REIT Regulation

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);
1
(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;
(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) "change in control" means,-
1
Substituted for "includes" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
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;”
2
(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 6[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;
6
Substituted for the word “more” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
(Amendment) Regulations, 2018, w.e.f. 10.04.2018.
7
Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
3
(m) "floor space index" or "FSI" shall mean the buildable area on a plot of land as specified
by the competant authority;
(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) “holdco” or “holding company” shall mean a company or LLP.,-
11
(i) in which REIT holds or proposes to hold [***] not less than fifty 12[***]
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);
(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;”;
13
[(qaa) “inducted sponsor” means any person who has been inducted as a sponsor
in accordance with sub-regulation (8) of regulation 22;]
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
11
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.
12
Word “one” omitted ibid.
13
Inserted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f.
16.06.2020.
4
(qb) “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;]
14
(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;
(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 15
[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
16
[through a public issue] for the subscription or purchase of units of the REIT and
14
Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
Prior 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;”
15
Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
16
Substituted for “from the public” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations,
2016, w.e.f. 30.11.2016
5
includes initial offer document, follow-on offer document17[, 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 18

[sponsor group(s)], 19
[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';
(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;
17
18
Substituted for “sponsor(s)” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
19
Substituted for “re-designated” by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations,
2020, w.e.f. 16.06.2020.
6
20
[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) 21[“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) 22[(***]
(zm) “REIT” or "Real Estate Investment Trust" shall mean a trust registered as such under
these regulations;
(zn) 23[“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) 24
[“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;

25
(ii) [***]
20
21
Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment)
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”
22
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;”
23
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”
24
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
25
Prior 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;”
7
26
(iii) [***] 27[promoters] 28[***], directors and partners of the persons in clause (i)
29
[***];
(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;
(zs) "special purpose vehicle" or "SPV" means any company or LLP, -

30 31
(i) in which [either the REIT or the holdco] holds or proposes to hold [***] not
less than fifty 32[33[***]] 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 34[and shall include an inducted sponsor];
35
[“(zta) “sponsor group” – includes:
(i) the sponsor(s);
(ii) in case the sponsor is a body corporate:
26
Omitted “associates,”, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016.
27
Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment)
Regulations, 2018, w.e.f. 10.04.2018.
28
The word “sponsors” was omitted ibid.
29
Omitted“and (ii)”, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016.
30
Substituted for “the REIT” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
31
Words “controlling interest and” omitted by the Securities and Exchange Board of India (Real Estate Investment
32
Word “one” omitted ibid.
33
34
16.06.2020
35
8
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;]
36
[(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 37[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,
38
[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;
36
37
Substituted for the word “and” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
38
16.06.2020.
9
(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;
39
[“(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) 40[***]
39
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
39
[or as defined hereunder] and who has39[/have] been appointed by the manager to undertake 39[both
financial and technical] valuation of the REIT assets:
39
[“(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;”
40
Prior to its omission, clause (zza) read as under :
10
(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
41
[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
42
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.
“"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;”
41
42
Substituted for “applicant” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
11
43
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, -
(a) the applicant is 44[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),-

45
(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;
46
[(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;]
47
[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.
43
Substituted ibid for “an applicant”.
44
Substituted for “a” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
45
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
46
47
Regulations, 2018, w.e.f. 10.04.2018.
12
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.]
(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
48
directors or members of the governing Board [of the manager] of another
REIT; and
48
Regulations, 2018, w.e.f. 10.04.2018.
13
(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;
(g) no unit holder of the REIT enjoys 49[superior] voting or any other rights over another
unit holder 50[and there are no multiple classes of units of REIT:]
51
[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 units;]
52
(h) [***]
(i) the applicant has clearly described at the time of application for registration, details
pertaining to proposed activities of the REIT;
(j) the 53[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;
(k) whether any previous application for grant of certificate by the 54[REIT or the parties
to the REIT or their directors/members of governing board] has been rejected by the
Board;
49
Substituted for “preferential” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
50
Substituted for “;” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
51
52
Prior to its omission, clause (h) read as under :
“there are no multiple classes of units of REIT;”
53
54
Substituted for the words “applicant or any related party” by the SEBI (Real Estate Investment Trusts)
14
(l) whether any disciplinary action has been taken by the Board or any other regulatory
authority against the 55[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.

