TaxTMI 
TaxTMI 
Review of - (a) disclosure of financial information in offer document, and (b) continuous disclosures and compliances by Real Estate Investment Trusts (REITs)
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....ommittee (HySAC), submitted its report on Ease of Doing Business recommendations for REITs and InvITs. 3. Based on the report of the Working Group, inputs of Indian REITs Association, recommendations of the HySAC and internal deliberations, Chapter 3 and Chapter 4 of the Master Circular shall stand revised and the revised chapters are placed at Annexure - A. 4. Further, Paragraph 7 of Annexure - 5 of the Master Circular shall be substituted with the following: "7. Financials: a) Disclosure as per clauses 11(a) to 11(c) and 11(e) of the Schedule III of the REIT Regulations: Provided that if the REIT has undertaken any acquisition or divestment of any material assets after the latest period for which the financial information is disclosed in the placement document but before the date of filing of the placement document, the certified proforma financial statements shall be disclosed for at least the period covering last completed financial year and the stub period, if any. The preparation and certification of proforma financial statements shall be as provided in Section '(H)' of Chapter 3 of this master circular. b) Disclosure as per clause (a....
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....e general purpose financial statement of the assets being acquired are not available, combined / carved-out financial statements for those assets shall be prepared in accordance with Guidance Note issued by the ICAI from time to time. The combined / carved-out financial statements shall be audited by the auditor of the seller in accordance with applicable framework. d) If the REIT has been in existence for a period lesser than the last three completed financial years, then disclosure as per clause (a) above may be provided for such financial years for which the REIT has been in existence and for the stub period (if applicable)." 6. This circular shall be applicable with immediate effect except for the requirements specified under Chapter 4 which shall be applicable for disclosure of financial information for the period beginning on or after April 01, 2025. 7. This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with the provisions of Regulations 15(2)(d), 23(7) and 33 of the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, to protect the intere....
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.... of the REIT shall be disclosed on the REIT's website and the link to REIT's separate financial statements shall be specified in the offer document. 3.2.3.In case of a follow-on offer, if the REIT has undertaken any acquisition or divestment of any material assets after the latest period for which the financial information is disclosed in the offer document but before the date of filing of the offer document, the certified proforma financial statements of the REIT shall be disclosed for at least the period covering last completed financial year and the stub period, if any. The principles for preparation and certification of proforma financial statements are discussed in Section '(H)' below. 3.3. Content and basis of preparation of financial information 3.3.1. The financial information shall be prepared in accordance with Indian Accounting Standards (Ind AS) and/or any addendum thereto as defined in Rule 2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015. 3.3.2. The financial information shall, inter-alia, disclose the following financial statements: a) Balance Sheet; b) Statement of Pro....
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....an Accounting Standard 7 - 'Statement of Cash Flows' mandated under section 133 of the Companies Act, 2013. f) Headings, line items, sub-line items and sub-totals may be presented as an addition or substitution on the face of the financial statements when such presentation is relevant to an understanding of an REIT's financial position or performance or to cater to industry/sector-specific disclosure requirements or when required for compliance with the REIT regulations or Indian Accounting Standards or any other law. g) The reference to the following terms made in Schedule III, shall, for the purpose of this chapter, be construed as follows, unless otherwise required: Reference to To be construed as Board of directors Board of Director/Governing Body of the Manager Directors of the company Directors of the Manager 3.3.4. In the 'Statement of Profit or Loss', the REIT shall disclose Earnings per Unit (EPU) in place of Earnings per share. The principles for computation of EPU shall be same as the principles laid down in Ind AS 33 Earnings per Share, to the extent applicable. Relevant disclosures shall be provided as pa....
