SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/64

3 · 1.Period of financial statements to be disclosed

3 · 1.1. The offer document shall contain audited financial statements for a period of three financial years and stub period (if applicable) .

3 · 1.2. The audited stub period financial statements shall be disclosed, if financial statements for latest completed financial year included in the offer document is older than six months from the date of filing of the offer document. The stub period should not end up to a date earlier than six months from the date of filing of the offer document.

3 · 1.3. In case of a follow -on offer, if the REIT has been in existence for a period lesser than the last three completed financial years, then financial statements of the REIT shall be disclosed for such financial years for which the REIT has been in existence and for the stub period (if applicable).

3 · 2.Nature of financial statements

3 · 2.1.In case of an initial offer, audited combined financial statements of the REIT shall be disclosed in the offer document. The principles for preparation of combined financial statements are discussed in Section '(G)' below.

3 · 2.2.In case of a follow -on offer, audited consolidated financial statements of the REIT shall be disclosed in the offer document. The separate audited financial statements of the REIT shall be disclosed on the REIT's website and the link to REIT's separate financial statements shall be specified in the offer document.

3 · 2.3.In case of a follow -on offer, if the REIT has undertaken any acquisition or divestment of any material assets after the latest period for which the financial information is disclosed in the offer document but before the date of filing of the offer document, the certified proforma financial statements of the REIT shall be disclosed for at least the period covering last completed financial year and the stub period , if any .

3 · 3.Content and basis of preparation of financial information

3 · 3.1. The financial information shall be prepared in accordance with Indian Accounting Standards (Ind AS) and/or any addendum thereto as defined in Rule 2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015.

3 · 3.2. The financial information shall, inter-alia, disclose the following financial statements:

3 · 3.3. Applicability of Schedule III of the Companies Act, 2013:

3 · 3.4. In the 'Statement of Profit or Loss', the REIT shall disclose Earnings per Unit (EPU) in place of Earnings per share. The principles for computation of EPU shall be same as the principles laid down in Ind AS 33 Earnings per Share, to the extent applicable. Relevant disclosures shall be provided as part of the notes for the EPU computation.

3 · 3.5. In the ' Statement of Changes in Unit holders' Equity', changes in unit holders' equity resulting from aggregate amount of investments by unit holders in the REIT, and dividends / other distributions by REIT to unit holders shall be disclosed separately.

3 · 3.6. For the purpose of preparation of financial information under the REIT Regulations, Unit Capital shall be considered as Equity.

3 · 3.7. The financial information shall be disclosed after making the following adjustments, wherever applicable and wherever quantification is possible:

3 · 3.8. Financial statements shall disclose all 'material' items, i.e., the items if they can, individually or collectively, influence the economic decisions made on the

3 · 4.Additional financial disclosures

3 · 4.1.Project wise operating cash flows:

3 · 4.2.Contingent liabilities:

3 · 4.3.Commitments:

3 · 4.4.Related party transactions:

3 · 4.5.Capitalisation statement

3 · 4.6.Debt payment history

3 · 4.7.Statement of Net Assets at Fair Value

3 · 4.8. Statement of Total Returns at Fair Value

3 · 5.Audit of Financial Information:

3 · 5.1.The financial information shall be audited and the following shall be complied with respect to same:

3 · 6.The offer document shall contain disclosures of the projections of income and operating cash flows of the REIT including related assumptions, project-wise, for the next three financial years and for the current financial year (i.e. the financial year in which the offer document is filed with the Board). For the current financial year, the breakup of amount shall be given in the notes to projections as (a) Actual, and (b) Projection .

3 · 7.In case of initial offer, the projections shall be disclosed for REIT assets/projects that are proposed to be owned by the REIT prior to the allotment of units in the public offer.

3 · 8.The following minimum items shall be disclosed as a part of the projections:

3 · 9.The aforesaid projections, including assumptions, shall be certified by the auditor. For the purpose of said certification, the auditor shall be guided by the requirements of SAE 3400 for 'The Examination of Prospective Financial Information' and any other relevant standards/directions issued by ICAI in this context.

3 · 10.Further, the aforesaid projections (including the underlying assumptions and calculations) shall also be certified by the Manager.