56
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;
(c) the REIT and parties to the REIT shall satisfy with the conditions specified in regulation
4 at all times;
55
Substituted ibid.
56
15
(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.
57
[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.]
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 58[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.
57
16.06.2020.
58
16
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.
(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
59
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.
59
17
(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;
(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 60[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.
60
Substituted for “and its associates” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations,
2016, w.e.f. 30.11.2016
18
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 61[holdco and/or] SPV
have proper legal and marketable titles and that all the material contracts including rental or
62
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 63[holdco and/or] SPV.
(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.
(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.
(7) The manager shall arrange for adequate insurance coverage for the real estate assets of the
REIT:
64
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
61
62
63
64
19
(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 65[and the merchant banker(s) shall] shall be responsible for,-
66
(a) filing [***] offer document with the Board and the designated stock exchange
within the specified time period;
(b) obtaining in-principle approval 67[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.
68
(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.
(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.
65
66
Omitted “the draft and final”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016.
67
68
20
(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.
21
(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 69[ 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
70
less than [ once in a year] and such report is submitted to the designated stock exchange
within 71[sixty] days of end of such financial year ending March 31st 72[***].
(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.
69
70
Substituted for “twice annually”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations,
2016, w.e.f. 30.11.2016
71
Substituted for “forty five” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
72
Omitted “and half-year ending on September 30th”by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016.
22
Rights and responsibilities of sponsor(s)73[and sponsor group(s)].
11. (1) The sponsor(s) 74[and sponsor group(s)] shall set up the REIT and appoint the trustee
of the REIT.
(2) The sponsor(s) 75[and sponsor group(s)] shall transfer or undertake to transfer, subject to a
76 77
binding agreement and adequate disclosures in the initial offer [document], [their] entire
shareholding or interest 78[and rights] in the 79[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
80 81 82
[and rights] in the [holdco and/or] SPV by the sponsor(s) [and sponsor group(s)] as
required 83[under] any Act or regulations or circulars or guidelines of government or regulatory
authority as specified from time to time.
(3) With respect to holding of units in the REIT, 84[***]-
(a) 85[the sponsor(s) and sponsor group(s) shall collectively] hold a minimum of twenty
five percent. of the total units of the REIT after initial offer on a post-issue basis:
Provided that the minimum sponsor86[(s) and sponsor group(s)] holding specified
in this clause shall be held for a period of atleast three years from the date of
listing of such units:
73
74
75
76
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.
77
Substituted for “its” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
78
Regulations, 2018, w.e.f. 10.04.2018.
79
80
Regulations, 2018, w.e.f. 10.04.2018.
81
82
Regulations, 2018, w.e.f. 10.04.2018.
83
Inserted ibid.
84
Omitted“the sponsor(s) shall,” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016.
85
86
23
87
Provided further that any holding of the sponsor [(s) and sponsor group(s)]
exceeding the minimum holding as specified in this clause, shall be held for a
period of atleast one year from the date of listing of such units;
(b) 88[***];
(c) 89[***].
(4) 90[***]
(5) 91[***]
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;
87
88
16.06.2020. Prior to its omission, the clause read as under :
“(b) [the sponsor(s) and sponsor group(s)] together hold not less than fifteen per cent. of the outstanding units of
the listed REIT at all times;”
89
16.06.2020. Prior to its omission, the clause read as under :
“ (c) [each of the sponsor] individually [***] [shall] hold not less than five per cent. of the outstanding units of
the listed REIT at all times;”
90
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].”
91
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.”
24
(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,
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;
92
(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;
92
25
(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.
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 93[holdco or] SPV or any other person
in possession of such information.
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.
93
26
(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 94[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 95[] SPVs;
96
[(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;]
97
[(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;]
98
(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
99
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 100[such] requirements shall be fulfilled prior to 101[such]
allotment of units102[and], a declaration to the Board and 103
[to] the designated stock
94
Substituted for “all the assets owned by REIT” by the Securities and Exchange Board of India (Real Estate
95
96
97
16.06.2020.
98
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;”
99
Substituted for “with after initial offer” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
100
Substituted for “the” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
101
102
103
27
104
exchanges to that effect and adequate disclosures in this regard in the [***] offer
document.
105
[(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:
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.
104
Omitted “initial” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
105
28
(4) REIT, through the 106[merchant banker], shall file a draft offer document 107[along with the
fee as specified in Schedule II,] with the designated stock exchange(s) and the Board, not less
108 109
than [thirty] working days before filing the [***] offer document with the designated
stock exchange 110[and the Board].
(5) The draft offer document filed with the Board shall be made public, for comments, if any,
111
[***] by hosting it on the websites of the Board, designated stock exchanges and merchant
bankers associated with the issue 112[, for a period of not less than twenty one days].
113
(6) The [draft offer document and/ or offer document] shall be accompanied by a due
diligence certificate signed by the 114[***] 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.
115 116 117
(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
106
Substituted for “manager” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
107
108
Substituted for “twenty one” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
109
Omitted “final” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
110
111
Omitted “to be submitted to the Board, within a period of at least ten days,” by the SEBI (Real Estate
112
113
Substituted for “draft and final offer document” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
114
Omitted “Manager and” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
115
Substituted for “modifications” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations,
2016, w.e.f. 30.11.2016
116
Substituted for “suggested” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
117
Substituted for “in” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
29
merchant bankers or manager, the REIT may 118[file] the 119[***] offer document or follow-on
offer document 120[with the Board and the exchange(s)]:
121
[***]
122
(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 123[***].
(11) The initial offer or follow-on offer 124[or rights issue] shall be made by the REIT within a
period of not more than 125[one year] from the date of 126[***] issuance of observations by the
Board 127[***]:
128
Provided that if the initial offer or follow-on offer [or rights issue] is not made within the
specified time period, a fresh 129[draft] offer document shall be filed.
130
[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.
118
Substituted for “issue” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
119
30.11.2016
120
Substituted for “to the public” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
121
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
122
30.11.2016
123
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
124
125
Substituted for “six months” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
126
Omitted “last” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
127
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
128
129
130
30
(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.
131 132
(14) The minimum subscription [amount] from any investor in initial [ 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).
(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