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....atements shall be adjusted and recomputed in accordance with correct accounting policies. e) The Balance Sheet shall be prepared after deducting the balance outstanding on Revaluation reserve account from both Fixed assets and Reserves and the Net worth should be arrived at after such deductions. 3.3.8. Financial statements shall disclose all 'material' items, i.e., the items if they can, individually or collectively, influence the economic decisions made on the basis of the financial statements. Materiality shall be judged and determined by the Manager depending upon pertinent facts and circumstances, including the size or nature of the item or a combination of both. 3.4. Additional financial disclosures In addition to the financial statements referred in paragraph 3.3.2 above, the following statements/disclosures shall also be included as a part of the audited financial information and shall also be subjected to audit. These statements/disclosures shall be made for the period of financial statements disclosed in the offer document, unless otherwise specified: 3.4.1. Project wise operating cash flows: The REIT shall dis....
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....fied hereunder: Particulars Pre-issue as at .... As adjusted for issue (Amount) Total Debt XX XX Unit holders' Funds Unit Capital XX XX Xx XX XX XX XX XX Reserves XX XX Further in case of follow-on offer, if there is any change in the Unit Capital (since the date from which the financial information has been disclosed in the offer document), a note explaining the nature of the change shall be given. 3.4.6. Debt payment history A statement including history of interest and principal payments of REIT shall be disclosed, if any, covering all REIT assets forming part of the historical financial information. Additionally, the following shall also be disclosed: ● The carrying amount of debt at the beginning of each year ● Additional borrowings during the year ● Repayments during the year ● Other adjustments / settlements during the year ● The carrying amount of debt at the end of each year 3.4.7. Statement of Net Assets at Fair Value a) The 'Statement of Net Asset....
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.... XXXX b) In case of follow-on offer, the 'Statement of Total Returns at Fair Value' shall be provided for the period of the financial information disclosed in the offer document. However, in case of initial offer, the 'Statement of Total Returns at Fair Value' shall be provided only for the last completed year and stub period, if any. 3.5. Audit of Financial Information: 3.5.1. The financial information shall be audited and the following shall be complied with respect to same: a) The audit shall be carried out by the auditor appointed for the REIT as per the REIT regulations. The auditor, so appointed, shall be the one who has subjected itself to the peer review process of the Institute of Chartered Accountants of India (ICAI) and who holds a valid certificate issued by the Peer Review Board of ICAI. b) In providing his report, the auditor shall be guided by the requirements of the 'Guidance Note on Reports in Company Prospectuses', issued by ICAI, to the extent applicable. c) In particular, the reports of the auditors on the financial statements of the various REIT assets (whether prepared in accordance....
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....lated assumptions, project-wise, for the next three financial years and for the current financial year (i.e. the financial year in which the offer document is filed with the Board). For the current financial year, the breakup of amount shall be given in the notes to projections as (a) Actual, and (b) Projection. 3.7. In case of initial offer, the projections shall be disclosed for REIT assets/projects that are proposed to be owned by the REIT prior to the allotment of units in the public offer. In case of follow-on offer, the projections shall be disclosed only for the asset/projects proposed to be acquired by the REIT from the proceeds of follow-on offer. 3.8. The following minimum items shall be disclosed as a part of the projections: ● Project-wise revenue (rental income and/or other operating income) ● Project-wise operating cash flows ● Assumptions for projections ● Any other item deemed important for better readability and understanding 3.9. The aforesaid projections, including assumptions, shall be certified by the auditor. For the purpose of said certification, the auditor shall ....
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.... in case of events such as future increase in operating costs that will cause a material change are known; ● total turnover from each major segments of the REIT ● status of any publicly announced new business segment; ● the extent to which business is seasonal; ● any significant dependence on a single or few assets, clients, suppliers etc .; ● competitive conditions. (D) Other Disclosures in the offer document 3.13.Working Capital A statement from Manager regarding sufficiency of the working capital to fulfill the present requirements of REIT (i.e., at least twelve months from date of listing) shall be disclosed. In case, sufficient working capital is not available in the opinion of Manager, then a statement should be provided describing how it proposes to provide additional working capital requirement. 3.14.Past Market Performance In case of a capital offering subsequent to the initial offer, the market value of the units traded on all the designated stock exchanges where REIT is listed shall be disclosed: ● on the last date of reporting period ....
