SEBI/HO/DDHS -PoD -2/P/CIR/2024/43

3 · 1. anything done or any action taken or purported to have been done or taken under the superseded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or adjudication commenced or show cause notice issued prior to such supersession, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

3 · 2. any application made to SEBI under the superseded circulars, prior to such supersession, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;

3 · 3. the previous operation of the superseded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the superseded circulars, any penalty, incurred in respect of any violation committed against the superseded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the superseded circulars have never been superseded;

1 · 1.In order to facilitate ease of operations in terms of applying for registration, reporting and various compliances under SEBI (Real Estate Investment Trusts) Regulations, 2014 (REIT Regulations), SEBI has introduced an online system for filings related for REITs. The online system can be used for application for registration, reporting and filing under the provision of aforesaid Regulations.

1 · 2.All applicants desirous of seeking registration as REITs are now required to submit their applications online only, through SEBI Intermediary Portal at https://siportal.sebi.gov.in . Furthermore, all SEBI registered REITs are required to file/ submit/ apply for any request, as may be required under the provision of REIT Regulations & Circulars issued thereunder, through the online system only. The aforesaid online filing system has been made operational.

1 · 3.Link for SEBI Intermediary Portal is also available on SEBI website - www.sebi.gov.in . In case of any queries and clarifications, users may refer to the manual provided in the portal or contact the Portal Helpline as specified in the manual.

1 · Circular No. SEBI/HO/IMD/DF1/CIR/P/2017/83 dated July 24, 2017

2 · 1.Appointment and obligations of merchant banker and others:

2 · 1.1.The Manager on behalf of the REIT, in line with Regulation 10 (5) of SEBI REIT Regulations, shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the lead merchant banker, to carry out the obligations relating to the issue.

2 · 1.2.Where the issue is managed by more than one merchant banker, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each merchant banker shall be predetermined and disclosed in the offer document.

2 · 2.Filing of offer document

2 · 2.1. Draft offer document, offer document and final offer document shall mean as under:

2 · 2.2. The draft offer document shall be filed with the Board and the designated stock exchanges in accordance with REIT Regulations.

2 · Circular No. CIR/IMD/DF/136/2016 dated December 19, 2016

2 · 2.3. The lead merchant bankers shall submit the following to the Board along with the draft offer document:

2 · 2.4. The draft offer document shall be hosted on the websites as specified under Regulation 14(5) of the REIT Regulations and the period of hosting on the website for comments, if any, shall be at least twenty-one days. The lead merchant banker shall file a statement with the Board giving information of the comments received by them or the REIT or the parties to the REIT on the draft offer document during that period and the consequential changes, if any, to be made in the draft offer document.

2 · 2.5. Subject to regulation 14(7), (8) and (9) of REIT Regulations, the Board may specify changes or issue observations, if any, on the draft offer document within the later of the following:

2 · 2.6. The merchant banker(s) shall ensure that all comments received from the Board on the draft offer document are suitably addressed prior to the filing of the offer document with the Board and designated stock exchanges;

2 · 2.7. The lead merchant banker shall submit the following documents to the Board along with the offer document:

2 · 2.8. If changes are made in the draft offer document or offer document with respect to any of the following, the lead merchant banker shall file fresh draft offer document with the Board highlighting all changes made in the draft offer document or offer document, as applicable, along with the fees as specified in REIT Regulations:

2 · 2.9. All other changes/ updations in the draft offer document or offer document which are not covered under clause 2.2.8 above shall be carried out by the lead merchant banker and offer document with updated details shall be filed with the Board without fees.

2 · 2.10.The manager shall, after filing the offer document with the Board, make a preissue advertisement on the website of the sponsor, manager and stock exchanges.

2 · 2.11.The manager may also issue such pre-issue advertisement in any newspaper and on the website of the REIT, if applicable.

2 · 3. Allocation in public issue

2 · 3.1. In an issue made through the book building process or otherwise, the allocation in the public issue shall be as follows:

2 · 3.2. Manager of the REIT in consultation with merchant banker(s) may allocate upto 60% of the portion available for allocation to Institutional Investors to anchor investors as under:

3 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

4 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

2 · 4.Application and Abridged version of the offer document.

2 · 4.1.The application form and the abridged version of the offer document as stated in Regulation 14(13) of the REIT Regulations for the issue shall be prepared by the merchant banker(s).

2 · 4.2.The merchant banker(s) shall make arrangements for distribution of the application form along with a copy of the abridged version of the offer document.

2 · 4.3.The abridged version of the offer document shall contain the disclosures as specified in Annexure 3 and shall not contain any matter extraneous to the contents of the offer document.

5 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

2 · 4.4.No person shall make an application in the public issue for that number of units which exceeds the number of units offered to public.

