TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025
X X X X Extracts X X X X
X X X X Extracts X X X X
....lause (g) and before clause (h), the following clause shall be inserted, namely, - "(ga) "common infrastructure" includes facilities or amenities such as power plants, district or retail heating and cooling systems, water treatment or processing plants, waste treatment or processing plants and any facilities or amenities incidental to real estate business which exclusively supply or cater to, or are exclusively consumed by the REIT, its HoldCo(s) or SPV(s), irrespective of whether such facilities or amenities are co-located within any project of REIT or not: Provided that in case of common infrastructure, any excess production or capacity, not consumed by the REIT, its HoldCo(s) or SPV(s), may be sold or supplied to a central or state grid or utility in accordance with the applicable laws, subject to the following conditions: (i) the manager shall make adequate disclosures in the annual report to demonstrate that the excess production or capacity could not be consumed by the REIT, its HoldCo(s) and SPV(s); (ii) the credits or payments received from such sale or supply of excess production or capacity are applied towards the payments to be made by....
X X X X Extracts X X X X
X X X X Extracts X X X X
....r and the REIT and maintain high standards of governance of the manager and the REIT. Explanation: - For the purpose of this sub-regulation,- (a) An illustrative list of roles and responsibilities to guide the trustee is specified in Schedule XII; and (b) The trustee shall adopt additional measures or responsibilities crucial for meeting the overarching principles of their role and responsibilities: Provided that this sub-regulation shall come into force on one-hundred eightieth day from the date of publication of the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 in the Official Gazette. (20) For the purpose of ensuring compliance with sub-regulation (19), the trustee may engage external consultants during the period of eighteen months from the date of publication of the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 in the Official Gazette." (4) in regulation 11, in sub-regulation (3A), the following provisos and explanation shall be inserted, namely, - "Provided that locked-in units held by a sponsor or its spo....
X X X X Extracts X X X X
X X X X Extracts X X X X
....be provided to other entities which are contiguous within the project subject to the following conditions: a. revenue earned from other entities shall not exceed 20 per cent. of the total revenue of the company providing such services; b. the basis for fees/charges charged to other entities and charged to the REIT and its HoldCo(s) and SPV(s) shall be identical and uniform; and c. appropriate disclosures are made by the REIT in the annual report in this regard. ii. the entire shareholding or interest in such company is held by REIT either directly or through its HoldCo(s) or SPV(s)." (iv) after clause (h), the following clauses shall be inserted, namely, - "(i) units of liquid mutual funds schemes where the credit risk value is at least 12 and which falls under the Class A-I in the potential risk class matrix as specified by the Board. (j) interest rate derivatives, including interest rate futures, forward rate contract and interest rate swap, subject to the following conditions: A. investment in interest rate derivative shall be solely to hedge an underlying interest rate risk in the existing borrowings which ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (ii) the following proviso shall be inserted, namely,- "Provided that if by a vacancy in the office of a director of the manager, the manager becomes non- compliant with the requirement, such vacancy shall be filled by the manager as follows - A. if such vacancy arises due to expiry of the term of office of the director, then the resulting vacancy shall be filled not later than the date such office is vacated; or B. if such vacancy arises due to any other reason, then the resulting vacancy shall be filled at the earliest and not later than three months from the date of such vacancy." (9) in regulation 26H, after clause (a) and before clause (b), the following clauses shall be inserted, namely, - "(aa) "KIS" means Key Information of the Scheme; (ab) "KIT" means Key Information of the Trust;" (10) in regulation 26J, sub-regulation (2), clause (d), sub-clause (iv), (i) the symbol ";" shall be substituted with the symbol ":"; (ii) the word "and" shall be deleted; and (iii) the following proviso shall be inserted - "Provided that if by a vacancy in the office of an independent director ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e expenses, as the Board may specify, as mentioned in objects of the offer in the KIS filed with the Board, shall not exceed such amount as the Board may specify from time to time. (1F) The investment manager shall deposit the amount to comply with the minimum unitholding requirement specified in sub-regulation (1) of regulation 26ZB of these regulations in a cash escrow bank account, two working days prior to the opening of the offer and the allotment of such units to the investment manager shall be a part of the asset acquisition transaction." (b) after sub-regulation (2) and before sub-regulation (3), the following sub-regulations shall be inserted, namely, - "(2A) The scheme offer document shall consist of KIT and KIS. (2B) The investment manager shall file a single draft KIT, common for all schemes, with the Board along with draft KIS at the time of initial offer of the first scheme of the SM REIT and the Board may issue observations on the draft KIT and the draft KIS. (2C) For subsequent scheme offer documents, processing of KIT and KIS shall be done in the following manner - (i) if there is no change in the KIT vis-&agrav....