on the board of directors or the governing board of the holdco
and/or the SPV, which are in proportion to the shareholding or holding interest of
the REIT/holdco in the SPV;]
(d) the manager shall ensure that in every meeting including annual general
meeting of the holdco and/or SPV(s), the voting of the REIT is exercised;]
171
(4) Not less than eighty per cent. of value of the REIT assets shall be invested [***] in
completed and rent 172[and/or income] generating properties subject to the following,-
(a) if the investment has been made through a 173[holdco and/or] SPV, whether by way
of equity or debt or equity linked instruments or partnership interest, only the
portion of direct investments in properties by such 174[ holdco and/or] SPVs shall
be considered under this sub-regulation and the remaining portion shall be included
under sub-regulation (5);
(b) if any project is implemented in stages, the part of the project which is completed
175
and [rent and/or income generating] shall be considered under this sub-
regulation and the remaining portion including any contiguous land as specified
168
Substituted ibid for the words “shall be”.
169
Regulations, 2018, w.e.f. 10.04.2018.
170
Substituted ibid. Prior to the substitution, the clause read as:
“(c) the manager, in consultation with the Trustee, shall appoints the majority of the Board of directors or
governing board of the holdco and/or SPV(s);”
171
Omitted “proportionate to the holding of the REITs” by the SEBI (Real Estate Investment Trusts)
172
173
174
175
Substituted for the words “rent-generating” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2017, w.e.f. 15.12.2017
41
under proviso to sub-regulation (2) shall be included under clause (a) of sub-
regulation (5).
176
(5) Not more than twenty per cent. of value of the REIT assets shall be invested [***] in
assets other than as provided in sub-regulation (4) and such other investment shall only be in,-
177 178
(a) properties, [whether directly or through a company or LLP,] [***] which
are:
(i) under-construction properties which shall be held by the REIT for not
less than three years after completion;
(ii) under-construction properties which are a part of the existing income
generating properties owned by the REIT which shall be held by the REIT
for not less than three years after completion;
(iii) completed and not rent generating properties which shall be held by the
REIT for not less than three years from date of purchase;
(b) listed or unlisted debt of companies or body corporate in real estate sector:
Provided that this shall not include any investment made in debt of the
179
[holdco and/or SPVs];
(c) mortgage backed securities;
(d) equity shares of companies 180[which are] listed on a recognized stock exchange
in India which derive not less than seventy five per cent. of their operating
income from real estate activity as per the audited accounts of the previous
financial year;
181
[(da) unlisted equity shares of companies which derive not less than seventy five
per cent. of their operating income from real estate activity as per the audited
accounts of the previous financial year:
176
Omitted “proportionate to the holding of the REITs” by the SEBI (Real Estate Investment Trusts)
177
Regulations, 2018, w.e.f. 10.04.2018.
178
Omitted “in which not more than ten per cent. of value of the REIT assets shall be invested,” by the SEBI (Real
Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
179
Substituted for “SPV” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
180
Regulations, 2018, w.e.f. 10.04.2018.
181
Regulations, 2018, w.e.f. 10.04.2018.
42
Provided that the investments, made through unlisted equity shares of a
company, in under construction properties and/or completed and not rent
generating properties, shall be in compliance with clause (a) of this sub-
regulation.]
(e) government securities;
(f) unutilized FSI of a project where it has already made investment;
(g) TDR acquired for the purpose of utilization with respect to a project where it
has already made investment;
(h) money market instruments or cash equivalents.
182
[(5A) The investment conditions as specified at sub-regulation (4) and (5) of regulation 18
shall be complied at the time of Offer document and thereafter.]
183 184 185
(6) Not less than [fifty one] per cent. of the [consolidated] revenues of the REIT [,
holdco] and the SPV, other than gains arising from disposal of properties, shall be, at all times,
from rental, leasing and letting real estate assets or any other income incidental to the leasing
of such assets.
186
[***]
187
[***]
(9) Conditions specified in sub-regulations (4), (5), (6), (7) and (8) 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 manager shall inform the same to the trustee and ensure that the conditions as specified in
this regulation are satisfied within six months of such breach:
182
183
Substituted for “seventy five” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
184
Regulations, 2018, w.e.f. 10.04.2018.
185
186
Omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment)
Regulations, 2018, w.e.f. 10.04.2018. Prior to omission, the clause read as:
“(7) Not less than seventy five per cent. of value of the REIT assets proportionately on a consolidated basis shall
be rent generating.”
187
Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017. Prior
to the omission, the sub-regulation read as follows:
“(8) A REIT shall hold at least two projects, directly or through 187[holdco and/or] SPV, with not more than sixty
per cent. of the value of the assets, proportionately on a consolidated basis, in one project.”
43
Provided further that the period may be extended by another six months subject to approval
from investors in accordance with regulation 22.
(10) A REIT shall hold any completed and rent generating property, whether directly or through
188
[holdco or] SPV, for a period of not less than three years from the date of purchase of such
property by the REIT or 189[holdco or] SPV.
190
(11) For any sale of property, whether by the REIT or [holdco or] the SPV or for sale of
shares or interest in the SPV by the 191[holdco or] REIT exceeding ten per cent. of the value of
REIT assets in a financial year, the manager shall obtain approval from the unit holders in
accordance with regulation 22.
(12) A REIT shall not invest in units of other REITs.
192
(13) A REIT shall not undertake lending to any person [other than the holding
company/special purpose vehicle(s) in which the REIT has invested in, subject to disclosures
specified in Schedule IV]:
Provided that investment in debt securities shall not be considered as lending.
(14) With respect to investment in leasehold properties, the manager shall consider the
remaining term of the lease, the objectives of the REIT, the lease profile of the REIT’s existing
real estate assets and any other factors as may be relevant, prior to making such investment.
(15) In case of any co-investment with any person(s) in any transaction,-
(a) the investment by the other person(s) shall not be at terms more favourable than
those to the REIT;
(b) the investment shall not provide any rights to the person(s) which shall prevent the
REIT from complying with the provisions of these regulations;
(c) the agreement with such person(s) shall include the minimum percentage of
distributable cash flows that will be distributed and entitlement of the REIT to
receive not less than pro rata distributions and mode for resolution of any disputes
between the REIT and the other person(s).
(16) With respect to distributions made by the REIT and the 193[holdco and/or] SPV,-
(a) not less than ninety per cent. of net distributable cash flows of the SPV shall be
194
distributed to the REIT [/holdco] in proportion of its holding in the SPV subject
188
189
190
191
192
Inserted by theSEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017
193
194
44
to applicable provisions in the Companies Act, 2013 or the Limited Liability
Partnership Act, 2008;
195
[(aa) with regard to distribution of net distributable cash flows by the holdco to
the REIT, subject to applicable provisions in the Companies Act, 2013 or the Limited
Liability Partnership Act, 2008, the following shall be complied:
(i) with respect to the cash flows received by the holdco from underlying SPVs,
100% of such cash flows received by the holdco shall be distributed to the REIT;
and
(ii) with respect to the cash flows generated by the holdco on its own, not less
than 90% of such net distributable cash flows shall be distributed by the holdco
to the REIT;]
(b) not less than ninety per cent. of net distributable cash flows of the REIT shall be
distributed to the unit holders;
(c) such distributions shall be declared and made not less than once every six months in
every financial year and shall be made not later than fifteen days from the date of
such declaration;
196
(d) if any property is sold by the REIT or [holdco or SPV or if the equity shares or
interest in the holdco/SPV are sold by the REIT, then],-
(i) if the REIT proposes to reinvest sale proceeds, if any, into another
property, it shall not be required to distribute any sale proceeds from
such sale to the unit holders; 197[***]
(ii) if the REIT 198[***] proposes not to invest the sales proceeds made into
199
any other property, [within a period of 1 year,] it shall be required to
distribute not less than ninety per cent. of the sales proceeds in accordance
with clauses (a) 200[, (b), (c) and (d) of sub-regulation 16];
195
196
Substituted for “SPV” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
197
Omitted “and if the SPV proposes to reinvest sale proceeds, if any, into another property, it shall not be required
to distribute any sale proceeds from such sale to the REIT;” by the SEBI (Real Estate Investment Trusts)
198
Omitted “or SPV” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
199
200
Substituted for “and (b)” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
45
(e) if the distributions are not made within fifteen days of declaration, then the manager
shall be liable to pay interest to the unit holders at the rate of fifteen per cent. per
annum till the distribution is made and such interest shall not be recovered in the
form of fees or any other form payable to the manager by the REIT.
201
(f) [any amount remaining unclaimed or unpaid out of the distributions declared by a
REIT in terms of sub-clause (c), 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 202[:]]
203
[Provided that the amount transferred to Investor Protection and Education fund
shall not bear any interest.]
204
(g) [the unclaimed or unpaid amount of a person that has been transferred to the
Investor Protection and Education Fund in terms of sub-clause (f), may be claimed
in such manner as may be specified by the Board.]
(17) No schemes shall be launched under the REIT.

(18) The Board may specify any additional conditions for investments by the REIT as it deems
fit.
Related party transactions.