3 · 11.REIT shall prepare and disclose Management Discussion and Analysis (MDA) (by the Manager), based on the financial statements. A comparison shall be provided for the most recent financial information with financial information of previous two years.

3 · 12.MDA shall, inter-alia contain the following:

3 · 13.Working Capital

3 · 14.Past Market Performance

3 · 15.Other Disclosures

3 · 16.An offer document of REIT shall include summary of the audited consolidated financial statements (including the Balance Sheet and Statement of Profit and Loss (without schedules)) of Manager and Sponsor(s) for past three completed years,

3 · 17.In case the Manager and/or Sponsor(s) has/have done a transition from Companies (Accounting Standards) Rules, 2021 to Companies (Indian Accounting Standards) Rules, 2015 at any time during the period of last three years, then the financial information for the last three years shall be disclosed on the following basis:

3 · 18.Further, if any of the Manager/Sponsor is a foreign entity and is not legally required to comply with the Companies Act, 2013, then the financial statements of such entity may be prepared in accordance with International Financial Reporting Standards (IFRS).

3 · 19.The framework for computation of NDCF by REITs and its Holdcos/ SPVs shall be as under:

10 · Debt repayment at Trust level will not be reduced from NDCF to the extent such debt is refinanced at the HoldCo/SPV level and such proceeds from refinancing have been transferred by the HoldCo/SPV to the Trust for such debt repayment.

11 · Manager of the REIT is required to ensure the following while making distributions:

3 · 20.For preparation of Combined Financial Statements, as has been indicated in paragraph 3.2.1 under Section '(A)' above, REIT shall follow the following principles:

3 · 20.1.Assets/entities forming part of Combined Financial Statements:

3 · 20.2.Underlying assumption for preparation of Combined Financial Statements

3 · 20.3.Preparation of Combined Financial Statements:

3 · 21.In addition to the principles listed at paragraph 3.20 above, the REIT/Manager, while preparing the Combined Financial Statements of the REIT, shall also be guided by the requirements laid down in the 'Guidance Note on Combined and Carve-Out Financial Statements' and any other pertinent guidance/directions issued by ICAI in this context.

3 · 22.For preparation of proforma financial statements , a as has been indicated in paragraph 3.2.3 under Section '(A)' above, the acquisition / divestment would be considered as material if acquired / divested business or SPV or HoldCo in aggregate contributes 20% or more to turnover, net worth or profit before tax in the latest annual consolidated financial statements of the REIT.

3 · 23.The proforma financial statements shall be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time and certified by statutory auditor of the REIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) appointed by the manager on behalf of the REIT.

3 · 24.REIT may voluntarily choose to provide proforma financial statements of acquisitions or divestments (i) even when they are below the above materiality threshold or (ii) if the acquisitions or divestments have been completed prior to the latest period(s) for which financial information is disclosed in the offer document. Furthermore, the

3 · 25.REIT may also voluntarily include financial statements of the business acquired or divested, provided that such financial statements are certified by the auditor (of the asset acquired or divested) or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI.

3 · 26.Where the businesses acquired / divested does not represent a separate entity , general purpose financial statement may not be available for such business. In such cases, combined / carved-out financial statements for such business shall be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time.

3 · 27.Further, in case of non-material acquisitions / divestments, disclosures in relation to the fact of the acquisition / divestment, consideration paid / received and mode of financing shall be made in the offer document. Further, such disclosures shall be certified by the statutory auditor of the REIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) appointed by the manager on behalf of the REIT .

3 · 28.If the proceeds of issue are to be used for acquisition of one or more businesses or entities, the REIT may voluntarily provide proforma financial statements to disclose the impact of such acquisition, for such financial periods as determined by the manager , provided such proforma financial statements are prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time and certified by the statutory auditor of the REIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI and who are appointed by the manager on behalf of the REIT.

3 · 29.The follow -on offer document shall contain disclosures specified under Schedule III of the REIT Regulations .