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....o follow Companies (Indian Accounting Standards) Rules, 2015 only for the latest year (for the latest two years including comparatives) out of the historical period of three years, then the financial information for the recent two years shall be disclosed as per the Companies (Indian Accounting Standards) Rules, 2015 and the financial information for the earliest year (i.e. the third last year) shall be disclosed as per the Companies (Accounting Standards) Rules, 2021. For example, if financial information of Manager/Sponsor is presented for the financial years 2021-22, 2022-23, and 2023-24 and such Manager/Sponsor is required by Companies Act, 2013 to report under Ind AS from financial year 2023- 24 (with financial year 2022-23 as comparatives), then it shall disclose financial information for financial years 2023-24 and 2022-23 as per Companies (Indian Accounting Standards) Rules, 2015 and financial year 2021-22 as per Companies (Accounting Standards) Rules, 2021. Further, for example, if financial information of Manager/Sponsor is presented for the financial years 2021-22, 2022-23, and 2023-24 and such Manager/Sponsor is required by Companies Act, 2013 to repor....
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....ansaction costs can be excluded provided such transaction costs have already been deducted while computing NDCF of previous period when such transaction costs were paid (-) Debt repayment (to include principal repayments as per scheduled EMI's except if refinanced through new debt including overdraft facilities and to exclude any debt repayments / debt refinanced through new debt, in any form or equity raise as well as repayment of any shareholder debt / loan from Trust) (-) any reserve required to be created under the terms of, or pursuant to the obligations arising in accordance with, any: (i). loan agreement entered with banks / financial institution from whom the Trust or any of its SPVs/ HoldCos have availed debt, or (ii). terms and conditions, covenants or any other stipulations applicable to debt securities issued by the Trust or any of its SPVs/ HoldCos, or (iii). terms and conditions, covenants or any other stipulations applicable to external commercial borrowings availed by the Trust or any of its SPVs/ HoldCos, or (iv). agreement pursuant to which the SPV/ HoldCo operates or owns the real estate asset, or generates revenue or....
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....el (to include principal repayments as per scheduled EMI's except if refinanced through new debt including overdraft facilities and to exclude any debt repayments / debt refinanced through new debt in any form or funds raised through issuance of units) (-) any reserve required to be created under the terms of, or pursuant to the obligations arising in accordance with, any: (i). loan agreement entered with financial institution, or (ii). terms and conditions, covenants or any other stipulations applicable to debt securities issued by the Trust or any of its SPVs/ HoldCos, or (iii). terms and conditions, covenants or any other stipulations applicable to external commercial borrowings availed by the Trust or any of its SPVs/ HoldCos, or (iv). agreement pursuant to which the Trust operates or owns the real estate asset, or generates revenue or cashflows from such asset (such as, concession agreement, transmission services agreement, power purchase agreement, lease agreement, and any other agreement of a like nature, by whatever name called); or (v). statutory, judicial, regulatory, or governmental stipulations; - (refer note 2) (-)....
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....e NDCF computation for the respective period. Provided that with regard to the point 4 (ii) above, if an acquisition of such SPV was funded by external debt, then surplus cash available with such SPV should first be used to repay such external debt. After such debt repayment, remaining surplus, if any, can be used for distribution. 5. Similarly, any restricted cash (disclosed as such) should not be considered for NDCF computation by the SPV or REIT (e.g. unspent CSR balance for any year deposited in a separate account as per Companies Act which will be utilized in subsequent years, DSRA reserve, major maintenance reserve etc.) 6. Further, it is expressly provided that no Trust or SPVs can distribute any cashflows by obtaining external debt, except to the extent clarified in note 2 and 7 (this will exclude any working capital / OD facilities obtained by Trust/ SPVs as part of Treasury management / working capital purposes as long as they are squared off within the quarter). 7. Further, it is also clarified that Proceeds from sale of real estate investments, real estate assets or shares of SPVs or Investment Entity adjusted for transaction costs or....