19. (1) All related party transactions shall be on an arms-length basis, in the best interest of the
unit holders, consistent with the strategy and investment objectives of the REIT and shall be
disclosed to the designated stock exchange and unit holders periodically in accordance with
the listing agreement and these regulations.
(2) A REIT, subject to the conditions specified hereunder, may,-
(a) acquire assets from related parties;
(b) sell assets or securities to related parties;
(c) lease assets to related parties;
(d) lease assets from related parties;
201
Regulations, 2023 w.e.f. 14.02.2023.
202
Substituted for “.” by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Third
Amendment) Regulations, 2023, w.e.f. 23.10.2023.
203
Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment)
Regulations, 2023, w.e.f. 23.10.2023.
204
Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment)
Regulations, 2023, w.e.f. 23.10.2023.
46
(e) invest in securities issued by related parties;
(f) borrow from related parties.
(3) With respect to purchase or sale of properties 205[***] after initial offer,-
(a) two valuation reports from two different valuers, independent of each other, shall
be obtained;
(b) such valuers shall undertake a full valuation of the assets proposed to be purchased
or sold as specified under regulation 21;
(c) Transactions for purchase of such assets shall be at a price not greater than, and
206
transactions for sale of such assets shall be at a price not lesser than, [one
hundred ten percent and ninety percent of the] average of the two independent
valuations 207[, respectively].
(4) In case of any related party transactions entered into prior to making the initial offer,-
(a) adequate disclosures to that effect shall be made in the initial offer document
including a consolidated full valuation report of all such assets 208[***];
(b) the REIT shall enter into proper and valid agreements with such related parties
at the price or interest rate or rental value mentioned in the initial offer
document;
(c) If the transactions are conditional upon the REIT receiving a minimum amount
of subscription, adequate disclosures shall be made in the offer document and
the agreements to that effect.
(5) In case of any related party transactions entered into after the initial offer,-
(a) adequate disclosures shall be made to the unit holders and to the designated
stock exchanges;
(b) in case,-
(i) the total value of all the related party transactions, in a financial year,
209
pertaining to acquisition or sale of properties [, whether directly or
through holdco and/or SPVs,] or investments into securities exceeds ten
per cent. of the value of REIT; or
205
Omitted “both prior to and” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
206
207
208
Words, figures and symbols “in accordance with clause (a) of sub-regulation (3), as may be applicable” omitted
by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017
209
47
(ii) the value of the funds borrowed from related parties, in a financial year,
210
exceeds ten per cent. of the total consolidated borrowings of the REIT [,
holdco and/or SPVs];
approval from the unit holders shall be obtained prior to entering into any such
subsequent transaction with any related party;
(c) for the purpose of obtaining approval for such transactions, the manager shall
obtain approval from unit holders in accordance with regulation 22 and
request for such approval shall be accompanied by a transaction document.
(6) The disclosures in the offer document and transaction document shall include the following,
as may be applicable,-
(a) identity of the related parties and their relationship with the REIT or
parties to the REIT;
(b) nature and details of the transactions entered into or proposed to be
entered into with such related parties including description and location
of assets;
(c) the price or value of the assets or securities bought or sold or leased or
proposed to be bought or sold or leased and if leased or proposed to be
leased, value of the lease;
(d) ready reckoner rate of the real estate asset being bought or sold:
Provided that where such ready reckoner rate are not available, property
tax assessment value or similar published rates by Government authorities
shall be disclosed;
(e) summary of the valuation report(s);
(f) the current and expected rental yield;
(g) if the transactions are conditional upon the REIT receiving a stated
amount of subscriptions, the minimum amount of such subscriptions to
be received;
(h) amount of borrowing and rate of interest in case of borrowing from any
related party;
(i) any other information that is required for the investor to take an informed
decision.
210
48
(7) With respect to any properties leased to related parties to the REIT, both before and after
initial offer, if,-
(a) such lease area exceeds twenty per cent. of the total area of the underlying
assets;
(b) value of assets under such lease exceeds twenty per cent of the value of the
total underlying assets;
(c) rental income obtained from such leased assets exceeds twenty per cent of
the value of the rental income of all underlying assets,
a fairness opinion from an independent valuer shall be obtained by the manager and
submitted to the trustee and approval of unitholders in accordance with regulation 22 shall
be obtained.
(8) For any related party transaction requiring approval of the unit holders or proposed to be
undertaken immediately after the initial offer, the agreement shall be entered into within six
months from date of close of initial offer or from date of approval of the unit holders, as the
case may be:
Provided that in case of the agreement is not entered into within such period, approval from
the unit holders may be sought for extension for another six months in accordance with
regulation 22 with the updated valuation report(s).
(9) Adequate disclosures of all related party transactions that have been entered into prior to
the follow-on offer shall be made in the follow-on offer document.
(10) Transaction between two or more of the REITs with a common manager or sponsor shall
be deemed to be related party transactions for each of the REITs and provisions of this
regulation shall apply:
Provided that this sub-regulation shall also apply if the managers or sponsors of the REITs are
different entities but are associates.
(11) With respect to any related party transaction, details of any fees or commissions received
211
or to be received by [such] related party212[(ies)] shall be adequately disclosed to the unit
holders and to the designated stock exchanges.
(12) No related party shall retain cash or other rebates from any property agent in consideration
for referring transactions in REIT assets to the property agent.
211
Substituted “any person or entity which is an associate of the” by the SEBI (Real Estate Investment Trusts)
212
49
(13) Where any of the related parties has an interest in a business which competes or is likely
to compete, either directly or indirectly, with the activities of the REIT, the following details
shall be disclosed in the offer document,-
(a) details of the such business including an explanation as to how such business
shall compete with the REIT;
(b) a declaration that the related party shall perform its duty in relation to the REIT
independent of its related business;
(c) declaration as to whether any acquisition of such business by the REIT is
intended and if so, details of the same thereof.
(14) Any arrangement or transaction or contract with any related party other than as included
in this regulation shall be disclosed to the unit holders and to the designated stock exchanges.
Borrowings and deferred payments.
20. 213[(1) A REIT, whose units are listed on a recognized stock exchange, may issue debt
securities in the manner specified by the Board:
Provided that such debt securities shall be listed on recognized stock exchange(s).]
214
[(2)] The aggregate consolidated borrowings and deferred payments of the REIT 215[, holdco
and/or the SPV(s),] net of cash and cash equivalents shall never exceed forty nine per cent. of
the value of the REIT assets:
Provided that such borrowings and deferred payments shall not include any refundable security
deposits to tenants.
216
[Explanation 1. – Investment by REITs 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 2. – The amount of cash and cash equivalent shall be excluded from the value of
the assets of the REIT.]
213
214
Re-numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017
215
216
Regulations, 2023 w.e.f. 14.02.2023.
50
217 218
[(3)] If the aggregate consolidated borrowings and deferred payments of the REIT [,
holdco and/or the SPV(s),] net of cash and cash equivalents exceed twenty five per cent. of the
value of the REIT assets, for any further borrowing,-
(a) credit rating shall be obtained from a credit rating agency registered with the
Board; and
(b) approval of unit holders shall be obtained in the manner as specified in regulation
22.
219
[(4)] If the conditions specified in sub-regulations (1) and (2) are breached on account of
market movements of the price of the underlying assets or securities, the manager shall inform
the same to the trustee and ensure that the conditions as specified in this regulation are satisfied
within six months of such breach.
Valuation of assets.
21. (1) The valuer shall not be an associate of the sponsor(s) or manager or trustee and shall
have not less than five years of experience in valuation of real estate.
(2) Full valuation includes a detailed valuation of all assets by the valuer including physical
inspection of every property by the valuer.
(3) Full valuation report shall include the mandatory minimum disclosures as specified in
Schedule V to these regulations.
(4) A full valuation shall be conducted by the valuer atleast once in every financial year:
Provided that such full valuation shall be conducted at the end of the financial year ending
March 31st within three months from the end of such year.
(5) A half yearly valuation of the REIT assets shall be conducted by the valuer for the half-year
ending on September 30 for incorporating any key changes in the previous six months and such
half yearly valuation report shall be prepared within forty five days from the date of end of
such half year.
(6) Valuation reports received by the manager shall be submitted to the designated stock
exchange and unit holders within fifteen days from the receipt of such valuation reports.
(7) Prior to any issue of units to the public and any other issue of units as may be specified by
the Board, the valuer shall undertake full valuation of all the REIT assets and include a
summary of the report in the offer document:
217
218
219
51
Provided that such valuation report shall not be more than six months old at the time of such
offer:
Provided further that this shall not apply in cases where full valuation has been undertaken not
more than six months prior to such issue and no material changes have occurred thereafter.
(8) For any transaction of purchase or sale of properties,220[ whether directly or through holdco
and/or SPVs,]-
(a) if the transaction is a related party transaction, the valuation shall be in accordance
with regulation 19;
(b) if the transaction is not a related party transaction,-
(i) a full valuation of the specific property shall be undertaken by the valuer;
(ii) if ,-
(1) in case of a purchase transaction, the property is proposed to be
purchased at a value greater than one hundred and ten per cent. of the
value of the property as assessed by the valuer;
(2) in case of a sale transaction, the property is proposed to be sold at a
value less than ninety per cent. of the value of the property as assessed
by the valuer,
approval of the unit holders shall be obtained in accordance with regulation 22.
(9) No valuer shall undertake valuation of the same property for more than four years
consecutively:
Provided that the valuer may be reappointed after a period of not less than two years from the
date it ceases to be the valuer of the REIT.
221
[***]
(11) In case of any material development that may have an impact on the valuation of the REIT
assets, then manager shall require the valuer to undertake full valuation of the property under
consideration within not more than two months from the date of such event and disclose the
same to the trustee, investors and the Designated Stock Exchanges within fifteen days of such
valuation.
220
221
to its omission, the sub-regulation read as follows:
“(10) Any valuation undertaken by any valuer shall abide by international valuation standards and valuation
standards as may be specified by Institute of Chartered Accountants of India (ICAI) for valuation of real estate
assets:
Provided that in case of any conflict, standards specified by ICAI shall prevail.”
52
(12) The valuer shall not value any assets in which it has either been involved with the
acquisition or disposal within the last twelve months other than such cases where valuer was
engaged by the REIT for such acquisition or disposal.
CHAPTER VI
RIGHTS OF UNIT HOLDERS, GENERAL OBLIGATIONS, DISCLOSURES AND
REPORTING
Rights and meetings of unit holders.
22. (1) The unit holder shall have the rights to receive income or distributions as provided for
in the Offer document or trust deed.
(2) With respect to any matter requiring approval of the unit holders,-
(a) a resolution shall be considered as passed when the votes cast by unit holders, so
entitled and voting, in favour of the resolution exceed a certain percentage, as
specified in this regulation, of the votes cast against;
(b) the voting may also be done by postal ballot or electronic mode;
(c) a notice of not less than twenty one days either in writing or through electronic
mode shall be provided to the unit holders;
(d) voting by any person who is a related party in such transaction as well as associates
of such person(s) shall not be considered on the specific issue;
(e) manager shall be responsible for all the activities pertaining to conducting of
meeting of the unit holders, subject to overseeing by the trustee:
Provided that in respect of issues pertaining to the manager such as change in
manager including removal of the manager or change in control of the manager,
Trustee shall convene and handle all activities pertaining to conduct of the
meetings:
Provided further that in respect of issues pertaining to the trustee such as change in
the trustee, the trustee shall not be involved in any manner in the conduct of the
meeting.
(3) An annual meeting of all unit holders shall be held not less than once a year within one
hundred and twenty days from the end of financial year and the time between two meetings
shall not exceed fifteen months.
(4) With respect to the annual meeting of unit holders,-
53
(a) any information that is required to be disclosed to the unit holders and any issue
that, in the ordinary course of business, may require approval of the unit holders
may be taken up in the meeting including,-
(i) latest annual accounts and performance of the REIT;
(ii) approval of auditor and fees of such auditor, as may be required;
(iii) latest valuation reports;
(iv) appointment of valuer, as may be required;
(v) any other issue including special issues as specified under sub-
regulation (6);
(b) for any issue taken up in such meetings which require approval from the unit
holders, votes cast in favour of the resolution shall 222[be more than] the votes cast
against the resolution.
(5) In case of,-
(a) any approval from unit holders required under regulation 18, 19 and 21;
(b) any transaction, other than any borrowing, value of which is equal to or greater
than twenty five per cent. of the REIT assets;
(c) any borrowing in excess of specified limit as required under sub-regulation (2)
of regulation 20;
(d) any issue of units after initial offer by the REIT, in whatever form, other than
any issue of units which may be considered by the Board under sub-
regulation(6);
(e) increasing period for compliance with investment conditions to one year in
accordance with proviso to sub-regulation (9) of regulation 18;
(f) any issue, in the ordinary course of business, which in the opinion of the
sponsor(s) or trustee or manager, is material and requires approval of the unit
holders, if any;
223
[ ***;]
(g) any issue for which the Board or the designated stock exchange requires
approval under this sub-regulation,
222
Substituted “not be less than one and a half times” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
223
Sub-clause (fa) omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second
Amendment) Regulations, 2023, w.e.f 17.08.2023. Before the omission, the sub-clause read as under:
“(fa) de-classification of the status of sponsor;”
54
approval from unitholders shall be required where the votes cast in favour of the resolution
shall be 224[more than] the votes cast against the resolution.
(6) In case of ,-
(a) any change in manager including removal of the manager or change in
control of the manager;
(b) any material change in investment strategy or any change in the management
fees of the REIT;
(c) the sponsor(s) or manager proposing to seek delisting of units of the REIT;
225
(d) [***]
(e) any issue, not in the ordinary course of business, which in the opinion of the
sponsor(s) or manager or trustee requires approval of the unit holders;
(f) any issue for which the Board or the designated stock exchanges requires
approval under this sub-regulation;
(g) any issue taken up on request of the unit holders including:
(i) removal of the manager and appointment of another manager to the
REIT;
(ii) removal of the auditor and appointment of another auditor to the
REIT;
(iii) removal of the valuer and appointment of another valuer to the
REIT;
(iv) delisting of the REIT if the unit holders have sufficient reason to
believe that such delisting would act in the interest of the unit
holders;
(v) any issue which the unit holders have sufficient reason to believe
that acts detrimental to the interest of the unit holders;
(vi) change in the trustee if the unit holders have sufficient reason to
believe that acts of such trustee is detrimental to the interest of the
unit holders,
224
Substituted “not less than one and half times” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
225
16.06.2020. Prior to the omission, the clause read as follows:
“ (d) the value of the units held by a person along with its associates other than the sponsor(s) and its associates
exceeding fifty per cent. of the value of outstanding REIT units, prior to acquiring any further units;”
55
approval from unit holders shall be required where the votes cast in favour of the
226
resolution shall be not less than [one and half] times the votes cast against the
resolution.
227
[***]
228
[(6A) No person, other than sponsor(s), its related parties and its associates, shall acquire units
of a REIT which taken together with units held by him and by persons acting in concert
with him in such REIT, exceeds twenty-five per cent of the value of outstanding REIT
units unless approval from seventy five per cent. of the unit holders by value excluding the
value of units held by parties related to the transaction, is obtained:
Provided that if the required approval is not received, the person acquiring the units shall
provide an exit option to the dissenting unit holders to the extent and in the manner as may
be specified by the Board]
(7) With respect to the right(s) of the unit holders under clause (g) of sub-regulation (6),-
(a) not less than twenty five per cent. of the unit holders by value, other than
any party related to the transactions and its associates, shall apply, in
writing, to the trustee for the purpose;
(b) on receipt of such application, the Trustee shall require the manager to
place the issue for voting in the manner as specified in these regulations;
(c) with respect to sub-clause (vi) of clause (g) of sub-regulation (6) , not less
than sixty per cent. of the unit holders by value shall apply, in writing, to
the manager for the purpose.
(8) In case of any change in sponsor or 229[inducted] sponsor or change in control of sponsor
or 230[inducted] sponsor 231[or conversion to Self-Sponsored Manager],-
226
Substituted “three”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
227
16.06.2020. Prior to the omission, the proviso read as follows:
“Provided that in case of clause (d), if approval is not obtained, the person shall provide an exit option to the
unitholders to the extent and in the manner as may be specified by the Board.”
228
16.06.2020.
229
Substituted for the word “re-designated” by the SEBI (Real Estate Investment Trusts) (Second Amendment)
Regulations, 2020, w.e.f. 16.06.2020.
230
Regulations, 2020, w.e.f. 16.06.2020.
231
Regulations, 2023, w.e.f 17.08.2023.
56
232
(a) [prior to such changes, approval from seventy-five per cent of the unit
holders by value excluding the value of units held by parties related to the
transaction shall be obtained;]
(b) 233[ if the required approval is not received],-
234
(i) in case of change of sponsor or [inducted] sponsor, the
235 236
proposed [inducted] sponsor [***] shall provide the
dissenting unit holders an option to exit by buying their units
237
[in the manner specified by the Board];
238
[(ii) in case of change in control of the sponsor or inducted sponsor,
the said sponsor or inducted sponsor shall provide the dissenting
unit holders an option to exit by buying their units in the manner
as specified by the Board;
Explanation: Change in sponsor or inducted sponsor shall mean
239
any change due to entry of a new sponsor [ or] exit of an
existing sponsor.]
240
[(iii) in case of conversion to Self-Sponsored Manager, the Manager
shall provide the dissenting unit holders an option to exit by buying their
units in the manner specified by the Board.]
232
Substituted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f.
16.06.2020. Prior to the substitution, the clause read as follows:
“(a) prior to such changes, approval shall be obtained from the unit holders wherein votes cast in favour of the
resolution shall not be less than three times the votes cast against the resolution;”
233
Substituted for the words “if such change does not receive the required approval” by the Securities and
Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f
17.08.2023.
234
Regulations, 2020, w.e.f. 16.06.2020.
235
Regulations, 2020, w.e.f. 16.06.2020.
236
The words “who proposes to buy the units” is omitted by the SEBI (Real Estate Investment Trusts) (Second
Amendment) Regulations, 2020, w.e.f. 16.06.2020.
237
16.06.2020
238
Substituted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f.
16.06.2020. Prior to the substitution, the sub-clause read as follows:
“(ii) in case of change in control of the sponsor or re-designated sponsor, the sponsor or re-designated sponsor
shall provide the dissenting unit holders an option to exit by buying their units;”
239
Substituted for the words “with or without” by the Securities and Exchange Board of India (Real Estate
Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.
240
Regulations, 2023, w.e.f 17.08.2023.
57
(c) if on account of such sale, the number of unit holders forming part of the
public falls below 241[as required under sub-regulation (2A) of Regulation
14] two hundred or below 242[ the trustee may provide a period of one year
to the manager to rectify the same, failing which], the 243[manager] shall
apply for delisting of the units of the REIT in accordance with regulation
17.
244
[(9) The existing sponsor(s) proposing to disassociate as sponsor(s) by seeking to convert
the Manager to Self-Sponsored Manager shall comply with the following conditions:
(i) the REIT has been listed for a period of at least five years;
(ii) the REIT has undertaken not less than twelve distributions on a continuous basis and
has complied with the distribution norms as per these Regulations in the preceding five
years;
(iii) the REIT is rated AAA by a registered credit rating agency for a continuous period of
five years immediately preceding exit of the sponsor;
(iv) during the period of preceding five years, the REIT has not breached, at any time, the
maximum leverage thresholds specified in these regulations;
(v) the Manager is meeting the net worth criteria for the sponsor as specified in these
regulations;
(vi) the minimum unitholding requirement applicable to sponsor(s) and sponsor group(s)
shall be complied with, on or after the date of conversion of the Manager to Self-
Sponsored Manager, by the Manager, shareholders of the Manager and/or group entities
of Manager:
Explanation: Manager, shareholders of the Manager and/or group entities of Manager
may acquire units of the REIT for the purpose of compliance of the above condition.
(vii) the sponsor(s) or its associate(s) do not own or control the Manager of the REIT on or
after the date of conversion of the Manager to Self-Sponsored Manager;
241
242
Substituted for “twenty five per cent. of the total outstanding units” by the SEBI (Real Estate Investment
Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
243
Substituted for “trustee” the trustee may provide a period of one year to the manager to rectify the same, failing
which
244
Regulations, 2023, w.e.f 17.08.2023.
58
(viii) the Sponsor has not transferred / sold assets to the REIT in the last three years and no
assets/ projects shall be acquired by the REIT from the outgoing sponsor(s) for a period
of one year from the date of conversion to Self-Sponsored Manager;
(ix) at least one of the sponsor(s) proposing to disassociate should have been a sponsor of
the REIT for a minimum period of five years;
(x) the REIT shall not have any under-construction properties acquired from the sponsor
that have not commenced commercial operations;
(xi) unitholders approval in terms of sub-regulation (8) of this regulation and consent of the
Trustee has been obtained for conversion to Self-Sponsored Manager;
(xii) such other condition as may be specified by the Board.]
245
[Dispute Resolution.
22A. (1) All claims, differences or disputes between investors and the manager arising out of
or in relation to the activities of the manager in the securities market shall be submitted to a
dispute resolution mechanism that includes mediation and/or conciliation and/or arbitration, in
accordance with the procedure specified by the Board.
(2) No loss or damage or expenses incurred by the manager or officers of the manager,
including those in relation to resolution of claims or disputes of investors, shall be met out of
the trust property.]
Disclosures.
23. (1) The manager shall ensure that the disclosures in the offer document are in accordance
with the Schedule III to these regulations and any circulars or guidelines issued by the Board
in this regard.
(2) The manager shall submit an annual report to all unit holders of the REIT with respect to
activities of the REIT, within three months from the end of the financial year.
(3) The manager shall submit a half-yearly report to all unit holders of the REIT with respect
to activities of the REIT within forty five days from the end of the half year ending on
September 30th.
(4) Such annual and half yearly reports shall contain disclosures as specified under Schedule
IV to these regulations.
245
Inserted by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism)
(Amendment) Regulations, 2023, w.e.f. 04-07-2023.
59
(5) The manager shall disclose to the designated stock exchanges any information having
bearing on the operation or performance of the REIT as well as price sensitive information
which includes but is not restricted to the following,-
(a) acquisition or disposal of any properties, value of which exceeds five per cent. of
value of the REIT assets;
(b) additional borrowing, at level of 246[holdco or] SPV or the REIT, resulting in such
borrowing exceeding five per cent. of the value of the REIT assets during the year;
(c) additional issue of units by the REIT;
(d) details of any credit rating obtained by the REIT and any change in such rating;
(e) any issue which requires approval of the unit holders;
(f) any legal proceedings which may have significant bearing on the functioning of
the REIT;
(g) notices and results of meetings of unit holders;
(h) any instance of non-compliance with these regulations including any breach of
limits specified under these regulations;
(i) any material issue that in the opinion of the manager or trustee needs to be disclosed
to the unit holders.
(6) The manager shall submit such information to the designated stock exchanges and unit
holders on a periodical basis as may be required under the listing agreement.
(7) The manager shall disclose to the designated stock exchanges, unit holders and the Board
such information and in the manner as may be specified by the Board..
Submission of reports to the Board.