3 · 30.In case the objects of the issue involve acquisition of any new asset(s) , the following disclosures shall be made in the follow -on offer document for the asset(s) proposed to be acquired from the proceeds of the follow-on offer:

3 · 31.In case any show-cause notice(s) has been issued by the Board or the adjudicating officer or prosecution proceeding(s) has been initiated by the Board, against the REIT or its sponsor, sponsor group, manager or their respective promoters or directors, necessary disclosures in respect of such action(s) along with its potential adverse impact on the REIT shall be made in the follow-on offer document .

3 · 32.If the REIT or its sponsor, sponsor group, manager or their respective promoters or directors has settled any alleged violations of securities laws through the settlement mechanism of the Board in the past three years immediately preceding the date of

3 · 33.Other Disclosures

3 · 34.The merchant banker shall ensure that the financial information contained in the follow -on offer document and the particulars as per audited financial statements are not more than six months old from the issue opening date.

4 · 1.Frequency and Time period for disclosures:

4 · 1.1.The REIT shall submit quarterly and year to date financial results to the stock exchanges within forty-five days of end of each quarter, other than the last quarter.

4 · 1.2.The REIT shall submit annual financial results for the financial year to the stock exchanges, within sixty days from the end of the financial year.

4 · 1.3.The REIT shall submit financial results in respect of the last quarter along with the results for the entire financial year, with a note stating that the figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the current financial year.

4 · 1.4.The REIT shall submit a Statement of Net Distributable Cash Flows (NDCF) as part of the financial results, whenever the REIT declares and distributes NDCF as per the distribution policy disclosed to the unitholders .

4 · 1.5.The REIT shall submit following statements on half yearly and annual basis as part of the financial results:

4 · 1.6.The REIT shall also disclose Statement of NCDF in the annual report and half yearly report.

4 · 1.7.The REIT shall, subsequent to listing, submit its financial information for the quarter or the financial year immediately succeeding the period for which the financial statements have been disclosed in the offer document for the initial offer, in accordance with the above specified timeline i.e. within forty-five days of end of quarter or within sixty days from the end of the financial year, as the case may be, or within twenty-one days from the date of its listing, whichever is later.

4 · 2.Nature and format of financial information

4 · 2.1.The financial information shall be disclosed on both separate as well as consolidated basis, unless otherwise specified .

4 · 2.2.Financial Results

4 · 2.3.Statement of Assets and Liabilities

4 · 2.4.Statement of Changes in Unitholders’ Equity

4 · 2.5.Statement of Cash Flows

4 · 2.6.Statement of Net Assets at Fair Value

4 · 2.7.Statement of Total Returns at Fair Value

4 · 2.8.Statement of NDCFs

4 · 3.Comparative information

4 · 3.1.The annual financial information shall contain comparative information for the immediately preceding financial year.

4 · 3.2.The comparative information would consist of corresponding amounts (comparative figures) for all the items shown in the financial statements (as specified in paragraph 4.5 below), including notes, and for the additional disclosures (as specified in paragraph 4.6 below), to the extent applicable.

4 · 3.3.In cases where the REIT was not in existence in the previous corresponding reporting period(s) mentioned at paragraph 4.3.1 above, then the comparative information may not be provided and the said fact shall be clearly disclosed.

4 · 4.Basis of preparation of financial information

4 · 4.1.The financial information shall be prepared on the basis of accrual accounting policy and shall be in accordance with uniform accounting practices adopted for all the periods, except if otherwise permitted under Ind AS and/ or any addendum thereto as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015

4 · 4.2.The financial results and the financial statements (other than annual financial statements) of the REIT shall be prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 – Interim Financial Reporting, specified under the Companies (Indian Accounting Standards) Rules, 2015.

4 · 4.3.HoldCos and SPVs owned by the REIT may prepare financial statements in accordance with accounting standards and laws applicable to them.

4 · 4.4.In addition to the disclosure mentioned above, the REIT may, if it so desires, also submit the financial information as per the International Financial Reporting Standards ('IFRS'). In such case, the material differences, if any, between the financial information as per Ind AS and as per IFRS, shall be appropriately highlighted and explained.