2 · 5.Security Deposit

2 · 5.1.The Manager on behalf of the REIT shall deposit, before the opening of subscription, and keep deposited with the stock exchange(s), an amount calculated at the rate of 0.5% of the amount of units offered for subscription to the public or Rs 5 crore, whichever is lower.

2 · 5.2.The manner of deposit/refund/release/forfeiture of such deposit shall be in the manner specified by the stock exchange(s)and by the Board from time to time.

2 · 6.Opening of an issue and subscription period.

2 · 6.1.An issue shall be opened after at least five working days from the date of filing the offer document with the Board.

2 · 6.2.The lead merchant banker shall submit a due diligence certificate as per Form C of Annexure -1, immediately before the opening of the issue.

2 · 6.3.A public issue shall be kept open for at least three working days but not more than thirty days. However, in case the price band in a public issue made through the book building process is revised, the bidding (issue) period disclosed in the final offer document shall be extended for a minimum period of one working day, provided however that the total bidding period shall not exceed thirty days.

6 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

2 · 6.4.The manager on behalf of the REIT may issue advertisements for issue opening and issue closing.

2 · 7.Underwriting.

2 · 7.1. Where the REIT desires to have the issue underwritten, it shall appoint the underwriters in accordance with SEBI (Underwriters) Regulations, 1993.

2 · 7.2. The merchant banker(s) and syndicate members shall not subscribe to the issue in any manner except for fulfilling their underwriting obligations.

2 · 7.3. In case of underwritten issue, the lead merchant banker(s) shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.

2 · 8.Price and price band

2 · 8.1. The manager on behalf of the REIT may determine the price of units in consultation with the merchant banker(s) or through the book building process.

2 · 8.2. Differential price shall not be offered to any investor.

2 · 8.3. The manager on behalf of the REIT shall announce the floor price or price band at least [two] 7 working days before the opening of the bid (in case of an initial public offer) on the website of the sponsor, manager and stock exchanges and in all the newspapers in which the pre issue advertisement was released and website of REIT, if applicable.

2 · 8.4. The announcement referred to in clause 2.8.3 above shall contain relevant financial ratios computed for both upper and lower end of the price band and also a statement drawing attention of the investors to the section titled "basis of issue price" in the offer document.

7 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

2 · 8.5. The floor price or price band and the relevant financial ratios referred to in clause 2.8.4 shall be disclosed on the websites of those stock exchanges where the units are proposed to be listed.

2 · 8.6. The floor price or price band shall be pre-filled in the application forms available on the websites of the stock exchanges.

2 · 8.7. The Manager on behalf of the REIT shall, in consultation with merchant banker(s), determine the issue price based on the bids received.

2 · 8.8. Once the final price (cut-off price) is determined, all those bidders whose bids have been found to be successful (i.e. at and above the final price or cut-off price) shall be entitled for allotment of units.

2 · 8.9. The merchant banker(s) may reject a bid placed by a qualified institutional buyer for reasons to be recorded in writing provided that such rejection shall be made at the time of acceptance of the bid and the reasons therefore shall be disclosed to the bidders.

2 · 9.Bidding process

2 · 9.1. [The REIT shall accept bids using only the Application Supported by Blocked Amount (ASBA) facility for making payment i.e. writing their bank account numbers and authorising the banks to make payment in case of allotment, by signing the application forms] 8 . [In addition, individual investors may apply in public issues of units of REITs with a facility to block funds through Unified Payments Interface (UPI) mechanism for application value upto Rs. 5 lakh. The process flow for availing the option of blocking funds through UPI mechanism is placed at Part A of Annexure 11.] 9

2 · 9.2. [The bidding process shall be done only through an electronic bidding platform provided by recognised stock exchanges . ] 10

8 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

9 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June 24, 2022

10 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

2 · 9.3. [Modes of application in public issue of units of REITs:

2 · 9.4.New entities / mechanisms part of the public issue process using UPI

2 · 9.5.Validation by Stock Exchanges and Depositories

2 · 9.6.Role of entities involved in the public issue process

11 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June 24, 2022

12 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

13 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June24, 2022

2 · 9.7.Other requirements in public issue process

2 · 9.8. The Merchant Banker shall ensure that the process of additional payment mechanism through UPI is disclosed in the offer document and in all the newspaper where issue advertisement is disclosed.] 15 [The blocking of funds accompanied with any revision of Bid, shall be adjusted against the amount blocked at the time of the original bid or the previously revised bid.] 16

14 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

15 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June24, 2022

16 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

2 · 9.9. The merchant banker(s) shall ensure that adequate infrastructure is available with syndicate members for data entry of the bids in a timely manner.

2 · 9.10.The bidding terminals shall contain an online graphical display of demand and bid prices updated at periodic intervals, not exceeding thirty minutes.