24. The Board may at any time call upon the REIT or parties to the REIT to file such reports,
as the Board may desire, with respect to the activities relating to the REIT.
Power to call for information.

247
25. (1) The Board may at any time call for any information from the REIT or [holdco or
SPV(s) or] parties to the REIT or any unit holder or any other person with respect to any matter
relating to activity of the REIT.
246
247
60
(2) Where any information is called for under sub-regulation (1), it shall be furnished within
the time specified by the Board.
Maintenance of records.
26. (1) The manager shall maintain records pertaining to the activity of the REIT including,
248
[for a period of not less than seven years,]-
(a) decisions of the manager with respect to investments or divestments and
documents supporting the same;
(b) details of investments made by the REIT and documents supporting the same;
(c) agreements entered into by the REIT or on behalf of the REIT;
(d) documents relating to appointment of persons as specified in sub-regulation (5) of
regulation 10;
(e) insurance policies for real estate assets;
(f) investment management agreement;
(g) documents pertaining to issue and listing of units including initial offer document
or follow-on offer document(s) or other offer document(s), in-principle approval
by designated stock exchanges, listing agreement with the designated stock
exchanges, details of subscriptions, allotment of units, etc.;
(h) distributions declared and made to the unit holders;
(i) disclosures and periodical reporting made to the trustee, Board, unit holders and
designated stock exchanges including annual reports, half yearly reports, etc.;
(j) valuation reports including methodology of valuation;
(k) books of accounts and financial statements;
(l) audit reports;
(m) reports relating to activities of the REIT placed before the Board of Directors of
the manager;
(n) unit holders' grievances and actions taken thereon including copies of
correspondences made with the unit holders and the Board, if any;
(o) any other material documents.
(2) The trustee shall maintain records pertaining to,-
(a) certificate of registration granted by the Board;
(b) registered trust deed;
248
61
(c) documents pertaining to application made to the Board for registration as a REIT;
(d) titles of the real estate assets:
Provided that where the original title documents are deposited with the lender in
respect of any loan / debt, the trustee shall maintain copies of such title documents;
(e) notices and agenda send to unit holders for meetings held;
(f) minutes of meetings and resolutions passed therein;
(g) periodical reports and disclosures received by the trustee from the manager;
(h) disclosures, periodically or otherwise, made to the Board, unit holders and to the
designated stock exchanges;
(i) any other material documents.
(3) The records specified in sub-regulation (2) may be maintained in physical or electronic
form:
Provided that where records are required to be duly signed and are maintained in the
electronic form, such records shall be digitally signed.
249[CHAPTER VIA
OBLIGATIONS OF THE MANAGER
Application of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
26A. Subject to other provisions of this Chapter, the provisions contained in sub-regulations
(2), (4), (5), (9) and (10) of regulation 17 and regulations 18, 19, 20, 21, 26 and sub- regulation
(1), (2), (2A), (3), (4), (5), (7), (8), (9), (10) and (11) of regulation 25 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 shall be applicable, as in force from time to time, with necessary modifications as if the
said provisions were the provisions of these regulations.
Explanation - For the purposes of this regulation, unless the context otherwise requires, the
provisions under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, shall be interpreted as under, –
(i) the expression “promoters” wherever it occurs, shall be read as “parties to the REIT”;
(ii) the expression “listed entity” wherever it occurs, shall be read as “Manager”;
249
Regulations, 2023 w.e.f. 01.04.2023.
62
(iii) the expression “company secretary” wherever it occurs, shall be read as “compliance
officer”;
(iv) the expression “executive director” wherever it occurs, shall be read as “non-
independent director”;
(v) the expression “non-executive director” wherever it occurs, shall be read as
“independent director”;
(vi) the expression “Board of Directors of the listed entity” wherever it occurs, shall be read
as “Board of Directors of Manager”;
(vii) the expression “subsidiary of listed entity” wherever it occurs, shall be read as “HoldCo
and/or SPV of REIT, as applicable”.
Additional Requirements.
26B. (1) The Board of Directors of the Manager shall comprise of not less than six directors
and have not less than one woman independent director.
(2) The quorum for every meeting of the Board of Directors of the Manager shall be one-third
of its total strength or three directors, whichever is higher, including at least one independent
director.
Explanation - The participation of the directors by video conferencing or by other audio-visual
means shall be counted for the purpose of quorum and shall be recorded by the Manager.
(3) The Board of Directors of the Manager shall review compliance reports every quarter
pertaining to all laws applicable to the REIT as well as steps taken to rectify instances of non-
compliances.
(4) The minimum information as specified in Part A of Schedule VIII shall be placed before
the Board of Directors of the Manager.
(5) The Compliance Officer, Chief Executive Officer and the Chief Financial Officer shall
provide the compliance certificate to the Board of Directors of the Manager as specified in in
Part B of Schedule VIII along with supporting evidence thereof.
(6) The Board of Directors of the Manager shall set forth clearly the recommendation of the
Manager in the notice to the unitholders for each item referred to in sub regulation (6) of
regulation 22 of these regulations.
Vigil Mechanism
63
26C. (1) The Manager shall formulate a vigil mechanism, including a whistle blower policy
for directors and employees to report genuine concerns.
(2) The vigil mechanism shall provide for adequate safeguards against victimization of
Director(s) or employee(s) or any other person who avail the mechanism and also provide for
direct access to the chairperson of the audit committee in appropriate or exceptional cases.
(3) An independent service provider may be engaged by the Manager for providing or operating
the vigil mechanism who shall report to the audit committee.
(4) The audit committee shall review the functioning of the vigil mechanism.
Secretarial Compliance Report

26D. (1) The Manager shall submit a secretarial compliance report given by a practicing
company secretary to the stock exchanges, in such form as specified, within sixty days from
end of each financial year.
(2) The secretarial compliance report referred to in sub-regulation (1) of this regulation shall
be annexed with the annual report of the REIT.
Quarterly Compliance Report on Corporate governance

26E. (1) The Manager shall submit a quarterly compliance report on governance in the format
as may be specified by the Board, to the recognized stock exchange(s) within twenty-one days
from the end of each quarter.
(2) The report referred in sub-regulation (1) of this regulation shall be signed either by the
compliance officer or the chief executive officer of the Manager.]
250
[Grievance Redressal Mechanism.
26F. (1) The Manager shall redress investor grievances promptly but not later than twenty-one
calendar days from the date of receipt of the grievance and in such manner as may be specified
by the Board.
(2) The Board may also recognize a body corporate for handling and monitoring the process of
grievance redressal within such time and in such manner as may be specified.]
250
Inserted by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism)
(Amendment) Regulations, 2023 w.e.f. 18-08-2023.
64
251[CHAPTER VIB
SMALL AND MEDIUM REITS
Applicability.
26G. The provisions of these regulations, except chapters II, IV, V and regulation 22 under
chapter VI, shall mutatis mutandis be applicable to SM REITs, unless otherwise provided
for in this chapter:
Provided that any reference to the “manager” or the “sponsor” of the REIT under the
applicable provisions of these regulations shall be construed as a reference to an “investment
manager” of the SM REIT.
Definitions.
26H. In this chapter, unless the context otherwise requires, the terms defined herein shall
have the meanings assigned to them below, and their cognate expressions shall be construed
accordingly,–
(a) “investment manager” means a company incorporated in India, which sets up SM REIT
and manages assets and investments of the SM REIT and undertakes operational
activities of the SM REIT;
(b) “liquid net worth” means net worth deployed in liquid assets, which are unencumbered.
Explanation. – For the purposes of this chapter, “liquid asset” means cash, units of
overnight or liquid mutual fund schemes, fixed deposits, government securities, treasury
bills and repo on government securities;
(c) “Small and Medium REIT” or “SM REIT” means a REIT that pools money from
investors under one or more schemes in accordance with sub-regulation (2) of regulation
26P;
(d) “scheme” means a distinct and separate scheme of an SM REIT launched under this
chapter for owning of real estate assets or properties through special purpose vehicles;
251
Inserted by the the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment)
Regulations, 2024 w.e.f. 08.03.2024.
65
(e) “scheme offer document” means any document described or issued as a scheme offer
document including any notice, circular, advertisement or other document inviting
offers for subscription or purchase of units of a scheme from the public;
(f) “special purpose vehicle” or “SPV” means any company which is a wholly owned
subsidiary of the scheme of the SM REIT and the SPV shall not have any other capital
or ownership interest in it;
(g) “trustee” means a trustee registered with the Board under Securities and Exchange
Board of India (Debenture Trustees) Regulations, 1993, who holds the assets of SM
REIT and its schemes in trust and for the benefit of the unit holders, in accordance with
these regulations.
Registration of SM REIT.
26I. (1) An application for grant of certificate of registration as SM REIT shall be made,
by the investment manager on behalf of the Trust in Form-A as specified in the Schedule IA
to these regulations and shall be accompanied by a non-refundable application fee of such
amount and shall be payable in the manner as specified in Schedule IIA to these regulations.
(2) The Board may, in order to protect the interests of investors, appoint any person to
take charge of records, documents of the SM REIT and for this purpose, also determine the
terms and conditions of such an appointment.
(3) The Board shall take into account requirements as specified in these regulations for
considering the grant of certificate of registration.
Eligibility criteria.
26J. (1) For the purpose of the grant of certificate to the trust, the Board shall consider
all matters relevant to the activities of the trust as an SM REIT.
(2) Without prejudice to the generality of the foregoing provision, the Board shall
consider the following, namely,–
(a) the applicant is the investment manager on behalf of the trust and the instrument of
trust is in the form of a deed duly registered in India under the provisions of the
Registration Act, 1908;
66
(b) the trust deed has its main objective as undertaking activity of SM REIT through
one or more schemes in accordance with these regulations and includes
responsibilities of the trustee in accordance with these regulations;
(c) separate persons have been designated as investment manager of the SM REIT and
trustee of the SM REIT under these regulations;
(d) with regard to the investment manager,–
(i) the investment manager is clearly identified in the application for grant of
certificate of registration to the Board and in the scheme offer document;
(ii) the investment manager has a net worth of not less than rupees twenty crore:
Provided that not less than rupees ten crores of net worth of the investment
manager is in the form of positive liquid net worth;
(iii) the investment manager has at least two years’ experience in the real estate
industry or real estate fund management:
Provided that in case the investment manager is unable to meet the above
requirement, it shall employ at least two key managerial personnel, each of
whom have not less than five years’ experience in the real estate industry or
real estate fund management;
(iv) not less than half of the directors of the investment manager are independent
and are not directors of the manager or investment manager of another REIT
or SM REIT, as the case may be; and
(v) the investment manager has entered into an investment management