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... investment manager shall ensure that all material changes, including the litigation and regulatory actions, in the KIT are made on an ongoing basis by way of an addendum which shall be disclosed on the website of SM REIT and shall file the addendum with the Board and the stock exchange(s) within seven days from the date of occurrence of the material event. (11) The investment manager shall - (a) ensure that KIT is updated every six months; (b) ensure that updated KIT is disclosed on the website of SM REIT within thirty days from the end of half year; and (c) file updated KIT with the Board and the stock exchanges for records within thirty days from the end of half year. (12) The Board may specify additional instructions and disclosure requirement, if any, for facilitating automated supervision and automated processing of data disclosed by the SM REIT schemes and the investment manager as part of continuous disclosure requirements." (14) in regulation 26T, (a) in sub-regulation (2), (i) in the proviso, the symbol "." shall be replaced with the symbol ":"; and (ii) after the proviso, the following provi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....erred payments shall not include any refundable security deposits received from tenants and the refundable security deposits from tenants shall be invested in liquid assets as defined in regulation 2(1)(ta) of these regulations. Explanation 2. - Investment by a scheme of SM REIT in overnight mutual funds, characterized by their investments in overnight securities, having maturity of one day, shall be considered as cash and cash equivalent." Explanation 3. - The amount of cash and cash equivalent shall be excluded from the value of the assets of the scheme of SM REIT." (iii) after sub-regulation (5), the following sub-regulation shall be inserted, namely,- "(6) If the leverage limit specified in sub-regulation (5) of this regulation is breached on account of decline in the price of the underlying assets or securities, the investment manager shall inform the same to the trustee and ensure that the conditions as specified in sub-regulation (5) of this regulation are satisfied within six months of such breach." (16) in regulation 26Y, in sub-regulation (1), the words "book building" shall be omitted; (17) in regulation 26Z, after su....
X X X X Extracts X X X X
X X X X Extracts X X X X
....gulation (2A) of regulation 26Tof these regulations." (22) after Schedule III and before Schedule IV, the following schedule shall be inserted, namely, - "Schedule IIIA [See Regulation 26S (1)] MANDATORY DISCLOSURES IN SCHEME OFFER DOCUMENT Instructions for preparation of scheme offer document: (a) Plain white backgrounds shall be used for all pages without watermarks. (b) A summary of all key information shall be included within the first 1-2 cover pages, prior to the table of contents such as name of the SM REIT, name of the scheme of SM REIT, SM REIT registration status, principal place of business, contact number, compliance officer details, email ID, website of SM REIT, specific webpage for scheme (if any), details of offer (including offer size in rupees and in units, offer type, offer split into fresh issue vs OFS, both in rupees and units, wherever applicable), details of parties to the SM REIT, reservation and allotment patterns (QIB, retail etc.), standard disclaimers w.r.t the issue being the first issue by the SM REIT under that scheme, ASBA (with reference to Issue Procedure section), clause for General Risks, clause addressing In....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ded under an "Other Information" section. (f) For long tables running into more than one page, repeated headers should be included. (g) Fresh chapter should be started from a new page and not from the end of the previous chapters. (h) Hyperlinks may be included in the scheme offer document in order to access the information relied upon such as relevant taxation provisions, laws relating to real estate, etc. The information being referenced should be uploaded in the website of SM REIT. The information and database accessed through the hyperlink should be static. (i) The offer documents should include referencing of relevant Regulations and circulars issued thereunder wherever disclosures are mentioned (j) PDF version of the scheme offer document in a plain text with page numbers formats shall be submitted separately while filing scheme offer document. (k) QR codes, if any in the scheme offer document shall be submitted separately while filing scheme offer document. PART A: MANDATORY DISCLOSURES IN KIT Sr. No. Disclosure Requirement Details which shall be disclosed 1. Introduction a. Name, registered office address, correspondence address, conta....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ould be included in this section, as required under Regulation 26P(2) of these Regulations, along with details related to minimum public unitholding. 6. Market overview General overview of the SM REIT with respect to the macro market which is being targeted by the SM REIT. 7. Business details and Strategy a. Investment Strategy a. Description of investment strategy (the relevant strategy related to the macro markets which are targeted by the SM REIT) including category, type, location, allocation to each type, along with the investment conditions specified under Regulation 26T of these Regulations. b. Capital and risk management strategy b. Leverage Details with respect to the borrowing policy of the SM REIT 8. Financials Summary of the financial statements of the SM REIT and investment manager for the previous 3 financial years, as applicable 9. Rights of the Unit Holders a. Rights of the Unitholders It shall include such rights of the unitholders which are related to the functioning of the SM REIT. For example, the voting rights of all the unitholders of the SM REIT which are linked to the change in the Investment ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Disclosure Requirement Details which shall be disclosed 1. Introduction Cross reference to the KIT shall be included here. 2. Brief background of the scheme of SM REIT a. Glossary of terms and abbreviations (relevant information which is present in the KIS would be included here); b. Description of the Scheme; c. Details of Property Management or Lease Management or any other arrangements pertaining to underlying SM REIT assets (disclosure shall be limited to only the assets under the specific scheme), entered into with various parties prior to the offer; d. Holding structure of the scheme of SM REIT prior to the offer including breakup of the units held by the investment manager and any other unit holder holding greater than 5% of the units of the scheme of SM REIT, along with details of any other party to the SM REIT under the holding structure; e. Proposed holding structure by the aforesaid parties post-offer; f. Fee and expenses charged or chargeable to the scheme of SM REIT by various parties including fees charged by the investment manager, valuer, auditor, trustees and any other third party and shall also include any set-up costs for the s....