133 134 135
[ninety] per cent. of the [fresh] issue size as specified in the [***] offer
document 136[***];
131
Regulations, 2021, w.e.f. 30.07.2021.
132
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.”
133
Substituted for “seventy five” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
134
135
Omitted “initial” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
136
Omitted “or follow-on offer document” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
31
(b) to applicants to the extent of oversubscription in case the moneys received is in
137
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;
138
[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,-
(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 139[, compulsorily convertible
securities (from the date such securities are fully paid-up)] or partnership interest
in the 140[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:
141
[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.]
137
Omitted “initial offer document or follow-on” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
138
139
140
141
32
(b) subject to other circulars or guidelines as may be specified by the Board in this
regard.
142
[(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;
(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.
142
33
(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.
143
[(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 144[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.
145
(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:
143
144
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)
145
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
34
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;
146
(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;
(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.
146
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;”
35
(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.

147
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:
147
36
Provided that this shall not apply to any land which is contiguous and extension of an existing
project being implemented in stages.
(3) The REIT may invest in properties through SPVs subject to the following,-
148
(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 149[and
an agreement 150[has been] entered into with such shareholders or partners to that
effect prior to investment in the SPV]:
151
[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.]
152
[(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 153[***].
154
[(3A) The REIT may invest in properties through holdco subject 155[to] the following,-
148
Substituted for the word “have” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
149
150
Substituted for the words “shall be” by the Securities and Exchange Board of India (Real Estate Investment
151
Regulations, 2018, w.e.f. 10.04.2018.
152
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;”
153
Omitted “subject to provisions of Companies Act, 2013” by the SEBI (Real Estate Investment Trusts)
154
155
Regulations, 2018, w.e.f. 10.04.2018.
37
(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 156[exercise]
any rights that prevent the REIT, the holdco or the SPV(s) from complying with
the provisions of these regulations and an agreement 157[has been] entered into with
such shareholders or partners to that effect prior to investment in the holdco and/or
SPVs:
158
[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.]
159
[(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;]
160
(4) Not less than eighty per cent. of value of the REIT assets shall be invested [***] in
completed and rent 161[and/or income] generating properties subject to the following,-
(a) if the investment has been made through a 162[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 163[ holdco and/or] SPVs shall
156
Substituted for the word “have” by the Securities and Exchange Board of India (Real Estate Investment Trusts)
157
Substituted ibid for the words “shall be”.
158
Regulations, 2018, w.e.f. 10.04.2018.
159
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);”
160
Omitted “proportionate to the holding of the REITs” by the SEBI (Real Estate Investment Trusts)
161
162
163
38
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
164
and [rent and/or income generating] shall be considered under this sub-
regulation and the remaining portion including any contiguous land as specified
under proviso to sub-regulation (2) shall be included under clause (a) of sub-
regulation (5).
165
(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,-
166 167
(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
168
[holdco and/or SPVs];
(c) mortgage backed securities;
164
Substituted for the words “rent-generating” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2017, w.e.f. 15.12.2017
165
Omitted “proportionate to the holding of the REITs” by the SEBI (Real Estate Investment Trusts)
166
Regulations, 2018, w.e.f. 10.04.2018.
167
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
168
Substituted for “SPV” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
39
(d) equity shares of companies 169[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;
170
[(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:
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.