agreement with the trustee, which provides for the responsibilities of the
investment manager in accordance with these regulations;
(e) the trustee is not an associate of the investment manager;
(f) no unit holder of the scheme of the SM REIT enjoys superior voting or any other
rights over another unit holder in the same scheme and there are no multiple classes
of units of scheme of the SM REIT;
(g) the rights of each unitholder in the scheme are pro-rata and pari-passu;
(h) the applicant has clearly described at the time of application for registration, details
pertaining to proposed activities of the SM REIT;
67
(i) the SM REIT and the parties to the SM REIT are fit and proper persons based on the
criteria as specified in Schedule II of the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008;
(j) whether any previous application for grant of certificate by the applicant or the
parties to the SM REIT or their directors, for registration as a REIT or an SM REIT,
has been rejected by the Board; and
(k) whether any disciplinary action has been taken by the Board or any other regulatory
authority against the SM REIT or the parties to the SM REIT or their promoters or
directors under any Act or the regulations or circulars issued thereunder.
Furnishing of further information, clarification and personal representation.
26K. (1) The Board may require the applicant to furnish any information or
clarification as may be required by it for the purpose of processing of the application for
registration.
(2) The Board, if it so desires, may require the applicant or any authorized representative
to appear before the Board for personal representation in connection with the grant of
certificate.
Procedure for grant of certificate.
26L. (1) The Board, on being satisfied that the trust fulfils the requirements specified
in this chapter, shall send an intimation to the trust and on receipt of the payment of
registration fees as specified in Schedule IIA, grant the certificate of registration in Form B
under Schedule IA.
(2) The registration may be granted with such conditions as may be deemed appropriate
by the Board.
Conditions of certificate.
26M. (1) The certificate granted under this chapter shall be subject to such conditions as
the Board may deem appropriate, including, –
68
(a) the SM REIT shall abide by the provisions of the Act and these regulations;
(b) the SM REIT shall adhere to the migration plan, if applicable, submitted by it to
the Board at the time of application for certificate of registration under this
chapter;
(c) the SM REIT shall forthwith inform the Board in writing, if any information or
particulars previously submitted to the Board are found to be false or misleading
in any material particular or if there is any material change in the information
already submitted;
(d) the SM REIT and the parties to the SM REIT shall satisfy the conditions
specified in this chapter at all times; and
(e) the SM REIT and the parties to the SM REIT shall comply, at all times, with the
Code of conduct as specified in the Schedule VI, wherever applicable.
(2) If the SM REIT fails to make an initial offer of a scheme within three years from the
date of registration with the Board, it shall surrender its certificate of registration to the Board
and cease to operate as an SM REIT:
Provided that the Board, if it deems fit, may extend the period for making an initial offer of
a scheme, by up to one year:
Provided further that nothing in this sub-regulation shall prevent the SM REIT from re-
applying for registration.
Migration of existing persons, entities or structures.
26N. (1) An applicant may apply for registration of existing persons, entities or structures
owning real estate asset(s) or property(ies) in the nature of SM REIT, as on the date of
notification of this chapter:
Provided that the application for registration shall be made within six months from the date
of notification of this chapter or within such period as may be specified by the Board.
(2) For migration of such existing persons, entities or structures under these regulations:
(a) The applicant shall submit details of existing persons, entities or structures
proposed to be migrated and a migration plan along with the application for
certificate of registration; and
69
(b) The applicant shall complete the migration of existing persons, entities or
structures within six months from the date of grant of registration or within such
period as may be specified by the Board.
(3) The applicant shall comply with the provisions of this chapter in relation to the
scheme being migrated, unless otherwise provided for in this chapter.
Procedure where registration is refused.
26O. (1) After considering an application made under this chapter, if the Board is of
the opinion that a certificate should not be granted to the trust, it may reject the application
after giving the applicant a reasonable opportunity of being heard.
(2) The decision of the Board to reject the application shall be communicated to the
applicant within thirty days of such decision.
Eligible issuers.
26P. (1) An SM REIT shall not be eligible to make an initial offer of units of a scheme
if:
(a) the SM REIT or the parties to the SM REIT are debarred from accessing the
securities market or dealing in securities by the Board;
(b) any of the promoters, promoter group or directors of the parties to the SM
REIT are debarred from accessing the securities market or dealing in
securities by the Board;
(c) any of the promoters or directors of the parties to the SM REIT is a promoter
or director of another company which is debarred from accessing the
securities market by the Board;
(d) the SM REIT or the parties to the SM REIT or any of the promoters or
directors of the parties to the SM REIT are wilful defaulters;
(e) any of the promoters or whole-time directors of the parties to the SM REIT is
a promoter or whole-time director of another company which is a wilful
defaulter;
70
(f) any of the promoters or directors of the parties to the SM REIT is a fugitive
economic offender; or
(g) any fine or penalties levied by the Board or stock exchanges is pending to be
paid by the SM REIT at the time of filing the scheme offer document:
Provided that nothing in clauses (a), (b) and (c) shall be applicable if the
period of debarment is over as on the date of filing of the scheme offer
document with the Board and the designated stock exchange:
Provided further that nothing in clause (c) shall be applicable to a person who
was appointed as a director only by virtue of nomination by a debenture
trustee in other company.
(2) No offer of units by a scheme of the SM REIT shall be made unless,–
(a) the size of the asset proposed to be acquired in a scheme of the SM REIT is
at least rupees fifty crores and less than rupees five hundred crores; and
(b) the minimum number of unitholders of the scheme of the SM REIT other
than the investment manager, its related parties and associates of the SM
REIT are not less than two hundred investors:
Provided that nothing in this sub-regulation shall be applicable to the

migration of existing persons, entities or structures as on the date of this
chapter coming into force which are included as part of the migration plan in
case the applicant is applying for a certificate of registration under sub-
regulation (1) of regulation 26N.
Appointment of merchant banker.
26Q. The investment manager shall appoint one or more merchant bankers registered with
the Board to carry out the obligations relating to the issue.
Conditions for initial offer.
26R. (1) The investment manager shall identify the real estate assets or properties it
proposes to acquire or provide the features of the real estate assets or properties including
location or such other details for the particular scheme in the draft scheme offer document.
71
(2) The investment manager shall, through a merchant banker, file the draft scheme offer
document with the Board, along with fees specified in Schedule IIA and with the designated
stock exchange.
(3) The minimum price of each unit of the scheme of the SM REIT shall be rupees ten lakhs
or such other amount as may be specified by the Board from time to time.
(4) Each scheme of the SM REIT shall be identified by a separate name, which shall not be
misleading and shall not portray any guaranteed returns to the investors.
(5) The value of real estate assets or properties in each scheme shall be at least fifty crore
rupees.
(6) The investment manager and the trustee shall ensure that the assets of each scheme, the
bank accounts, investment or demat accounts and the books of accounts of each scheme are
segregated and ring-fenced.
(7) The investment manager and the trustee shall ensure that the property documents
evidencing the title to the real estate assets or properties along with the related papers shall
be duly maintained in safe-deposit boxes, at a scheduled commercial bank and be annually
inspected by the trustee.
(8) The draft scheme offer document filed with the Board shall be made public, for
comments, if any, by hosting it on the websites of the Board, designated stock exchanges
and merchant bankers associated with the issue, for a period of not less than twenty-one
days.
(9) The Board may issue observations, if any, to the merchant banker within thirty days
from the later of:
(a) the date of receipt of the draft scheme offer document;
(b) the date of receipt of satisfactory reply from the merchant banker, where the Board
has sought any clarification or additional information from the merchant banker;
(c) the date of receipt of clarification or information from any regulator or agency, where
the Board has sought any clarification or information from such regulator or agency;
or
(d) the date of receipt of a copy of in-principle approval letter issued by the designated
stock exchange(s).
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(10) The merchant banker shall ensure that the observations issued by the Board are
addressed in the scheme offer document prior to launch of the scheme.
Disclosure in scheme offer document.
26S. (1) The scheme offer document shall make all disclosures as specified in
Schedule III and any other disclosures as specified by the Board from time to time.
(2) The scheme offer document of the SM REIT shall contain material, true, correct and
adequate disclosures to enable the investors to make an informed decision.
(3) The disclosures in the scheme offer document shall not be misleading and not contain
any untrue statements or mis-statements.
(4) The scheme offer document shall not provide for any guaranteed returns to the
investors.
(5) The scheme offer document shall disclose lease rental income for each property
proposed to be acquired by the scheme of the SM REIT along with comparable lease rental
income of other similar properties.
(6) The comparable disclosures specified in sub-regulation (5) of this regulation shall be
sourced from or certified by a valuer or any other persons as may be specified by the Board
from time to time.
(7) The scheme offer document shall state whether the scheme of SM REIT is with
leverage or without leverage in accordance with sub-regulation (2) of regulation 26U.
(8) In case of a scheme of SM REIT with no leverage, the investment manager shall, at
the time of filing of the scheme offer document, submit an undertaking that the particular
scheme shall not utilize any leverage in future.
(9) The scheme offer document shall disclose the total expense ratio for scheme of SM
REIT in such form and manner and subject to such limits as may be specified by Board from
time to time.
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Investment conditions.
26T. (1) The SPV shall directly and solely own all assets that are acquired or proposed
to be acquired by the scheme of the SM REIT, of which SPV is the wholly owned subsidiary.
(2) The scheme of the SM REIT shall invest at least ninety-five per cent. of the value of
the schemes’ assets for each of its schemes in completed and revenue generating properties
and shall not invest in under-construction or non-revenue generating real estate assets:
Provided that up to five per cent. of the value of the schemes’ assets may be invested in
liquid assets, which are unencumbered.
(3) The scheme of SM REIT shall not be permitted to lend to any entity other than
lending to its own SPV.
(4) The SPV shall not be permitted to lend to any entity.
Modes of fund raising.
26U. (1) The scheme of the SM REIT may raise funds from any investor whether
Indian, or foreign by way of issuance of units:
Provided that investment by foreign investors shall be subject to the guidelines as may be
specified by Reserve Bank of India and the Government of India from time to time.
(2) The scheme of a SM REIT and the SPV(s) thereunder may undertake leverage if the
option to undertake leverage is disclosed in the scheme offer document filed for initial offer.
(3) With regard to modes of fund raising by a scheme of SM REIT, the following shall
apply:
(a) The scheme of the SM REIT shall raise capital only by way of issuance of units
pertaining to the particular scheme.
(b) For a scheme of SM REIT opting to utilize leverage in accordance with sub-
regulation (2), the scheme may undertake leverage through borrowings or
issuance of debt securities under Securities and Exchange Board of India (Issue
and Listing of Non-Convertible Securities) Regulations, 2021.
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(4) With regard to modes of fund raising by a SPV of a scheme of SM REIT, the
following shall apply:
(a) The SPV shall raise capital only from equity investment from the scheme of SM
REIT.
(b) The SPV may raise funds by way of borrowings from the scheme of SM REIT.
(c) For a scheme of SM REIT opting to utilize leverage in accordance with sub-
regulation (2), the SPV(s) under such scheme may undertake leverage through
external borrowings or issuance of debt securities under Securities and Exchange
Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021.
(5) For a scheme of SM REIT opting to utilize leverage in accordance with sub-
regulation (2), the total borrowings and deferred payments net of cash and cash equivalents,
at the scheme level, shall not exceed forty nine per cent. of the value of the scheme assets:
Provided that if the total borrowings and deferred payments net of cash and cash equivalents,
at the scheme level, exceeds twenty five per cent. of the value of the scheme assets, then for
any further borrowings, -
(a) credit rating shall be obtained from a credit rating agency registered with the
Board; and
(b) approval of unit holders shall be obtained in the manner as specified in regulation
26ZM.
Maintenance of website.
26V. (1) The investment manager shall, at all times, maintain a functioning website of
SM REIT.
(2) The investment manager shall specify on the website, the details of all the schemes
of the SM REIT and details of the real estate assets and properties proposed to be acquired
or acquired and held under each scheme, and such other details as may be specified from
time to time by the Board.
(3) The investment manager shall provide the link to the scheme offer document for the
investors on the website of the SM REIT.
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(4) The investment manager shall ensure that the trademark, brand name, website and
other medium of communication of the SM REIT are used exclusively for the activities of
SM REIT and no links or information about any other entity, structure or person shall be
made available on its website or on any other medium of communication.
Issue period.
26W. The issue period shall not be more than thirty days.
Dematerialization.
26X. (1) The SM REIT shall issue units of its scheme only in dematerialized form.
(2) The investments of scheme of the SM REIT in SPV(s) shall be held in

dematerialized form.
Subscriptions from investors.
26Y. (1) The investment manager of the SM REIT shall use the book building platform
of designated stock exchange to accept bids from investors for units of the scheme of the
SM REIT, where the amount shall be blocked through the Application Supported by Blocked
Amount mechanism.
(2) The investment manager of the SM REIT shall provide the web-link of the
platform of the designated stock exchange for subscription of units of the scheme of the SM
REIT, on the website of SM REIT.
(3) The minimum subscription amount from any investor in any offer shall be rupees
ten lakhs or such amount as may be specified by the Board from time to time.
Advertisements.
26Z. (1) The SM REIT may issue an advertisement pertaining to the issue of units of
a scheme.
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(2) The public communication including advertisement, publicity material, research reports,
etc. concerned with the issue shall not be misleading and shall not contain any matter
extraneous to the contents of the scheme offer document.
Explanation. – Public communication includes corporate, project and issue related