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....urther, for each distribution, it should be ensured that cash flows from all assets, whether held by REIT or any of the underlying SPVs or HoldCos, are being distributed together. (c) The first distribution (whether monthly/quarterly/half-yearly, etc.) out of the NDCF computed for a financial year (or period thereof) should be minimum 90% / 95% / 100% as mandated in the REIT Regulations. Thereafter, minimum distribution requirement should be met on a cumulative basis for the subsequent distributions out of the NDCF for such financial year. (d) In case of any change in distribution policy other than regulatory changes, unitholder approval shall be required where votes cast in favour of the resolution are more than fifty percent of the total vote cast (G) Principles for preparation of combined financial statements: 3.20.For preparation of Combined Financial Statements, as has been indicated in paragraph 3.2.1 under Section '(A)' above, REIT shall follow the following principles: 3.20.1.Assets/entities forming part of Combined Financial Statements: All the assets or entities, which are proposed to be owned by the REIT, as p....
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....paration of the Combined Financial Statements shall be disclosed in 'Basis of Preparation' of such statements. vii. The basis of preparation shall also explain the principles of combination and elimination of transactions amongst entities that are included in the Combined Financial Statements. 3.21.In addition to the principles listed at paragraph 3.20 above, the REIT/Manager, while preparing the Combined Financial Statements of the REIT, shall also be guided by the requirements laid down in the 'Guidance Note on Combined and Carve-Out Financial Statements' and any other pertinent guidance/directions issued by ICAI in this context. (H) Pro-forma Financial Statements 3.22.For preparation of proforma financial statements, as has been indicated in paragraph 3.2.3 under Section '(A)' above, the acquisition / divestment would be considered as material if acquired / divested business or SPV or HoldCo in aggregate contributes 20% or more to turnover, net worth or profit before tax in the latest annual consolidated financial statements of the REIT. 3.23. The proforma financial statements shall be prepared in accordance wi....
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....ager, provided such proforma financial statements are prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time and certified by the statutory auditor of the REIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI and who are appointed by the manager on behalf of the REIT. (I) Additional requirements in case of follow-on offer 3.29. The follow-on offer document shall contain disclosures specified under Schedule III of the REIT Regulations. 3.30.In case the objects of the issue involve acquisition of any new asset(s), the following disclosures shall be made in the follow-on offer document for the asset(s) proposed to be acquired from the proceeds of the follow-on offer: (a) description of the asset(s) as per clause 6 of Schedule III of the REIT Regulations; (b) valuation of the asset(s) as per clause 10 (a) and 10 (b) of Schedule III of the REIT Regulations; (c) summary of audited financial statements for the latest three financial years and stub period (if available); Provided that in cases where the general p....
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....s and circulars issued thereunder may file unaudited financial statements with limited review for the stub period, subject to making necessary disclosures in this regard including risk factors. Chapter 4.Continuous Disclosures and Compliances by REITs Disclosure of Financial information to Stock Exchanges (A) Financial Information of REIT: While disclosing its financial information to the Stock Exchanges, a REIT shall comply with the following: 4.1. Frequency and Time period for disclosures: 4.1.1. The REIT shall submit quarterly and year to date financial results to the stock exchanges within forty-five days of end of each quarter, other than the last quarter. 4.1.2. The REIT shall submit annual financial results for the financial year to the stock exchanges, within sixty days from the end of the financial year. 4.1.3. The REIT shall submit financial results in respect of the last quarter along with the results for the entire financial year, with a note stating that the figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upt....