171
[(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.]
172 173 174
(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.
169
Regulations, 2018, w.e.f. 10.04.2018.
170
Regulations, 2018, w.e.f. 10.04.2018.
171
172
Substituted for “seventy five” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
173
Regulations, 2018, w.e.f. 10.04.2018.
174
40
175
[***]
176
[***]
(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:
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
177
[holdco or] SPV, for a period of not less than three years from the date of purchase of such
property by the REIT or 178[holdco or] SPV.
179
(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 180[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.

181
(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.
175
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.”
176
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 176[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.”
177
178
179
180
181
Inserted by theSEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017
41
(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 182[holdco and/or] SPV,-
(a) not less than ninety per cent. of net distributable cash flows of the SPV shall be
183
distributed to the REIT [/holdco] in proportion of its holding in the SPV subject
to applicable provisions in the Companies Act, 2013 or the Limited Liability
Partnership Act, 2008;
184
[(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;
182
183
184
42
(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;
185
(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; 186[***]
(ii) if the REIT 187[***] proposes not to invest the sales proceeds made into
188
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) 189[, (b), (c) and (d) of sub-regulation 16];
(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.
(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
185
Substituted for “SPV” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
186
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) (Amendment) Regulations, 2016, w.e.f. 30.11.2016
187
Omitted “or SPV” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
188
189
Substituted for “and (b)” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
43
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;
(e) invest in securities issued by related parties;
(f) borrow from related parties.
(3) With respect to purchase or sale of properties 190[***] 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
191
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 192[, 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 193[***];
(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;
190
Omitted “both prior to and” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016
191
192
193
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
44
(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,
194
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
(ii) the value of the funds borrowed from related parties, in a financial year,
exceeds ten per cent. of the total consolidated borrowings of the REIT
195
[, 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;
194
195
45
(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.
(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
46
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
196
or to be received by [such] related party197[(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.
(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.
196
Substituted “any person or entity which is an associate of the” by the SEBI (Real Estate Investment Trusts)
197
47
(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. 198[(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).]
199
[(2)] The aggregate consolidated borrowings and deferred payments of the REIT 200[, 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.
201 202
[(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.
203
[(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.
198
199
Re-numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017
200
201
202
203
48
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:
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,204[ 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;
204
49
(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.
205
[***]
(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.
(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
205
Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017.
Prior 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.”
50
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,-
(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;
51
(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 206[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;
207
[(fa) de-classification of the status of sponsor;]
(g) any issue for which the Board or the designated stock exchange requires
approval under this sub-regulation,
206
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
207
16.06.2020
52
approval from unitholders shall be required where the votes cast in favour of the resolution
shall be 208[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;
209
(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;
208
Substituted “not less than one and half times” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016
209
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;”
53
(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,
approval from unit holders shall be required where the votes cast in favour of the
210
resolution shall be not less than [one and half] times the votes cast against the
resolution.
211
[***]
212
[(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.
210
Substituted “three”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
211
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.”
212
16.06.2020.
54
(8) In case of any change in sponsor or 213[inducted] sponsor or change in control of sponsor
or 214[inducted] sponsor,-
215
(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) if such change does not receive the required approval,-

216
(i) in case of change of sponsor or [inducted] sponsor, the
217 218
proposed [inducted] sponsor [***] shall provide the
dissenting unit holders an option to exit by buying their units
219
[in the manner specified by the Board];
220
[(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
any change due to entry of a new sponsor with or without exit of
an existing sponsor.]
(c) if on account of such sale, the number of unit holders forming part of the
public falls below 221[as required under sub-regulation (2A) of Regulation
213
Substituted for the word “re-designated” by the SEBI (Real Estate Investment Trusts) (Second Amendment)
Regulations, 2020, w.e.f. 16.06.2020.
214
Regulations, 2020, w.e.f. 16.06.2020.
215
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;”
216
Regulations, 2020, w.e.f. 16.06.2020.
217
Regulations, 2020, w.e.f. 16.06.2020.
218
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 .
219
16.06.2020
220
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;”
221
55
14] two hundred or below 222[ the trustee may provide a period of one year
to the manager to rectify the same, failing which], the 223[manager] shall
apply for delisting of the units of the REIT in accordance with regulation
17.
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.
(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 224[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;
222
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
223
Substituted for “trustee” the trustee may provide a period of one year to the manager to rectify the same,
failing which
224
56
(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.