advertisements of the SM REIT, interviews, blogs, and social media posts by its investment
manager and its trustee, directors of any of the parties to the SM REIT, duly authorized
employees or representatives of the SM REIT or its investment manager, documentaries
about the SM REIT or its investment manager, periodical reports, press releases, etc.
(3) The investment manager shall, on behalf of the SM REIT, make prompt, true and fair
disclosure of all such developments taking place between the date of filing scheme offer
document with the Board and the date of allotment of units, which may have a material effect
on the scheme of the SM REIT, by issuing public notices on the website of the SM REIT
and designated stock exchanges and in all the newspapers in which the pre-issue
advertisement was released.
(4) In respect of all public communications, the investment manager on behalf of the
scheme of the SM REIT shall obtain approval from the merchant bankers responsible for
marketing the issue.
(5) Each public communication shall, –
(a) be truthful, fair and shall not be manipulative or deceptive or distorted;
(b) not contain any statement or promise which is untrue or misleading;
(c) reproduce all information in full and disclose all relevant facts relating to any
information contained in an scheme offer document and not be restricted to select
extracts;
(d) be set forth in a clear, concise and understandable language;
(e) not include any issue slogans or brand names for the issue except the normal
commercial name of the investment manager;
(f) not use extensive technical, legal terminology or complex language and excessive
details which may distract the investor;
(g) not contain statements which promise or guarantee rapid increase in profits, yield
or returns;
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(h) not display models, celebrities, fictional characters, landmarks or caricatures or
the likes;
(i) not appear in the form of crawlers i.e., the advertisements which run
simultaneously with the programme in a narrow strip at the bottom of the
television screen, on television;
(j) not scroll the risk factors on the television screen in any issue advertisement on
television screen, and the advertisement shall advise the viewers to refer to the
scheme offer document for details;
(k) not contain expletives or non-factual and unsubstantiated titles; and
(l) state the risk factors with equal importance in all respects including print size of
not less than point seven size, if the advertisement contains highlights.
(6) No such public communication issued during the issue period shall give any
impression that the issue has been fully subscribed or oversubscribed.
(7) No such public communication shall contain any offer of incentives, whether direct
or indirect, in any manner, whether in cash or kind or services or otherwise.
Prohibition on payment of incentives.
26ZA. No person connected with the issue of units of the scheme of the SM REIT shall offer
any incentive, whether direct or indirect, in any manner, whether in cash or kind or services
or otherwise to any person for making an application in the issue, except for fees or
commission for services rendered in relation to the issue.
Lock-in requirements.
26ZB. (1) The minimum unitholding requirement applicable to the investment manager
for the period of first three years commencing from the date of listing of units in the initial
offer till the end of the third year from the date of listing of units in the initial offer, shall be
as under:
(a) in a scheme of the SM REIT which has opted not to undertake leverage as per
disclosures in the scheme offer document filed for initial offer, the investment manager
shall hold at least five per cent. of the total outstanding units at all times;
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(b) in a scheme of the SM REIT which has opted to undertake leverage as per disclosures
in the scheme offer document filed for initial offer, the investment manager shall hold
at least fifteen per cent. of the total outstanding units at all times:
Provided that any holding in excess of fifteen per cent. or five per cent., as the case may be,
shall be held by the investment manager for a period of at least one year from the date of
listing of units issued in the initial offer.
(2) The investment manager shall hold at least five per cent. of the total outstanding units
in each scheme of the SM REIT, at all times, for a period of two years commencing from
the fourth year of the date of listing of units in the initial offer till the end of fifth year from
the date of listing of units issued in the initial offer.
(3) The investment manager shall hold at least three per cent. of the total outstanding
units in each scheme of the SM REIT, at all times, for a period of five years commencing
from the sixth year of the date of listing of units in the initial offer till the end of tenth year
from the date of listing of units issued in the initial offer.
(4) The investment manager shall hold at least two per cent. of the total outstanding units
in each scheme of the SM REIT, at all times, for a period of ten years commencing from the
eleventh year of the date of listing of units in the initial offer till the end of twentieth year
from the date of listing of units issued in the initial offer.
(5) The investment manager shall hold at least one per cent. of the total outstanding units
in each scheme of the SM REIT, at all times, after the completion of twentieth year from the
date of listing of units issued in the initial offer.
(6) The units in which holding is required to be maintained under this regulation shall
be unencumbered and locked-in.
(7) Notwithstanding anything contained in this regulation, the units issued to investors
against swap of securities allotted prior to the date of this chapter coming into force by an
SM REIT that has received a certificate of registration pursuant to an application made under
sub-regulation (1) of regulation 26N, shall not be considered for calculating the total
outstanding units of the schemes of the SM REIT under this regulation.
Allotment procedure and basis of allotment.
26ZC. (1) On receipt of the sum payable on application, the investment manager shall, on
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behalf of the scheme of the SM REIT, allot the units to the applicants.
(2) The authorized representatives of the designated stock exchange along with the post issue
merchant bankers and registrars to the issue of the scheme of the SM REIT shall ensure that
the basis of allotment is finalized in a fair and proper manner.
Allotment and listing.
26ZD. (1) The units of the scheme of the SM REIT shall be mandatorily listed on the
recognized stock exchange(s) having nationwide trading terminals.
(2) The units of the SM REIT of the particular scheme shall be allotted and listed with such
timelines as may be specified by the Board from time to time:
Provided that if the investment manager fails to allot or list units within the specified
timelines, the investment manager shall pay interest to investors at the rate of fifteen per cent.
per annum and such interest shall not be recovered in the form of fees or any other form
payable to the investment manager by the SM REIT.
(3) The listing of the units of the scheme of the SM REIT shall be in accordance with the
listing agreement entered into between the SM REIT and the designated stock exchange.
(4) The units of the scheme of the SM REIT listed in designated stock exchanges shall be
traded, cleared and settled in accordance with the bye-laws of concerned stock exchanges and
such conditions as may be specified by the Board.
(5) No person, other than investment manager, its related parties and its associates, shall
hold units of a scheme of the SM REIT which taken together with units held by him and by
persons acting in concert with him in such scheme of the SM REIT, exceed twenty-five per
cent of the total outstanding units of such scheme of the SM REIT.
Filing of post issue report.
26ZE. The merchant banker shall submit post-issue report, along with due diligence
certificate, within seven working days of the date of finalization of allotment or within seven
working days of refund of money in case of failure of issue, as per the format and in such
manner as may be specified by the Board.
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Minimum public unitholding.
26ZF. (1) The minimum offer and allotment to the public in each scheme of SM REIT
shall be at least twenty-five per cent. of the total outstanding units of such scheme.
(2) The minimum public holding for the units of each scheme of SM REIT shall be in
accordance with sub-regulation (1), failing which action may be taken as may be specified
by the Board and by the designated stock exchange including delisting of units under
regulation 26ZI.
Maintenance of books and records on book building process.
26ZG. (1) The merchant banker shall maintain a final book of demand showing the
result of the allocation process.
(2) The merchant banker(s) and other intermediaries associated in the book building
process shall maintain records of the book building process.
(3) The Board may inspect the records, books and documents relating to the book
building process and the merchant banker and other intermediaries shall extend full co-
operation.
Other obligations of post-issue merchant banker.
26ZH. (1) The obligations of the post-issue merchant banker(s) with respect to all
matters relating to post-issue, including refund, allotment, payment of interest to applicants
in case of delayed allotment or refund, shall be as per the disclosure in the scheme offer
document.
(2) The post-issue merchant banker(s) shall regularly monitor redressal of investor
grievances relating to post-issue activities such as allotment, refund, etc. in such manner as
may be specified by the Board.
(3) The post-issue merchant banker(s) shall ensure that advertisement giving details
relating to oversubscription, basis of allotment, number, value and percentage of all
applications, number, value and percentage of successful allottees for all applications, date
of completion of dispatch of refund orders or instructions to Self-Certified Syndicate Banks
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by the Registrar, date of dispatch of certificates and date of filing of listing application, etc.
is released within ten days from the date of completion of the post-issue activities on the
websites of the SM REIT and designated stock exchanges, and in all the newspapers in which
the pre-issue advertisement was released, if applicable.
(4) The post-issue merchant banker(s) shall ensure that SM REIT, its advisors and brokers,
and other persons connected with the issue do not publish any advertisement stating that issue
has been oversubscribed or indicating investors’ response to the issue, during the period when
the public issue is still open for subscription by the public.
(5) The post-issue merchant banker(s) shall continue to be responsible for post-issue
activities till the subscribers have received credit to their demat account or refund of
application moneys and the listing agreement is entered into by the SM REIT with the
designated stock exchange and listing or trading permission is obtained.
Delisting of units
26ZI. (1) The investment manager shall apply for delisting of units of the scheme of the
SM REIT to the Board and the designated stock exchanges if, –
(a) the per cent. of units held by the public in the scheme of the SM REIT falls below
the limits specified under sub-regulation (2) of regulation 26ZF;
(b) there are no projects or assets remaining under the scheme of the SM REIT for a
period exceeding six months:
Provided that the period may be extended by further six months, with the approval
of unitholders in the manner as specified in regulation 26ZM;
(c) the Board or the designated stock exchanges require such delisting for violation of
the listing agreement or these regulations or the Act or in the interest of the unit
holders;
(d) the investment manager and trustee requests such delisting and such request has been
approved by unit holders in accordance with sub-regulation (10) of regulation 26ZM;
(e) unit holders apply for such delisting in accordance with regulation 26ZM.
(2) The Board and the designated stock exchanges may consider such an application for
approval or rejection, as may be appropriate, in the interest of the unit holders.
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(3) Notwithstanding anything in sub-regulation (1) of this regulation, the Board, instead of
requiring delisting of the units, if it deems fit, may provide additional time to the SM REIT or
parties to the SM REIT to comply with regulations.
(4) The Board may reject the application for delisting and take any other action, as it deems
fit, under these regulations or the Act for violation of the listing agreement or these regulations
or the Act.
(5) The procedure for delisting of units of scheme of the SM REIT including provision of
exit option to the unit holders shall be in accordance with the listing agreement and in
accordance with procedure as may be specified by the Board and by the designated stock
exchanges from time to time.
(6) The investment manager of scheme of the SM REIT shall sell the assets of the scheme in
order to redeem the units of the unitholders for the purpose of delisting of units of the scheme
of the SM REIT and shall wind up the scheme of the SM REIT, in such manner as may be
specified by the Board.
(7) If all schemes of SM REIT are delisted, the SM REIT shall surrender its certificate of
registration to the Board and shall no longer undertake activity of a SM REIT:
Provided that the SM REIT and parties to the SM REIT shall continue to be liable for all their
acts of omissions and commissions committed prior to the surrender of the certification, with
respect to activities of the SM REIT or its schemes notwithstanding such surrender.
Valuation of assets.
26ZJ. (1) The investment manager shall ensure that valuer shall carry out the full
comprehensive valuation of the assets of each scheme of the SM REIT on an annual basis,
and submits its report to the investment manager within two months from the end of the
financial year:
Provided that in case of any material development that may have an impact on the valuation
of the assets of the scheme of the SM REIT, the investment manager shall require the valuer
to undertake full comprehensive valuation of the property under consideration within two
months from the date of such event.
(2) The investment manager shall ensure that the valuer is not an associate of the investment
manager or trustee of the SM REIT and that the signatory to the valuation reports has at least
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five years of experience in valuation of real estate, and possesses such other qualifications,
experience and track-record that the Board may specify from time to time.
(3) The investment manager shall ensure that the valuer, for the purposes of the valuation,
undertakes a full comprehensive valuation of all assets, which shall also include physical
inspection of each property of the scheme.
(4) The investment manager shall ensure that valuer, in its full valuation report, includes
the disclosures as specified in Schedule V to these regulations.
(5) The net asset value of each scheme shall be required to be declared and disclosed to the
recognized stock exchanges based on the latest valuation report as on March 31st and upon
occurrence of any material development.
(6) The investment manager shall submit the valuation reports to the trustee, designated
stock exchanges and unit holders within one working day from the receipt of such valuation
reports.
(7) Prior to any issue of units to the public and any other issue of units in the scheme as may
be specified by the Board, the investment manager shall require the valuer to undertake full
valuation of the particular scheme of SM REIT assets and include a summary of the report
in the scheme offer document:
Provided that such valuation report shall not be more than six months old at the time of such
offer and no material changes have occurred thereafter.
(8) The investment manager shall ensure that no valuer undertakes valuation of the
properties of the schemes of the SM REIT for more than four years consecutively:
Provided that the valuer may be reappointed after a period of not less than two years has
elapsed from the date it ceases to be the valuer of the SM REIT.
(9) For any purchase of a new property or sale of an existing property, the investment
manager shall require the valuer to undertake a full comprehensive valuation of that property.
(10) The investment manager shall ensure that the valuer does not value any assets, which it
has valued within the preceding twelve months prior to the acquisition of the asset by the
scheme of the SM REIT.
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Explanation.– For the purposes of this sub-regulation, it is hereby clarified that nothing in
this sub-regulation shall apply if the valuer had been engaged by the SM REIT for the
acquisition or disposal of the asset that is to be valued.
Distributions.
26ZK. (1) With respect to distributions made by the scheme of SM REIT and SPV, the
investment manager shall ensure, –
(a) not less than ninety-five per cent. of net distributable cash flows of the SPV are
distributed to the scheme of SM REIT subject to applicable provisions in the
Companies Act, 2013:
Provided that the amount retained by the SPV shall be utilized only in such manner as
may be specified by the Board from time to time;
(b) hundred per cent. of the net distributable cash flows of the scheme of SM REIT shall
be distributed to the unit holders;
(c) the distributions are declared at least once in every quarter of the financial year and
not later than fifteen working days from the end of the quarter;
(d) the distributions are paid to the unitholders within seven working days of such
declaration.
(2) If the investment manager fails to make payment within the said timelines, then the
investment manager shall pay interest at the rate of fifteen per cent. per annum to the
unitholders, for the delayed period and such excess interest shall not be recovered by the
investment manager from the SM REIT in any form.
Related party transactions.
26ZL. The SM REITs shall not enter into any transaction with related parties including
transactions for facility management and property management:
Provided that nothing in this regulation shall apply to payment of fees by the SM REIT to
the investment manager and the trustee for carrying on the activities of the REIT.
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Rights and meetings of unit holders.
26ZM. (1) The unitholders of the scheme shall have the right to receive distributions as
provided for in the scheme offer document, subject to the provisions of this chapter.
(2) With respect to any matter requiring approval of the unit holders, –
(a) a resolution shall be considered as passed when the votes cast by unit holders, so
entitled and voting, in favour of the resolution exceed a certain percentage or
criteria as specified in these regulations;
(b) the unitholders of the scheme shall have the right to vote in any unitholders’
meeting of that particular scheme of SM REIT;
(c) in case the scheme of the SM REIT proposes to purchase a property or proposes
to sell a property at a value which is greater than one hundred and five per cent.
or less than ninety five per cent. of the value of property as assessed by the valuer
respectively, approval from unitholders shall be required wherein votes cast in
favour of the resolution shall be at least three times the number of votes cast,
against the resolution;
(d) the investment manager shall also provide the option to the unitholders to vote
either by way of post or through electronic mode;
(e) a notice of not less than twenty one clear days shall be provided to the unit holders:
Provided that a meeting of the unit holders of each scheme may be called after
giving shorter notice, if consent, in writing or by electronic mode, is accorded
thereto, by not less than ninety-five per cent of the unit holders of the scheme
entitled to vote at such meeting;
(f) no person who is interested in any transaction as well as associates of such

person(s) shall vote on any matter related to that transaction;
(g) investment manager shall be responsible for all the activities pertaining to the
meeting of the unit holders of scheme, subject to oversight of the trustee:
Provided that in issues pertaining to the investment manager including change in