4 · 5.Financial Statements:

4 · 5.1.The financial statements shall be as mentioned in paragraph 3.3.2 of Chapter 3 of this master circular and shall be prepared in the manner specified in paragraph 3.3.3 of Chapter 3 of this master circular , with the exceptions and modifications as mentioned below:

4 · 5.2.In the 'Statement of Profit or Loss', the REIT shall disclose Earnings per Unit (EPU) in place of Earnings per share. The principles for computation of EPU shall be same as the principles laid down in Ind AS 33 Earnings per Share, to the extent applicable. Relevant disclosures shall be provided as part of the notes for the EPU computation.

4 · 5.3.In the ' Statement of Changes in Unit holders' Equity', changes in unit holders' equity resulting from aggregate amount of investments by unit holders in the REIT, and dividends / other distributions by REIT to unit holders shall be disclosed separately.

4 · 5.4.The annual separate and consolidated financial statements shall be prepared in accordance with Indian Accounting Standards (Ind AS) and / or any addendum thereto as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 to the extent not contrary to the REIT Regulations.

4 · 5.5.The financial statements, other than annual financial statements, of the REIT can be in the form of condensed financial statements prepared in compliance with the minimum requirements for condensed financial statements laid down in Indian Accounting Standard 34 – Interim Financial Reporting, specified under the Companies (Indian Accounting Standards) Rules, 2015.

4 · 5.6.Financial statements shall disclose all 'material' items, i.e., the items if they can, individually or collectively, influence the economic decisions made on the basis of the financial statements.

4 · 5.7.In cases of any sale/divestment of any holding(s)/investment(s) in underlying SPV(s)/HoldCo(s) or any sale of real estate asset(s) by the REIT, the profit/loss on such transactions should be shown on a gross basis.

4 · 6.Additional disclosures while submission of financial information

4 · 6.1.Manager Fees:

4 · 6.2.Changes in Accounting policies:

4 · 6.3.Disclosures related to Modified Opinion(s)

4 · 6.4.Other Statements:

4 · 6.5.Statement of Net Borrowings Ratio

4 · 6.6.Statement of Net Assets at Fair Value

4 · 6.7.Statement of Total Returns at Fair Value

4 · 7.Approval and authentication of financial information:

4 · 7.1.The financial information submitted shall be approved by the board of directors of the manager.

4 · 7.2.Subsequent to the above, the financial information shall be signed by the Chairperson or the Managing director/partner or the Whole time director/partner on the Board of Directors/Governing Body of the Manager and in the absence of all of them; it shall be signed by any other director/partner of the Manager who is duly authorized by the Board of Directors/Governing Body to sign the financial information.

4 · 8.Audit of Financial Information:

4 · 8.1.The annual financial information submitted to the stock exchanges shall be audited and accompanied with audit report .

4 · 8.2.The financial information, other than annual financial information, submitted to the stock exchanges may be either audited or unaudited subject to the following:

4 · 8.3.The audit / limited review shall be carried out by the auditor appointed for the REIT as per the REIT Regulations. The auditor, so appointed, shall be the one who has subjected itself to the peer review process of the Institute of Chartered Accountants of India ('ICAI') and who holds a valid certificate issued by the Peer Review Board of ICAI.

4 · 8.4.The REIT shall ensure that, for the purpose of quarterly and year to date consolidated financial information, hundred percent of each of the consolidated revenue, assets and profits, respectively, shall be subjected to audit in case of audited results, or shall be subjected to limited review in case of unaudited results .

4 · 8.5.In case the financial information is audited, it shall comply with all the requirements specified in paragraph 3.5 of Chapter 3 of this master circular, to the extent applicable, and the audit report shall contain disclosures stated therein. In addition to the auditor's opinion on the matters specified in paragraph 3.5.1 e) of Chapter 3 of this master circular, the auditor shall also give his opinion on the following:

4 · 8.6.While performing limited review as required under Regulation 13(5) of the REIT Regulations, the REIT, the statutory auditors of REIT, the entities whose accounts are to be consolidated with the REIT and the statutory auditors of such entities shall follow the procedure in accordance with the circular issued by the Board under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable .

4 · 9.A REIT shall disclose summary of the audited consolidated financial statements (including the Balance Sheet and Statement of Profit and Loss (without schedules)) of Manager for the latest financial year, along with comparative figures for the immediate preceding financial year, prepared in accordance with the accounting standards and laws, as applicable for the Manager , in the annual report of the REIT .