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....udited) ** (Audited / Unaudited) ** (Audited) * in dd/mm/yyyy format ** specify whether figures are audited or unaudited c) The segment information shall be included as part of the financial results and prepared in accordance with Indian Accounting Standard 34 on 'Interim Financial Reporting' in the same format as mentioned in paragraph 4.2.2 b) above. Provided that segment information disclosed in annual financial statements shall be in accordance with Indian Accounting Standard 108 mandated under section 133 of the Companies Act, 2013. 4.2.3. Statement of Assets and Liabilities a) The Statement of Assets and Liabilities, as mentioned in paragraph 4.1.5 a) above, shall contain the items mentioned in the format for Balance sheet as prescribed in Schedule III of the Companies Act, 2013, excluding notes and detailed sub-classification. Further, for the purpose of preparation of financial information under the REIT Regulations, Unit Capital shall be considered as equity. b) The Statement of Assets and Liabilities shall be submitted....
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....* For the Corresponding half year end / previous year end date* (Audited/ Unaudited) ** (Audited/ Unaudited) ** * in dd/mm/yyyy format ** specify whether figures are audited or unaudited 4.2.8. Statement of NDCFs a) The Statement of NDCF, as mentioned in paragraph 4.1.4 and 4.1.6 above, shall be prepared for the REIT as well as for all the underlying HoldCos and SPVs in accordance with the framework for calculation of NDCF provided in Section (F) of Chapter 3 of this master circular. b) The distribution by REIT to its unitholders which is in the nature of repayment of capital shall be shown as a negative amount on the face of the Balance Sheet as a separate line item 'Distribution - Repayment of Capital' under the sub-heading 'Equity' under the heading 'Equity and Liabilities'. For REITs which have reduced Reserves & Surplus / Unit Capital for the amount of NDCF distribution in the nature of repayment of capital in past periods, such REITs shall regroup the figures for Reserves and Surplus / Unit Capital for prior periods presented in the financial ....
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....er circular and shall be prepared in the manner specified in paragraph 3.3.3 of Chapter 3 of this master circular, with the exceptions and modifications as mentioned below: a) Paragraph 6(D)(I)(a) to 6(D)(I)(d), Paragraph 6(D)(I)(i), Paragraph 6(D)(I)(k) and Paragraph 6(D)(I)(I) of 'General Instructions for Preparation of Balance Sheet' under Part I of Division Il of Schedule IlI shall not be applicable. Instead for Unit Capital, the following shall be disclosed: (i) the number and amount of units issued; (ii) a reconciliation of the number of units outstanding at the beginning and at the end of the period; and (iii) for the period of five years immediately preceding the date at which the Balance Sheet is prepared - A. aggregate number and class of units allotted pursuant to contract without payment being received in cash; and B. aggregate number and class of units allotted by way of bonus units. b) The reference to the following terms made in Schedule III, shall, for the purpose of this chapter, be construed as follows, unless otherwise required: Reference to To be construed as Shares Units Share....
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.... details of fees paid to the manager. Further, explanations and justification for the fees paid to the manager, including details about methodology for computation of the fees shall also be provided. b) A REIT shall further confirm whether there has been any material change (materiality to be judged and determined by trustees in light of various pertinent factors including but not restricted to the size of REIT, amount of change, prevailing circumstances, etc.) in the fees paid to the manager compared to the previous reporting period. If yes, detailed reasons and information thereof shall be provided. 4.6.2. Changes in Accounting policies: In cases of changes in accounting policies, if any, REIT shall make adequate disclosures required as per the applicable accounting laws. 4.6.3. Disclosures related to Modified Opinion(s) The below mentioned disclosures would be required only in case of annual financial information of the REIT: a) If the auditor has expressed any modified opinion(s) in respect of the audited annual financial information of the REIT, then the REIT, while submitting such financial information to the Stock Exchang....