the investment manager, removal of the investment manager, change in control of
the investment manager, the trustee shall convene and handle all activities
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pertaining to conduct of the meetings of unit holders:
Provided further that in respect of issues pertaining to the trustee including change
in the trustee, the trustee shall not be involved in any manner in the conduct of the
meeting.
(3) An annual meeting of unit holders of each scheme shall be held at least once every year,
within one hundred and twenty days from the end of financial year and the time between two
meetings shall not exceed fifteen months.
(4) The investment manager or the trustee, as applicable, of the SM REIT shall conduct the
meetings in accordance with the procedure as may be specified by the Board.
(5) The investment manager of a SM REIT may conduct meeting of unitholders of each
scheme through video conferencing or through other audio-visual means.
(6) In the annual meeting of unitholders of each scheme, the investment manager shall place
following matters before the unit holders for consideration of:
(a) latest annual accounts and audit report of the SM REIT and its schemes, and a report
on performance of the scheme of the SM REIT;
(b) the appointment of, and the fixing of the fees of the auditor and the valuer; and
(c) the latest valuation reports.
(7) The matters mentioned in sub-regulation (6) of this regulation shall require approval of
unitholders of the scheme, where votes cast in favour of the resolution shall be more than the
votes cast against the resolution.
(8) Any information that is required to be disclosed to the unitholders of each scheme may
also be taken up in the annual meeting of the unitholders of such scheme.
(9) Approval from unitholders of the concerned scheme shall be required, where votes cast in
favour of the resolution shall be more than the votes cast against the resolution, in case of
following items,–
(a) any transaction, value of which is equal to or greater than ten per cent. of the value
of the assets of the particular scheme of SM REIT;
(b) any borrowing in excess of limit specified under proviso to sub-regulation (5) of
regulation 26U;
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(c) any issue for which the Board or the recognized stock exchanges require such
approval under this sub-regulation;
(d) any issue, in the ordinary course of business, which in the opinion of the Investment
Manager or Trustee, is material and requires approval of the unitholders.
(10) Approval from the unitholders of the scheme of the SM REIT shall be required, where
votes cast in favour of the resolution shall not be less than one and a half times the votes cast
against the resolution in case of the following items, –
(a) any change in investment manager including removal of the investment manager or
change in control of the investment manager;
(b) any material change in investment strategy or any change in the fees payable to the
investment manager by the SM REIT;
(c) any issue of units after initial offer by a scheme of SM REIT, in whatever form;
(d) the trustee and investment manager proposing to seek voluntary delisting of units of
the scheme of the SM REIT;
(e) any issue, not in the ordinary course of business, which in the opinion of the
investment manager or trustee requires approval of the unitholders;
(f) any issue, which in the opinion of the Board or the recognized stock exchanges,
requires approval under this sub-regulation;
(g) removal of the auditor or valuer and appointment of another auditor or valuer to the
SM REIT;
(h) change in the trustee;
(i) delisting of the scheme of the SM REIT if the unit holders have sufficient reason to
believe that such delisting would act in the interest of the unitholders; and
(j) extension of time period as specified under clause (b) of sub-regulation (1) of
regulation 26ZI.
(11) The unitholders of the scheme of SM REIT may request any matter to be taken up in the
unitholders’ meeting of such scheme if ten per cent. of the unitholders of a particular scheme
by value, apply in writing, to the trustee and the trustee shall require the investment manager
to place the matter for voting in accordance with these regulations:
Provided that the request of the unitholders of a scheme for change in the trustee shall be sent,
in writing, to the investment manager, who shall, on receipt of such a request, place the matter
for voting in the manner as specified in accordance with these regulations.
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Investor Grievance Redress
26ZN. The investment manager shall abide by the guidelines and circulars issued by the
Board in relation to the SCORES and Online Dispute Resolution for resolution of investor
grievances and disputes, including depositing such amount with the designated body as may
be specified by the Board.]
CHAPTER VII
INSPECTION
Boards right to inspect.
27. The Board may suo motu or upon receipt of information or complaint appoint one or more
persons as inspecting officers to undertake inspection of the books of accounts, records and
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documents relating to activity of the REIT [ or holdco or SPVs or parties to the REIT] for
any of the following reasons, namely,-
(a) to ensure that the books of account, records and documents are being maintained by the
REIT or parties to the REIT in the manner specified in these regulations;
(b) to inspect into complaints received from unit holders, clients or any other person, on any
matter having a bearing on the activities of the REIT;
(c) to ascertain whether the provisions of the Act and these regulations are being complied
with by the REIT and parties to the REIT;
(d) to inspect suo motu into the affairs of the REIT, in the interest of the securities market or
in the interest of investors.
Notice before inspection.

28. (1) Before ordering an inspection under regulation 27, the Board shall give not less than
ten days notice to the trustee of the REIT.
(2) Notwithstanding anything contained in sub-regulation (1), where the Board is satisfied that
in the interest of the investors no such notice should be given, it may, by an order in writing,
direct that the inspection of the affairs of the REIT be taken up without such notice.
252
89
(3) During the course of an inspection, the REIT against whom the inspection is being carried
out and parties to the REIT shall be bound to discharge their obligations as provided in
regulation 29.
Obligation of REIT, parties to the REIT and any other associate persons on inspection.
29. (1) It shall be the duty of every REIT in respect of whom an inspection has been ordered
under the regulation 27, parties to the REIT and any other associate person who is in possession
of relevant information pertaining to conduct and affairs of such REIT, including representative
of REIT, if any, to produce to the inspecting officer such books, accounts and other documents
in his custody or control and furnish him with such statements and information as the inspecting
officer may require for the purposes of inspection.
(2) It shall be the duty of every REIT, parties to the REIT and any other associate person who
is in possession of relevant information pertaining to conduct and affairs of the REIT to give
to the Inspecting Officer all such assistance and to extend all such co-operation as may be
required in connection with the inspection and to furnish such information as may be sought
by the inspecting officer in connection with the inspection.
(3) The inspecting officer shall, for the purposes of inspection, have power to examine on oath
and record the statement of any employees and directors of the REIT or parties to the REIT or
253
[ holdco or SPV(s) or] any person responsible for or connected with the activities of REIT
or any other associated person having relevant information pertaining to such REIT.
(4) The inspecting officer shall, for the purposes of inspection, have power to obtain
authenticated copies of documents, books, accounts of REIT, from any person having control
or custody of such documents, books or accounts.
Submission of report to the Board.
30. The inspecting officer shall, as soon as possible, on completion of the inspection submit
an inspection report to the Board:
Provided that if directed to do so by the Board, he may submit an interim report.
Communication of findings etc. to the REIT.

31. The Board may after consideration of the inspection report and after giving reasonable
opportunity of hearing to the REITs or parties to the REIT or its representatives or any such
253
90
person, issue such directions as it deems fit in the interest of securities market or the investors
in the nature of,-
(a) requiring the REIT to delist its units from the designated stock exchanges and surrender
its certificate of registration;
(b) requiring the REIT to sell its assets;
(c) requiring the REIT or parties to the REIT to take such action as may be in the interest
of the investors;
(d) prohibiting the REIT or parties to the REIT from operating in the capital market or
from accessing the capital market for a specified period.
CHAPTER VIII
PROCEDURE FOR ACTION IN CASE OF DEFAULT
Liability for action in case of default.
32. A REIT or parties to the REIT or any other person involved in the activity of the REIT who
contravenes any of the provisions of the Act or these regulations, notifications, guidelines,
circulars or instructions issued thereunder by the Board shall be liable for one or more actions
specified therein including any action provided under the Securities and Exchange Board of
India (Intermediaries) Regulations, 2008.
254[CHAPTER VIII-A
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
Exemption from enforcement of the regulations in special cases.

32A. (1) The Board may, exempt any person or class of persons from the operation of all or
any of the provisions of these regulations for a period as may be specified but not exceeding
255
twelve months, for furthering innovation [***] relating to testing new products, processes,
services, business models, etc. in live environment of regulatory sandbox in the securities
markets.
254
Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulation, w.e.f. 17-04-2020.
The words “in technological aspects” omitted by the SEBI (Regulatory Sandbox) (Amendment) Regulations,
255
2021 w.e.f. 3-8-2021.
91
(2) Any exemption granted by the Board under sub-regulation (1) shall be subject to the
applicant satisfying such conditions as may be specified by the Board including conditions to
be complied with on a continuous basis.
Explanation. — For the purposes of these regulations, "regulatory sandbox" means a live
testing environment where new products, processes, services, business models, etc. may be
deployed on a limited set of eligible customers for a specified period of time, for furthering
innovation in the securities market, subject to such conditions as may be specified by the
Board.]
CHAPTER IX
MISCELLANEOUS
Power of the Board to issue clarifications.

33. In order to remove any difficulties in the application or interpretation of these regulations,
the Board may issue clarifications and guidelines in the manner as may be appropriate.
256
[Power to relax strict enforcement of Regulations
(33A) The Board may, in the interest of investors or for the development of the securities
market, relax the strict enforcement of any requirement of these regulations, if the Board is
satisfied that
(a) requirement is procedural or technical in nature; or

(b) the requirement may cause undue hardship to investors; or
(c) the disclosure requirement is not relevant for a particular industry or class of listed
entities; or
(d) the non-compliance was caused due to factors beyond the control of the issuer; or
(e) such relaxation will be in the interest of securities market257[; or]
258
[(f)] any provision of Act(s), Rule(s), regulation(s) under which the listed entity is
established or is governed by, is required to be given precedence to]
Amendments to other regulations.
256
257
258
Clause number inserted ibid
92
34. The regulations specified in the Schedule VII to these regulations shall be amended in the
manner and to the extent stated therein.
93
SCHEDULE I
FORMS
FORM A
Securities and Exchange Board of India
(Real Estate Investment Trusts) Regulations, 2014
Application for Grant of Certificate of Registration as Real Estate Investment Trust
[See Regulation 3(2)]

SEBI Bhavan, C4-A, G Block, Bandra Kurla Complex, Mumbai 400051 - India
INSTRUCTIONS
1. This form is meant for use by the applicant for grant of certificate of registration as a Real
Estate Investment Trust.
2. The applicant should complete this form, and submit it, along with all supporting
documents to the Board.
3. This application form should be filled in accordance with these regulations.
4. The application shall be considered by the Board provided it is complete in all respects.
5. All answers must be legible and all the pages must be numbered with signature/ stamp on
each page of the form.
6. Information which needs to be supplied in more detail may be given on separate sheets
which should be attached to the application form and appropriately numbered.
7. The application must be signed and all signatures must be original.
8. The application must be accompanied by an application fee as specified in the Second
Schedule to these regulations.
1. GENERAL INFORMATION
(a) Name, address, telephone number(s), fax number(s), e-mail address of the REIT
(b) Name, direct line number, mobile number and e-mail of the contact person(s)
94
259 260
(c) Whether the [trust] [/] sponsor(s)/261[***] manager 262
[ or their associates or
sponsor group(s)/ trustee] is/ are registered with SEBI, RBI or any other regulatory
authority in any capacity along with the details of its registration
(d) Details of infrastructure for conducting activities as an Real Estate Investment Trust
2. 263[DETAILS OF TRUST]
(a) Write-up on the activities of the 264[trust]
(b) Whether the Trust Deed is registered under the provisions of the Registration Act,
1908
(c) Whether the Trust Deed has its main objective as undertaking activity of REIT and
includes responsibilities of the Trustee in accordance with Regulation 9 of these
Regulations (Enclose relevant extract of the Registered Trust Deed)
(d) Whether any unit holder of the REIT enjoys preferential voting or any other rights
over another unit holder
(e) Whether there are multiple classes of units of REIT
3. DETAILS OF TRUSTEE
(a) Name, address of registered office, address for correspondence and principal place
of business, telephone number(s), fax number(s), e-mail address of the Trustee.
(c) Brief write up on the activities of the trustee
(d) Details of registration as a Debenture Trustee
265
(e) [***]
(f) Details of infrastructure, personnel, etc. relevant to the activity as trustee of the
REIT
(g) Identity and Address proof of the trustee and its directors
(h) Whether the Trustee Company is registered with any regulatory authority other than
SEBI in any capacity along with the details of its registration
259
Substituted for the word “applicant” by the Securities and Exchange Board of India (Real Estate Investment
260
Substituted “or its associates or its”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations,
2016, w.e.f. 30.11.2016
261
Omitted “trustee/” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
262
263
Substititted for the heading “DETAILS OF APPLICANT” by the Securities and Exchange Board of India (Real
Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
264
Substituted ibid.
265
Prior to its omission, sub paragraph (e) read as under : “List of associates of the trustee”
95
266
[(i) Copy of the executed Trust Deed]
4. DETAILS OF SPONSOR(S) (Provide details for every sponsor separately)