225
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.
(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,
226
[for a period of not less than seven years,]-
225
226
57
(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;
(c) documents pertaining to application made to the Board for registration as a REIT;
(d) titles of the real estate assets:
58
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.
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
227
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;
227
59
(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.
(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
60
228
[ 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
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.
228
61
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.
229[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
230
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.
(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.
229
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,
230
2021 w.e.f. 3-8-2021.
62
231
[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 market232[; or]
233
[(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.
34. The regulations specified in the Schedule VII to these regulations shall be amended in the
manner and to the extent stated therein.
SCHEDULE I
FORMS
FORM A
Securities and Exchange Board of India
231
232
233
Clause number inserted ibid
63
(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)
64
234 235
(c) Whether the [trust] [/] sponsor(s)/236[***] manager 237
[ 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. 238[DETAILS OF TRUST]
(a) Write-up on the activities of the 239[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

240
(e) [***]
234
Substituted for the word “applicant” by the Securities and Exchange Board of India (Real Estate Investment
235
Substituted “or its associates or its”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations,
2016, w.e.f. 30.11.2016
236
Omitted “trustee/” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
237
238
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.
239
Substituted ibid.
240
Prior to its omission, sub paragraph (e) read as under : “List of associates of the trustee”
65
(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
241
[(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
241
Regulations, 2018, w.e.f. 10.04.2018.
66
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 242[executed] Investment Management agreement
(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 243[***].
(c) Brief details of the assets proposed to be held under REIT

244
(d) Details of leverage at [holdco and /or SPV(s)] and REIT level (current and
proposed)
242
Regulations, 2018, w.e.f. 10.04.2018.
243
Omitted “including copy of the draft initial offer document” by the SEBI (Real Estate Investment Trusts)
244
Substituted “SPV” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016
67
(e) Fee structure
7. DETAILS OF REGULATORY ACTION TAKEN IN THE PAST, IF ANY

245
(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
246
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 247[ REIT or the parties to the REIT or their directors/ members
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 248[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
249
(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)
245
Substituted “applicant or any of its related party(ies)” by the SEBI (Real Estate Investment Trusts)
246
247
248
249
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.
68
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)
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
_______________________________________________________________
69
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
70
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 250[alongwith] filing 251[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
252
[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
250
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
251
Substituted “the letter of offer” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations,
2016, w.e.f. 30.11.2016
252
Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f.
6.3.2017.
71
Exchange Board of India' payable at Mumbai or at respective regional or local
office, as may be required.
72
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
73
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
253
[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
253
74
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
254
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
255
[holdco and/or] SPV, rights of REIT in the 256[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
254
255
256
75
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
257
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
257
Prior to its omission, sub paragraph (c) read as follows:
“Projections of income of the REIT over next three years beginning the current financial year certified by the
manager with respect to calculation and assumptions and certified by the auditor with respect to arithmetical
accuracy”
76
258 259
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
260
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
261
[(d) Projections of income of the REIT over next three years beginning the
current financial year certified by the manager and the auditor with respect to
calculation and assumptions
(e) Contingent liabilities as on the date of the financial information disclosed

in the offer document/placement memorandum]
12. Rights of Unit Holders
a. Rights of unit holders

b. Proposed disclosures to the unit holders either directly or by public
dissemination on the Designated Stock Exchanges website
c. Frequency and manner of meetings of unit holders
13. Title disclosures, litigations and regulatory actions
258
259
Substitued “prior to the offer” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,
w.e.f. 30.11.2016.
260
Omitted “(consolidated and stand alone)” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016.
261
77
a. Title disclosure of the properties including any material litigations pertaining
to the properties
262
b. Brief description of the material litigations and regulatory actions [which
are] pending, against the REIT, sponsor263[(s)], manager, 264
[ or any of their
associates and sponsor group(s), the trustee and valuer,] if any 265[***]
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