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.... Payments net of Cash and Cash Equivalents (A+B-C) XX E. Value of REIT assets [Refer Notes 3 & 4] XX F. Net Borrowings Ratio (D/E) XX Notes: 1. This statement shall be prepared on the basis of consolidated financial statements of the REIT. 2. The breakup of borrowings amount shall be given as pertaining to the REIT, each SPV and each HoldCo in notes to the 'Statement of Net Borrowings Ratio'. Further, the type of each borrowing shall be given as part of the breakup such as Term Loan from ABC Bank / Financial Institution, Non-Convertible Debentures, etc. Furthermore, in case of borrowing from Bank / NBFC / Financial Institution / any other lender, the name of lenders shall also be disclosed. 3. Similarly, breakup shall be given for deferred payments, cash and cash equivalents and value of REIT assets as pertaining to the REIT, each SPV and each HoldCo in notes to the 'Statement of Net Borrowings Ratio'. 4. The Value of REIT assets shall be determined based on the latest available valuation report by the valuer appointed under the REIT Regulations. 4.6.6. Statement of Net Assets at Fair Value ....
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....ointed, shall be the one who has subjected itself to the peer review process of the Institute of Chartered Accountants of India ('ICAI') and who holds a valid certificate issued by the Peer Review Board of ICAI. 4.8.4. The REIT shall ensure that, for the purpose of quarterly and year to date consolidated financial information, hundred percent of each of the consolidated revenue, assets and profits, respectively, shall be subjected to audit in case of audited results, or shall be subjected to limited review in case of unaudited results. 4.8.5.In case the financial information is audited, it shall comply with all the requirements specified in paragraph 3.5 of Chapter 3 of this master circular, to the extent applicable, and the audit report shall contain disclosures stated therein. In addition to the auditor's opinion on the matters specified in paragraph 3.5.1 e) of Chapter 3 of this master circular, the auditor shall also give his opinion on the following: a) whether the statement of NDCFs gives a true and fair view of NDCFs for the years/periods ended at the balance sheet dates 4.8.6. While performing limited review as required under ....
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....ance with the listing conditions, REIT shall follow the REIT regulations and circulars issued therein. 4.13.Disclosure of Unit holding pattern: 4.13.1.A REIT shall disclose its Unit holding pattern for each class of unit holders, as applicable, within the following time periods, as applicable: ● One day prior to listing of units on the stock exchanges; ● On quarterly basis, within 21 days from the end of each quarter; and ● Within 10 days of any capital restructuring of REIT resulting in a change exceeding 2% of the total outstanding units of REIT. 4.13.2. The Unit holding pattern shall be disclosed in the following format: Cate gory Category of Unit holder No. of Units Held As a % of Total Outstanding Units No. of units mandatorily held Number of units pledged or otherwise encumbered No. of units As a % of total units held No. of units As a % of total units held (A) Sponsor(s) / Investment Manager / Project Manager(s) and their associates/r elated parties and Sponsor Group (1) Indian &nb....
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....(1) (2) Non- Institutions (a) Central Government /State Government s(s)/President of India (b) Individuals (c) NBFCs registered with RBI (d) Any Other (specify) Sub- Total (B) (2) Total Public Unit holding (B) = (B)(1)+(B)(2 ) Total Units Outstanding (C) = (A) + (B) 4.14.Review of Credit Rating: 4.14.1.Every credit rating, wherever required to be obtained by a REIT as per Regulation 20 (2) of the REIT Regulations, shall be reviewed once a year, by the registered credit rating agency. 4.14.2. The credit rating review shall be completed annually within 30 days....
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....y the Manager in timely manner. Further, the statement as specified in paragraph 4.16.3 above shall be placed, on a quarterly basis, before the Board of Directors/Governing Body of the Manager and the Trustee for review. 4.17.Statement of deviation(s) or variation(s) 4.17.1. The REIT shall submit to the recognized stock exchange(s), where its units are listed, the following statement(s) on a quarterly basis for any public issue, rights issue, preferential issue, etc .: a) Statement indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable; b) Statement indicating category wise variation, if any, between projected utilization of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilization of funds. 4.17.2. The statement(s) specified above, shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved. Such statement(s) shall also be p....