(a) Name, address of registered office, address for correspondence and principal place
of business, telephone number(s), fax number(s), e-mail address of the sponsor(s)
(c) Legal status of the sponsor, date and place of incorporation/ establishment, wherever
applicable
(d) In case of sponsor being individual(s), provide a brief profile of the sponsor
including professional qualification. In case of sponsor(s) being other than
individual, write up on holding pattern and profile of the directors/partners including
their professional qualification
(e) Identity proof and address proof of the sponsor (if sponsor is an individual)/ directors
of Sponsor (s)(if sponsor is a company)/ partners of the Sponsor(s) (if sponsor is an
LLP)
(f) Write up on the activities of the sponsor/its associates including past experience in
development of real estate or fund management in the real estate industry
(g) Whether the Sponsor has floated any REITs previously, which are registered with
SEBI. If yes, details of the same
(h) Proposed holding of the sponsor in the REIT on post-issue basis
(i) Copies of the financial statements for the previous financial year
(j) Net-worth certificate of sponsor(s) by a Chartered Accountant, not more than six
months old
5. DETAILS OF MANAGER
(a) Name, address of the registered office address for correspondence, telephone
number(s), fax number(s), of the Manager
(c) Legal status, date and place of incorporation/ establishment, wherever applicable
(d) Copy of 267[executed] Investment Management agreement
266
Regulations, 2018, w.e.f. 10.04.2018.
267
Regulations, 2018, w.e.f. 10.04.2018.
96
(e) Write up on the activities of the Manager/ its associates including past experience in
fund management/ advisory services/property management in the real estate industry
or in development of real estate
(f) List of Directors/ Members of Governing Board
(g) Identity proof and address proof of the manager, its directors or partners
(h) Shareholding/partnership interests and profile of the directors /partners
(i) Details of the key personnel including experience and professional qualification
(j) Copies of the financial statements for the previous financial year
(k) Net-worth certificate of manager by a Chartered Accountant, not more than six
months old
(l) Whether the Manager has acted as manager to any REIT previously, which are
registered with SEBI. If yes, details of the same
6. DETAILS OF BUSINESS PLAN AND INVESTMENT STRATEGY
(a) Investment objective and investment style
(b) Details of proposed initial offer 268[***].
(c) Brief details of the assets proposed to be held under REIT
269
(d) Details of leverage at [holdco and /or SPV(s)] and REIT level (current and
proposed)
(e) Fee structure
7. DETAILS OF REGULATORY ACTION TAKEN IN THE PAST, IF ANY
270
(a) Whether the [ REIT or the parties to the REIT or their directors/ members of
governing board] are / were involved in any litigation connected with the securities
271
market which may have an adverse bearing on the business of the [REIT] or any
order has/ had been passed against them for violation of securities laws. (If Yes,
provide details. If No, enclose a declaration to that effect)
(b) Whether any disciplinary action has been taken by the Board or any other regulatory
authority against the 272[ REIT or the parties to the REIT or their directors/ members
268
Omitted “including copy of the draft initial offer document” by the SEBI (Real Estate Investment Trusts)
269
Substituted “SPV” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
270
Substituted “applicant or any of its related party(ies)” by the SEBI (Real Estate Investment Trusts)
271
272
97
of governing board] under any Act or the Regulations/guidelines made thereunder
(If Yes, provide details. If No, enclose a declaration to that effect)
(c) Whether 273[REIT or the parties to the REIT or their directors/ members of governing
board] has/ have been refused a certificate by the Board or its/ their certificate has
been suspended at any time prior to this application. (If Yes, provide details. If No,
enclose a declaration to that effect)
8. OTHER INFORMATION/DECLARATIONS
(a) Declaration that the sponsor(s) shall individually hold not less than 5% of the units
of the REIT on post initial offer basis
274
(b) Declaration that the [REIT and parties to the REIT] are fit and proper persons
based on the criteria specified in the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008
DECLARATION STATEMENT (TO BE GIVEN AS BELOW)
We hereby agree and declare that the information supplied in the application, including the
attachment sheets, is complete and true.
AND we further agree that, we shall notify the Securities and Exchange Board of India
immediately any change in the information provided in the application.
We further agree that we shall comply with, and be bound by the Securities and Exchange
Board of India Act, 1992, and the Securities and Exchange Board of India (Real Estate
Investment Trusts) Regulations, 2014, and any other regulations, guidelines or circulars as may
be notified or issued by the Securities and Exchange Board of India from time to time.
We further agree that as a condition of registration, we shall abide by such operational
instructions/directives as may be issued by the Securities and Exchange Board of India from
time to time.
For and on behalf of____________________________________________________

(Name of the applicant)
273
274
Substituted for the words “applicant, Sponsor and Manager” by the Securities and Exchange Board of India
(Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
98
Authorized signatory
(Signature)
FORM B
(Real Estate Investment Trusts) Regulations, 2014
[See regulation 6(1)]
Certificate of registration as a Real Estate Investment Trust
I. In exercise of the powers conferred by sub-section (1) of section 12 of the Securities and
Exchange Board of India Act, 1992 (15 of 1992), read with the regulations made there under,
the Board hereby grants a certificate of registration to
_______________________________________________________________
as a Real Estate Investment Trust subject to the conditions specified in the Act and in the
regulations made thereunder.
II. The Registration Number of the Real Estate Investment Trust is:
_____________.
Date :
Place :
By Order
Sd/-
For and on behalf of
99
275[SCHEDULE IA
FORMS APPLICABLE TO SM REITS
FORM A
Securities and Exchange Board of India (Real Estate

Investment Trusts) Regulations, 2014
Application for Grant of Certificate of Registration as Small and

Medium (SM) Real Estate Investment Trust
[See Regulation 26I (1)]
SEBI Bhavan, Plot C4-A, G Block, Bandra Kurla Complex, Mumbai 400051 - India
INSTRUCTIONS
1. This form is meant for use by the applicant for grant of certificate of registration
as a SM REIT.
2. The applicant should complete this form, and submit it, along with all supporting
documents to the Board.
3. This application form should be filled in accordance with these regulations.
4. The application shall be considered by the Board provided it is complete in all

respects.
5. All answers must be legible and all the pages must be numbered with signature/
stamp on each page of the form.
6. Information which needs to be supplied in more detail may be given on separate

sheets which should be attached to the application form and appropriately
numbered.
7. The application must be signed and all signatures must be original.
8. The application must be accompanied by an application fee as specified in the

Schedule IIA to these regulations.
275
Regulations, 2024 w.e.f. 08.03.2024.
100
I. GENERAL INFORMATION
(a) Name, address, telephone number(s), fax number(s), e-mail address of the
SM REIT
(b) Name, direct line number, mobile number and e-mail of the contact
person(s)
(c) Whether the trust / investment manager or their associates or trustee is/ are
registered with the Board, the Reserve Bank of India or any other regulatory
authority in any capacity along with the details of its registration
(d) Details of infrastructure for conducting activities as a SM REIT
II. DETAILS OF TRUST
(a) Write-up on the activities of the trust
(b) Whether the trust deed is registered under the provisions of the Registration Act,
1908
(c) Whether the trust deed has its main objective as undertaking activity of SM REIT
and includes responsibilities of the trustee in accordance with these Regulations
(Enclose relevant extract of the Registered Trust Deed)
III. DETAILS OF TRUSTEE
(a) Name, address of registered office, address for correspondence and principal
place of business, telephone number(s), fax number(s), e-mail address of the
Trustee
(c) Brief write up on the activities of the trustee
(d) Details of registration as a debenture trustee
(e) Details of infrastructure, personnel, etc. relevant to the activity as trustee of the
SM REIT
(f) Identity and address proof of the trustee and its directors
(g) Whether the trustee company is registered with any regulatory authority other
than the Board in any capacity along with the details of its registration
(h) Copy of the executed trust deed
101
IV. DETAILS OF INVESTMENT MANAGER
(a) Name, address of the registered office address for correspondence, telephone
number(s), fax number(s), of the Investment Manager
(c) Legal status, date and place of incorporation/ establishment, wherever applicable
(d) Copy of executed investment management agreement
(e) Write up on the activities of the investment manager, including past experience in
real estate industry or real estate fund management
(f) Details of the key managerial personnel including experience including past
experience real estate industry or real estate fund management, and professional
qualification
(g) List of directors
(h) Identity proof and address proof of the investment manager, its directors
(i) Shareholding and profile of the directors
(j) Copies of the financial statements for the previous financial year
(k) Net-worth certificate of investment manager by a practicing Chartered Accountant,

not more than six months old
(l) Details of net-worth held in liquid assets, as required under these regulations
(m) Whether the investment manager has acted as manager to any REIT previously,
which are registered with SEBI. If yes, details of the same
V. DETAILS OF BUSINESS PLAN AND INVESTMENT STRATEGY
(a) Investment objective and investment style
(b) Details of proposed scheme offerings
(c) Brief details of the assets proposed to be held under the scheme of the SM REIT
(d) Fee structure
(e) Migration plan of any existing persons, entities or structures to the structure of the
scheme of the SM REIT, including timelines, milestones and any other relevant
details.
102
(f) Details of current holdings and investments in real estate
(g) Details of past activities in real estate
VI. DETAILS OF REGULATORY ACTION TAKEN IN THE PAST, IF ANY
(a) Whether the SM REIT or the parties to the SM REIT or their directors are/were
involved in any litigation connected with the securities market which may have
an adverse bearing on the business of the SM REIT or any order has/ had been
passed against them for violation of securities laws. (If yes, provide details. If no,
enclose a declaration to that effect)
(b) Whether any disciplinary action has been taken by the Board or any other
regulatory authority against the SM REIT or the Parties to the SM REIT or their
promoters or directors under any Act or the Regulations/guidelines made
thereunder (If yes, provide details. If no, enclose a declaration to that effect)
(c) Whether SM REIT or the Parties to the SM REIT or their directors has/ have been
refused a certificate by the Board or its/ their certificate has been suspended at any
time prior to this application. (If yes, provide details. If no, enclose a declaration
to that effect)
VII.OTHER INFORMATION/DECLARATIONS
(a) Declaration that the investment manager shall comply with the lock-in conditions
as specified under these regulations.
(b) Declaration that the SM REIT and the parties to the SM REIT shall be fit and
proper persons based on the criteria specified in the Securities and Exchange
Board of India (Intermediaries) Regulations, 2008.
DECLARATION STATEMENT (TO BE GIVEN AS BELOW)
We hereby agree and declare that the information supplied in the application, including
the attachment sheets, is complete and true.
AND we further agree that, we shall notify the Securities and Exchange Board of India
immediately any change in the information provided in the application.
103
We further agree that we shall comply with, and be bound by the Securities and
Exchange Board of India Act, 1992, and the Securities and Exchange Board of India
(Real Estate Investment Trusts) Regulations, 2014, and any other regulations,
guidelines or circulars as may be notified or issued by the Securities and Exchange
Board of India from time to time.
We further agree that as a condition of registration, we shall abide by such operational

instructions/directives as may be issued by the Securities and Exchange Board of India
from time to time.
(Name of the applicant)
Authorized signatory
(Signature)
FORM B
Securities and Exchange Board of India (Real Estate Investment

Trusts) Regulations, 2014
[See regulation 26L (1)]
Certificate of registration as a SM REIT
I. In exercise of the powers conferred by sub-section (1) of section 12 of the Securities

and Exchange Board of India Act, 1992 (15 of 1992), read with the regulations made
there under, the Board hereby grants a certificate of registration to
as a SM Real Estate Investment Trust subject to the conditions specified in the Act
and in the regulations made thereunder.
II. The Registration Number of the SM Real Estate Investment Trust is:
Date :
104
Place :
By Order
Sd/-
105
SCHEDULE II
Securities and Exchange Board of India (Real Estate Investment Trusts)
Regulations, 2014
[See Regulation 3(2), 6(1) and 14(10)]
FEES TO BE PAID WITH RESPECT TO REGISTRATION AS A REIT
1. Every applicant shall pay non-refundable application fees of one lakh rupees along
with the application for grant of certificate of registration.
2. Every applicant shall pay as non-refundable registration fees a sum of ten lakh
rupees within fifteen days from the date of receipt of intimation from the Board.
3. REIT shall pay non-refundable filing fees of:
(a) 0.1% in case of initial and follow-on offer; and
(b) 0.05% in case of rights issue,
of the total issue size including intended retention of oversubscription at the time
of filing of draft Offer document with the Board
4. If the issue size estimated by the REIT differs from eventual issue size and
thereby:–
(a) the fees paid by the REIT is found to be deficient, the balance fee shall be
paid by the issuer 276[alongwith] filing 277[of the final offer document] with
the recognised stock exchanges, as the case may be; and
(b) if any excess fee is found to have been paid, it shall be refunded by the
Board to the REIT.
5. Such application, registration and filing fees shall be paid by the applicant/REIT
278
[by way of direct credit in the bank account through NEFT/RTGS/IMPS or any
other mode allowed by RBI or] by a demand draft in favour of 'Securities and
Exchange Board of India' payable at Mumbai or at respective regional or local
office, as may be required.
276
Substituted “within seven days of registering the prospectus with the Registrar of Companies or” by the SEBI
(Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
277
Substituted “the letter of offer” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
278
Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f.
6.3.2017.
106
279[SCHEDULE IIA
Securities and Exchange Board of India (Real Estate Investment Trusts)

Regulations, 2014
[See regulations 26I (1), 26L (1) and 26R (2)]
FEES TO BE PAID WITH RESPECT TO REGISTRATION AS SM REIT
1. Every applicant shall pay non-refundable application fees of rupees one lakh
along with the application for grant of certificate of registration.
2. Every applicant shall pay non-refundable registration fees of rupees ten lakh
within fifteen days from the date of receipt of intimation from the Board.
3. The scheme of the SM REIT, in case of initial offering or a follow on offering

shall pay non-refundable filing fees that is the higher of, rupees five lakh, and
0.1 per cent. of the total scheme issue size including intended retention of
oversubscription, at the time of filing of draft scheme offer document with the
Board.
4. If the issue size estimated by the SM REIT differs from eventual issue size and
thereby–
(a) the fees paid by the SM REIT is found to be deficient, the balance fee shall
be paid by the issuer along with filing of the final scheme offer document
with the recognized stock exchanges, as the case may be; and
(b) if any excess fee is found to have been paid to the Board, it shall be
refunded by the Board to the SM REIT.
Such application, registration and filing fees shall be paid by the applicant or SM REIT, as
applicable, by way of direct credit into the bank account through NEFT/RTGS/IMPS or
online payment using the SEBI Payment Gateway or any other mode as may be specified by
the Board from time to time.]
279
Regulations, 2024 w.e.f. 08.03.2024.
107
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. Valuer
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
108
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
280
[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
280
109
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
281
e. Details of the [holdco and/or] SPVs through which the properties are
held/proposed to be held including holding pattern, holding of REIT in the
282
[holdco and/or] SPV, rights of REIT in the 283[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-à-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
281
282
283
110
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
284
c. [***]
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
284
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”
111
285 286
b. Details of any related party transactions [which are] undertaken [ 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
287
b. Summary of the financial statements of the REIT [***], 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
288
[(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
285
286
Substitued “prior to the offer” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016.
287
Omitted “(consolidated and stand alone)” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016.
288
112
13. Title disclosures, litigations and regulatory actions
a. Title disclosure of the properties including any material litigations pertaining

to the properties
289
b. Brief description of the material litigations and regulatory actions [which
are] pending, against the REIT, sponsor290[(s)], manager, 291
[ or any of their
associates and sponsor group(s), the trustee and valuer,] if any 292[***]
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