4 · 10.The above information may not be disclosed if the Manager's Net worth is not materially eroded (Material erosion shall be judged by the Trustees in light of various pertinent factors including but not restricted to size of REIT, size of Manager, amount of Net worth erosion, prevailing circumstances, etc.) when compared to its Net worth as per its last disclosed financial statements by the REIT.

4 · 11.Every REIT shall maintain proper books of account, records and documents etc. relating to a period of not less than eight financial years immediately preceding a financial year, or where the REIT had been in existence for a period of less than eight years, in respect of all the preceding years.

4 · 12.Listing Agreement:

4 · 12.1.REIT shall enter into a simplified listing agreement, with all the Stock Exchanges where it proposes to list its units, in lines with the format as specified under the SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015 on 'Format of uniform Listing Agreement'.

4 · 12.2.However, with respect to the compliance with the listing conditions, REIT shall follow the REIT regulations and circulars issued therein.

4 · 13.Disclosure of Unit holding pattern:

4 · 13.1.A REIT shall disclose its Unit holding pattern for each class of unit holders, as applicable, within the following time periods, as applicable:

4 · 13.2.The Unit holding pattern shall be disclosed in the following format:

4 · 14.Review of Credit Rating:

4 · 14.1.Every credit rating, wherever required to be obtained by a REIT as per Regulation 20 (2) of the REIT Regulations, shall be reviewed once a year, by the registered credit rating agency.

4 · 14.2.The credit rating review shall be completed annually within 30 days from the end of the financial year. Further, immediately upon completion of the credit rating review exercise and upon the receipt of the credit rating report, an intimation along with all pertinent information should be made to the Stock Exchanges.

4 · 15.Website of REIT:

4 · 15.1.A REIT shall maintain a functional website wherein the contents of the said website should be updated up to last 2 days and the website which should contain all the relevant information about REIT, inter-alia, including the following:

4 · 15.2.Further, the contents of the website should be updated within 2 days of any changes / developments which trigger a need for an update on the website.

4 · 16.Grievance Redressal Mechanism:

4 · 16.1.REIT shall ensure that adequate steps are taken for expeditious redressal of investor complaints.

4 · 16.2.REIT shall ensure that it is registered on the SCORES platform or such other electronic platform or system of the Board as shall be mandated from time to time, in order to handle investor complaints electronically in the manner specified by the Board.

4 · 16.3.All complaints including SCORES complaints received by the REIT shall be disclosed in the format mentioned in Annexure -4 on the website of the REIT and also filed with the recognized stock exchange(s), where its units are listed within 21 days from the end of financial year or end of quarter, as the case may be.

4 · 16.4.The Trustee and the Board of Directors/Governing Body of the Manager shall ensure that all investor complaints are redressed by the Manager in timely manner. Further, the statement as specified in paragraph 4.16.3 above shall be placed, on a quarterly basis, before the Board of Directors/Governing Body of the Manager and the Trustee for review.

4 · 17.Statement of deviation(s) or variation(s)

4 · 17.1.The REIT shall submit to the recognized stock exchange(s), where its units are listed, the following statement(s) on a quarterly basis for any public issue, rights issue, preferential issue, etc.:

4 · 17.2.The statement(s) specified above, shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.

4 · 17.3.REIT shall prepare an annual statement of funds utilized for purposes other than those stated in the offer document or explanatory statement to the notice for the general meeting, certified by the statutory auditors of the REIT, and place it before the before the Trustee and the Board of Directors/Governing Body of the Manager till such time the money raised through the issue has been fully utilized.

4 · 18.Additional disclosure requirements for REITs which have outstanding borrowings

4 · 18.1.REITs which have issued debt securities under SEBI (Issue and Listing of NonConvertible Securities) Regulations, 2021 shall be required to comply with following continuous disclosure requirements:

4 · 18.2.REITs which have any outstanding borrowings shall make the following disclosures:

4 · 18.3.Modified opinion(s) in audit reports having a bearing on the interest payment or redemption or principal repayment capacity of the REITs shall be appropriately and adequately addressed by the board of the manager while publishing the accounts for the said period.