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (iii) Lease-maturity profile, in terms of the percentage of total gross rental income, for each of the next five years; (iv) a summary of the terms of sub-leases or tenancies, if any, including repair obligation, granted to the tenants of the property; (v) the existing monthly rental income before tax from the property which is wholly or partly let, together with the amount and a description of any outgoings or disbursements from the rent; (vi) the estimated current monthly market rental obtainable, on the basis that the property was available to let on the effective date at which the property was valued; (vii) a summary of any rent review provisions; (viii) Level of furnishing of the properties including whether the properties are cold-shell properties or fully furnished; (ix) Comparable lease rental income of similar properties in the vicinity or adjoining areas; (x) Whether any clause exists in rental agreements providing high grace period in lieu of higher rental values. If yes, details shall be provided. 6. Business details and Strategy a. Investment Strategy a. Description of investment strategy....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nt financial year certified by the investment manager and the auditor with respect to calculation and assumption; g. Contingent Liabilities as on the date of KIS; 9. Rights of the Unit Holders a. Rights of the Unitholders It shall include such rights of the unitholders which are related to the matters pertaining to the relevant scheme. Further, it shall include voting rights of the unitholders where only the relevant unitholders under the scheme would have the right to vote; b. Proposed disclosures to the unit holders pertaining to the scheme, either directly or by public dissemination on the Designated Stock Exchanges website; c. Frequency and manner of meetings of unit holders (for those matters which pertain to the unitholders of the relevant scheme). 10. Title disclosures, litigations and regulatory actions a. Title disclosure of the properties including any material litigations pertaining to the properties (details of such litigation shall be updated as on date of the KIS); b. Brief description of the material litigations and regulatory actions which are pending against the valuer of the scheme of SM REIT, if any. 11. Risk Factors ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Policy of appointment and removal. 19. Documents to be annexed a. Full Valuation Report b. Auditors Report c. Due Diligence Certificate d. In-principal approval from stock exchange(s) e. such other report in connection with schemes' asset(s), as applicable. (23) After Schedule - X, the following shall be inserted as schedules, namely,- "Schedule - XI Illustrative List of conditions [See Regulation 18 (5B)] a) The business of REIT shall be leasing out such assets and not operating such assets. b) REIT along with its HoldCo(s) and SPV(s) shall carry no risk or return of the operating model directly or indirectly in any form or manner. c) The income from such asset should be fixed rental income from leasing out such asset and not operating income from such asset. d) The lease tenure on such assets should be long term in nature. e) The rentals generated on such assets should be based on leasable area. f) The assets should be leased out in cold shell conditions or in warm shell conditions with basic utilities only. g) The license for operation of such assets shall not be in the name of the REIT, its HoldCo or SPV. Schedule X....
X X X X Extracts X X X X
X X X X Extracts X X X X
....aintained by the manager for compliance with sub-regulation (2) of regulation 26 of these regulations. ii. maintain comprehensive and systematic records of all trustee activities, decisions, and notable transactions to ensure accountability and ease of audit. 6. Ethics and Conflict of Interest: The trustee shall: i. ensure that the manager has not given any undue or unfair advantage to any associates or dealt with any of the associates of the manager in any manner detrimental to interest of the unitholders; ii. ensure that there is no conflict of interest between the manner of deployment of its net worth by the manager and the interest of the unitholders; iii. ensure that the manager manages the REIT and schemes of SM REIT independently of other activities and have taken adequate steps to ensure that the interest of investors of one scheme of SM REIT are not being compromised with those of any other scheme of SM REIT or of other activities of the REIT or the Manager; and iv. abide by the Code of Conduct as specified in the Schedule VI of these regulations. 7. Auditing and Financial Review: The trustee shall: i. be ac....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tters as may be specified by the Board from time to time." BABITHA RAYUDU, Executive Director [ADVT .- III/4/Exty./41/2025-26] Footnotes: 1.The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide No. LAD-NRO/GN/2014/15/11/1576. 2.The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 was subsequently amended by the - a. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2016, vide No. SEBI/LAD/NRO/GN/2016-17/022, with effect from November 30, 2016. b. Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, vide No. SEBI/LAD/NRO/GN/2016-17/38, with effect from March 6, 2017. c. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2017, vide No. SEBI/LAD-NRO/GN/2017-18/022, with effect from December 15, 2017. d. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, vide No. SEBI/LAD-NRO/GN/2018/06, with effect f....