293
a. [***]
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 294[(to be signed by the board of directors of the manager and
sponsor)]
295[20. The documents to be provided to the Board,-
a. Full valuation report, alongwith offer document
289
Substituted “, whether completed or” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations,
2016, w.e.f. 30.11.2016.
290
291
Substituted “trustee, valuer or any of their associates,” by the SEBI (Real Estate Investment Trusts)
292
Symbol and words “, in the past 5 years” omitted by the Securities and Exchange Board of India (Real Estate
293
to its omission, sub paragraph (a) read as follows:
“Full Valuation Report”
294
295
113
b. Due diligence certificate alongwith draft offer document and offer document
c. In principle approval from the exchange(s)]
114
SCHEDULE IV
MANDATORY DISCLOSURES
Mandatory Disclosures in the Annual Report
1. Manager's brief report of activities of the REIT and summary of the audited stand alone
and consolidated financial statements for the year of the REIT
2. Management discussion and analysis by the directors of the manager on activities of the
REIT during the year, forecasts and future course of action
3. Brief details of all the assets of the REIT including a break-up of real estate assets and other
assets, location of the properties, area of the properties, current tenants (not less than top
10 tenants as per value of lease), lease maturity profile, details of under-construction
properties, if any, etc.
4. Brief summary of the full valuation report as at the end of the year
5. Details of changes during the year pertaining to:
a. Addition and divestment of assets including the identity of the buyers or sellers,
purchase/sale prices and brief details of valuation for such transactions
b. Valuation of assets (as per the full valuation reports) and NAV
c. Letting of assets, occupancy, lease maturity, key tenants, etc.
d. Borrowings/ repayment of borrowings(standalone and consolidated)
e. Sponsor, manager, trustee, valuer, directors of the Trustee/manager/sponsor, etc.
f. Clauses in trust deed, investment management agreement or any other agreement
entered into pertaining to activities of REIT
g. Any other material change during the year
6. Update on development of under-construction properties, if any
7. Details of outstanding borrowings and deferred payments of REIT including any credit
rating(s), debt maturity profile, gearing ratios of the REIT on a consolidated and standalone
basis as at the end of the year
8. Debt maturity profile over each of the next 5 years and debt covenants, if any;
9. The total operating expenses of the REIT, including all fees and charges paid to the manager
and any other parties, if any during the year
10. Past performance of the REIT with respect to unit price, distributions and yield for the last
5 years, as applicable
115
11. Unit price quoted on the Designated Stock Exchanges at the beginning and end of the
financial year, the highest and lowest unit price and the average daily volume traded during
the financial year
12. 296[1]Details of all related party transactions during the year 297
[, value of which exceeds
five per cent of value of the REIT assets]
298
[2. Details regarding the monies lent by REIT to the holding company or the special
purpose vehicle in which it has investment in.]
13. Details of fund raising during the year, if any
14. 299[***]
300
[14A. Brief details of material and price sensitive information]
301
15. Brief details of material litigations and regulatory actions [which are] pending, against
the REIT, 302[ sponsor(s), manager or any of their associates and sponsor group(s) and the
trustee], if any, as at the end of the year
16. Risk factors
17. Information of the contact person of the REIT
Mandatory annexure to the annual report
1. Summary of full valuation report capturing key aspects of the report
2. Auditor's report
Mandatory disclosures in the Half-yearly report
1. All details as provided above (other than clause (2) and mandatory annexures) for annual
report for the previous half-year or as at the end of the half-year as applicable
2. Financial statements for the half year; (Standalone and consolidated). If audited statements
are not available, unaudited statements may be provided subject to disclosure to that effect
296
Sub-claue number inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017,
w.e.f. 15.12.2017
297
298
299
to its omission, paragraph 14 read as follows:
“Brief report on corporate governance”
300
301
Substituted “, whether completed or” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations,
2016, w.e.f. 30.11.2016.
302
Substituted “parties to the REIT or any of their associates” by the SEBI (Real Estate Investment Trusts)
116
3. Updated valuation report by the valuer taking into account any material developments
during the previous half-year
4. Any other material events during the half-year
SCHEDULE V
MANDATORY MINIMUM DISCLOSURES IN FULL VALUATION REPORT
The full valuation report shall include the following:
a. Name and brief details of the valuer
b. all material details in relation to the basis of valuation
c. Description and explanation of the valuation methodologies adopted including key
assumptions used, justification of the assumptions, explanation of the rationale for
choosing the particular valuation method if more than one method is or could have been
adopted, etc.
d. overall structure and condition of the relevant market including an analysis of the supply-
demand situation, the market trend and investment activities
e. For every property, the following details 303[, to the extent applicable,] shall be
mentioned:
i. Address of the property, ownership and title details including whether the
transaction is a related party transaction (Valuer may rely on the title disclosures
provided by the manager for the purpose)
ii. Location of the property (include latest pictures), formal site identification, physical
features (e.g. size, configuration, frontage, topography) site services, town
planning, etc.
iii. If the property is completed and revenue generating, the following shall be
mentioned:
1. the existing use of the property
2. a brief description of the property including age of the building, the site area,
304
[developable area, leasable area, completed area, occupied area] etc.
3. occupancy rate
iv. In case of under-construction properties, the following shall be mentioned:
303
304
Substituted for the words “gross floor area, net lettable floor area” by the Securities and Exchange Board of
India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
117
1. Stage of completion of the property
2. Statutory approvals received and pending as on date of valuation
3. Approved use of the property as per approved construction plans
v. the options or rights of pre-emption and other encumbrances concerning or affecting
the property
vi. the nature of the interest the REIT holds/proposes to hold in the property whether
freehold or leasehold, percentage of interest of the REIT in the property, remainder
of the term in case of leasehold property
vii. Date of inspection and date of valuation
viii. Qualifications and assumptions
ix. Method used for valuation
x. Valuation standards adopted for valuation of real estate assets
xi. Extent of valuer's investigations and nature and source of data to be relied upon
xii. Purchase price of the property by the REIT(for existing properties of the REIT)
xiii. Valuation of the property in the previous 3 years; (for existing properties of the
REIT)
xiv. Detailed valuation of the property as calculated by the valuer
xv. Latest ready reckoner rate (as published by the state government)
305
[xvi. List of one-time sanctions/approvals which are obtained or pending
xvii. List of up to date/overdue periodic clearances
xviii. Statement of assets included
xix. Estimates of already carried as well as proposed major repairs and
improvements along with estimated time of completion
xx. Revenue pendencies including local authority taxes associated with REIT asset
and compounding charges, if any
xxi. On-going 306[***] material litigations including tax disputes in relation to the
assets, if any
xxii. Vulnerability to natural or induced hazards that may not have been covered in
town planning/ building control]
f. any matters which may affect the property or its value
g. a declaration by the valuer that:
305
Words “and closed” omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts)
306
118
i. the valuer is competent to undertake the valuation
ii. the valuer is independent and has prepared the report on a fair and unbiased basis
iii. the valuer has valued the properties based on the valuation standards as specified
under sub-regulation 10 of 307[regulation 21] of these Regulations
307
Substituted for “regulation 20” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017,
w.e.f. 15.12.2017
119
SCHEDULE VI
[See Regulation 7(d)]
CODE OF CONDUCT FOR REIT AND PARTIES TO THE REIT
1. REIT and parties to the REIT shall conduct all affairs of the REIT in the interest of all
the unit-holders of the REIT.
2. REIT and parties to the REIT shall make adequate, accurate, explicit and timely
disclosure of relevant material information to all unit holders, Designated Stock
Exchanges and the Board in accordance with these Regulations and as may be
specified by the Designated Stock Exchanges from time to time.
3. REIT and parties to the REIT shall try to avoid conflicts of interest, as far as possible,
in managing the affairs of the REIT and keep the interest of all unit holders paramount
in all matters. In case such events cannot be avoided, it shall be ensured that
appropriate disclosures are made to the unit-holders and they are fairly treated.
4. The REIT and parties to the REIT shall ensure that the fees charged by them with
respect to activity of the REIT shall be fair and reasonable.
5. Manager shall carry out the business of the REIT and invest in accordance with the
investment objectives stated in the Offer document and take investment decisions
solely in the interest of unit holders.
6. REIT, parties to the REIT and any third party appointed by the manager shall not use
any unethical means to sell, market or induce any person to buy units of the REIT and
where a third party appointed by the manager fails to comply with this condition, the
manager shall be held liable for the same.
7. REIT and parties to the REIT shall maintain high standards of integrity and fairness in
all their dealings and in the conduct of their business,
8. REIT and parties to the REIT shall render at all times high standards of service,
exercise due diligence, ensure proper care and exercise independent professional
judgment.
9. REIT and parties to the REIT shall not make any exaggerated statement, whether oral
or written, about their qualifications/capabilities/experience/ achievements.
10. REIT and parties to the REIT shall be liable to the unit holders for their acts of
commission or omissions, notwithstanding anything contained in any contract or
agreement.
120
SCHEDULE VII
[See Regulation 34]
Amendment to Securities and Exchange Board of India (Alternative Investment Funds)

Regulations, 2012
In regulation 2, in sub-regulation (1), in clause (o), after the words “or body corporate” and
before the words “in which an Alternative Investment Fund”, the words “or real estate
investment trust or infrastructure investment trust” shall be inserted.
308[ SCHEDULE VIII: GOVERNANCE NORMS
PART A: MINIMUM INFORMATION TO BE PLACED BEFORE

BOARD OF DIRECTORS OF THE MANAGER
[See Regulation 26B (4)]
The following minimum information to be placed before Board of Directors of the manager:
(a) annual operating plans and budgets and any updates.
(b) capital budgets and any updates.
(c) quarterly results for the REIT and its operating divisions or business segments.
(d) minutes of meetings of audit committee and other committees of the Board of
Directors of Manager.
(e) the information on recruitment and remuneration of senior officers just below the
level of Board of Directors, including appointment or removal of Chief Financial
Officer and the Compliance Officer
(f) show cause, demand, prosecution notices and penalty notices, which are materially
important.
(g) fatal or serious accidents, dangerous occurrences, any material effluent or pollution
problems.
(h) any material default in financial obligations to and by the REIT, HoldCo. and/or SPV.
308
Regulations, 2023 w.e.f. 01.04.2023.
121
(i) any issue, which involves possible public or product liability claims of substantial
nature, including any judgement or order which, may have passed strictures on the
conduct of the REIT, holdco, SPV or taken an adverse view regarding another
enterprise that may have negative implications on the REIT.
(j) details of any joint venture or collaboration agreement.
(k) significant labour problems and their proposed solutions, any significant development
in Human Resources/ Industrial Relations front like signing of wage agreement,
implementation of Voluntary Retirement Scheme etc.
(l) sale of investments, HoldCo. and/or SPV, assets which are material in nature and not
in normal course of business.
(m) quarterly details of foreign exchange exposures and the steps taken by management to
limit the risks of adverse exchange rate movement, if material.
(n) non-compliance of any regulatory, statutory or listing requirements and unitholders
service such as non-payment of distributions.
(o) reports of tabletop exercises or workshops for identifying risks and vulnerabilities,
and specifying risk mitigations and processes for addressing vulnerabilities.
PART B: COMPLIANCE CERTIFICATE

[See Regulation 26B (5)]
The compliance certificate to be furnished by compliance officer, chief executive officer and
chief financial officer shall state that:
(a) they have reviewed financial statements and the cash flow statement for the year and that
to the best of their knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any
material fact or contain statements that might be misleading;
(ii) these statements together present a true and fair view of the affairs of the REIT and
are in compliance with existing accounting standards, applicable laws and
regulations;
(b) there are, to the best of their knowledge and belief, no transactions entered into by the
manager on behalf of REIT during the year which are fraudulent, illegal or violative
of the entity’s code of conduct;
(c) they accept responsibility for establishing and maintaining internal controls for financial
reporting and that they have evaluated the effectiveness of internal control systems of the
122
manager pertaining to financial reporting and they have disclosed to the auditors and the
audit committee, deficiencies in the design or operation of such internal controls, if any,
of which they are aware and the steps they have taken or propose to take to rectify these
deficiencies;
(d) they have indicated to the auditors and the Audit committee:
(i) significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies during the year and that the same have
been disclosed in the notes to the financial statements; and
(iii) instances of significant fraud of which they have become aware and the
involvement therein, if any, of the management or an employee having a significant
role in the manager’s internal control system over financial reporting of REIT.]
309[Schedule IX : STEWARDSHIP CODE

[See Regulation 4(2)(g)]
The following principles of stewardship code shall be complied with by any unitholder holding
not less than ten percent of the total outstanding units of the REIT:
1. They must act in the best interests of the REIT and its unitholders as a whole;
2. They should formulate a comprehensive policy on the discharge of their stewardship
responsibilities, review and update the same periodically;
3. They should have a policy to manage issues of conflict of interest while fulfilling their
stewardship responsibilities;
4. They should periodically monitor the REIT and its investee entities viz. HoldCo(s) and
SPV(s);
5. They should have a policy on intervention in the REIT and its HoldCo(s) and SPV(s);
6. They should have a policy on voting.]
U.K. SINHA
CHAIRMAN
SECURITIES AND EXCHANGE BOARD OF INDIA
309
Regulations, 2023, w.e.f 17.08.2023.
123

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THE GAZETTE OF INDIA

a) a person or entity who is directly or indirectly holding an interest

Furnishing of further information, clarification and personal representation.

Procedure for grant of certificate.

Procedure where registration is refused.

“De-classification of the status of sponsor

Rights and responsibilities of manager.

Rights and responsibilities of sponsor(s)86[and sponsor group(s)].

Rights and responsibilities of the valuer.

Rights and responsibilities of the auditor.

(2) No initial offer of units by the REIT shall be made unless,-

Offer document and advertisements.

Listing and trading of units.

Investment conditions and distribution policy.

(17) No schemes shall be launched under the REIT.

Related party transactions.

Borrowings and deferred payments.

“(fa) de-classification of the status of sponsor;”

Submission of reports to the Board.

Power to call for information.

Secretarial Compliance Report

Quarterly Compliance Report on Corporate governance

(d) with regard to the investment manager,–

(v) the investment manager has entered into an investment management

(e) the trustee is not an associate of the investment manager;

Furnishing of further information, clarification and personal representation.

Procedure for grant of certificate.

Migration of existing persons, entities or structures.

Procedure where registration is refused.

(2) No offer of units by a scheme of the SM REIT shall be made unless,–

Provided that nothing in this sub-regulation shall be applicable to the

Appointment of merchant banker.

Conditions for initial offer.

(a) the date of receipt of the draft scheme offer document;

Disclosure in scheme offer document.

(4) The SPV shall not be permitted to lend to any entity.

Modes of fund raising.

(2) The investments of scheme of the SM REIT in SPV(s) shall be held in

Subscriptions from investors.

Explanation. – Public communication includes corporate, project and issue related

(5) Each public communication shall, –

(a) be truthful, fair and shall not be manipulative or deceptive or distorted;

(b) not contain any statement or promise which is untrue or misleading;

(d) be set forth in a clear, concise and understandable language;

(k) not contain expletives or non-factual and unsubstantiated titles; and

Prohibition on payment of incentives.

Allotment procedure and basis of allotment.

Allotment and listing.

Filing of post issue report.

Maintenance of books and records on book building process.

Other obligations of post-issue merchant banker.

Related party transactions.

(f) no person who is interested in any transaction as well as associates of such

Provided that in issues pertaining to the investment manager including change in

(c) the latest valuation reports.

Notice before inspection.

Submission of report to the Board.

Communication of findings etc. to the REIT.

Exemption from enforcement of the regulations in special cases.