266
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 267[(to be signed by the board of directors of the manager and
sponsor)]
268[20. The documents to be provided to the Board,-
a. Full valuation report, alongwith offer document
262
Substituted “, whether completed or” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016.
263
264
Substituted “trustee, valuer or any of their associates,” by the SEBI (Real Estate Investment Trusts)
265
Symbol and words “, in the past 5 years” omitted by the Securities and Exchange Board of India (Real Estate
266
Prior to its omission, sub paragraph (a) read as follows:
“Full Valuation Report”
267
268
78
b. Due diligence certificate alongwith draft offer document and offer document
c. In principle approval from the exchange(s)]
79
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
80
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
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. 269[1]Details of all related party transactions during the year 270
[, value of which exceeds
five per cent of value of the REIT assets]
271
[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. 272[***]
273
[14A. Brief details of material and price sensitive information]
274
15. Brief details of material litigations and regulatory actions [which are] pending, against
the REIT, 275[ 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
269
Sub-claue number inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017,
w.e.f. 15.12.2017
270
271
272
Prior to its omission, paragraph 14 read as follows:
“Brief report on corporate governance”
273
274
Substituted “, whether completed or” by the SEBI (Real Estate Investment Trusts) (Amendment)
Regulations, 2016, w.e.f. 30.11.2016.
275
Substituted “parties to the REIT or any of their associates” by the SEBI (Real Estate Investment Trusts)
81
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
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
82
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 276[, 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,
277
[developable area, leasable area, completed area, occupied area] etc.
3. occupancy rate
276
277
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.
83
iv. In case of under-construction properties, the following shall be mentioned:
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)
278
[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
278
84
xxi. On-going 279[***] 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:
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 280[regulation 21] of these Regulations
279
Words “and closed” omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts)
280
Substituted for “regulation 20” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017,
w.e.f. 15.12.2017
85
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.
86
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.
U.K. SINHA
CHAIRMAN
SECURITIES AND EXCHANGE BOARD OF INDIA
87

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THE GAZETTE OF INDIA

PART – III – SECTION 4

NEW DELHI, SEPTEMBER 26, 2014

SECURITIES AND EXCHANGE BOARD OF INDIA

Mumbai, the 26th of September, 2014

SECURITIES AND EXCHANGE BOARD OF INDIA (REAL ESTATE INVESTMENT TRUSTS)

No. LAD-NRO/GN/2014-15/11/1576 - In exercise of the powers conferred by section 30 read

Short title and commencement.

(i) any person controlled, directly or indirectly, by the said person;

(f) “certificate” means a certificate of registration granted under these regulations;

(g) "change in control" means,-

(ii) in any other case, change in the controlling interest;

Explanation.─ For the purpose of sub-clause (ii), the expression “controlling

(zc) “parties to the REIT” shall include the 18

(i) parties to the REIT;

(zs) "special purpose vehicle" or "SPV" means any company or LLP, -

a. an infrastructure finance company registered with the Reserve Bank of India

(zw) “under-construction property” means a property of which construction is not complete

(zx) “unit” means beneficial interest of the REIT;

REGISTRATION OF REAL ESTATE INVESTMENT TRUSTS

Registration of real estate investment trusts.

(d) with regard to sponsor(s),-

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

(e) with regard to the manager,-

(f) with regard to the trustee,-

Furnishing of further information, clarification and personal representation.

Procedure for grant of certificate.

Procedure where registration is refused.

RIGHTS AND RESPONSIBILITIES OF PARTIES TO THE REIT, VALUER AND

Rights and responsibilities of trustee.

(13) In case of any change in manager due to removal or otherwise,-

(18) The manager shall submit to the trustee,-

(3) With respect to holding of units in the REIT, 84[***]-

Rights and responsibilities of the valuer.

Rights and responsibilities of the auditor.

ISSUE AND LISTING OF UNITS

Issue and allotment of units.

(20) The REIT shall refund money, -

(a) to all applicants in case it fails to collect subscription amount of exceeding

(22) Units may be offered for sale to public,-

Offer document and advertisements.

(c) not provide for any guaranteed returns to the investors;

(d) include such other disclosures as may be specified by the Board.

Listing and trading of units.

INVESTMENT CONDITIONS, RELATED PARTY TRANSACTIONS,

Investment conditions and distribution policy.

(ii) under-construction properties which are a part of the existing income

(c) mortgage backed securities;

Provided that the investments, made through unlisted equity shares of a

(e) government securities;

(f) unutilized FSI of a project where it has already made investment;

(h) money market instruments or cash equivalents.

(12) A REIT shall not invest in units of other REITs.

Provided that investment in debt securities shall not be considered as lending.

(15) In case of any co-investment with any person(s) in any transaction,-

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

Related party transactions.

(2) A REIT, subject to the conditions specified hereunder, may,-

(a) acquire assets from related parties;

(b) sell assets or securities to related parties;