2 · 9.11.The manager on behalf of the REIT may decide to close the bidding by institutional investors one day prior to the closure of the issue subject to the condition that bidding shall be kept open for a minimum of three days for all categories of applicants and suitable disclosures made in the draft offer document and offer document.

2 · 9.12.No investor shall either withdraw or lower the size of bids at any stage.

2 · 9.13.The identity of Institutional Investors except anchor investors making the bidding shall not be made public.

2 · 9.14.The stock exchanges shall continue to display on their website, the data pertaining to book built issues in a uniform format, inter alia giving category-wise details of bids received, for a period of atleast three days after closure of bids.

2 · 10.Allotment procedure and basis of allotment.

2 · 10.1.On receipt of the sum payable on application, the manager on behalf of the REIT shall allot the units to the applicants.

2 · 10.2.The allotment of units to applicants other than anchor investors shall be on proportionate basis within the specified investor categories and the number of units allotted shall be rounded off to the nearest integer, subject to minimum allotment as per REIT Regulations.

2 · 10.3.In case of under -subscription in any investor category, the unsubscribed portion in either of the category specified in clause 2.3.1 may be allotted to applicants in the other category.

2 · 10.4.The authorized representatives of the designated stock exchange along with the post issue merchant bankers and registrars to the issue shall ensure that the basis of allotment is finalized in a fair and proper manner.

2 · 11.Listing of units 17

2 · 11.1. The Self Certified Syndicate Banks (SCSBs), stock exchanges, depositories, intermediaries shall co -ordinate to ensure completion of listing (through public issue) and commencement of trading of units of the REIT, within six working days from the date of closure of issue. The indicative timelines from issue closure till listing are as under .

17 · Circular No, SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/54 dated April 28, 2022

2 · 12.Maintenance of books and records

2 · 12.1.A final book of demand showing the result of the allocation process shall be maintained by the merchant banker(s) .

2 · 12.2.The merchant banker(s) and other intermediaries associated in the book building process shall maintain records of the book building prices.

2 · 12.3.The Board shall have the right to inspect the records, books and documents relating to the book building process and such person shall extend full cooperation.

2 · 13.Post -issue reports.

2 · 13.1.The lead merchant banker shall submit the following post-issue reports to the Board:

2 · 13.2.The lead merchant banker shall submit a due diligence certificate along with the final post issue report as per Form D of Annexure 1 .

2 · 14.Public communications, publicity materials, advertisements and research reports.

2 · 14.1.Any public communication including advertisement, publicity material, research reports, etc. concerned with the issue shall not contain any matter extraneous to the contents of the offer document.

2 · 14.2.The Manager on behalf of the REIT shall make prompt, true and fair disclosure of all developments taking place between the date of filing offer document with the Board and the date of allotment of units which may have a material effect on the REIT, by issuing public notices on the website of the sponsor, manager and stock exchanges and in all the newspapers in which the pre issue advertisement was released and website of REIT, if applicable.

2 · 14.3.In respect of all public communications, the Manager on behalf of the REIT shall obtain approval from the merchant bankers responsible for marketing the issue.

2 · 14.4.Any such public communication shall comply with the following:

2 · 14.5.No such public communication shall be issued giving any impression that the issue has been fully subscribed or oversubscribed during the period the issue is open for subscription.

2 · 14.6.No such public communication shall contain any offer of incentives, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise.

2 · 14.7.[The merchant bankers shall submit a compliance certificate in respect of news reports appearing for the period between the date of filing the draft offer document with the Board and the date of closure of the issue in accordance with the Clause 11of Schedule IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.] 18

2 · 15.Other Obligations of Post-issue lead merchant banker

2 · 15.1.Obligations of the post-issue merchant banker(s) with respect to refund, allotment, payment of interest to applicants in case of delayed allotment/refund, etc. shall be as per the disclosure in the offer document.

2 · 15.2.The post-issue merchant banker(s) shall regularly monitor redressal of investor grievances relating to post-issue activities such as allotment, refund, etc.

2 · 15.3.The post-issue merchant banker(s) shall ensure that advertisement giving details relating to oversubscription, basis of allotment, number, value and percentage of all applications, number, value and percentage of successful allottees for all applications , date of completion of dispatch of refund orders or instructions to Self -Certified Syndicate Banks by the Registrar, date of dispatch of certificates and date of filing of listing application, etc. is released within ten days from the date of completion of the above activities on the website of the REIT, sponsor, manager, stock exchanges and in all the newspapers in which the pre issue advertisement was released, if applicable.

2 · 15.4.The post-issue merchant banker(s) shall ensure that REIT, advisors, brokers or any other entity connected with the issue do not publish any advertisement stating that issue has been oversubscribed or indicating investors' response to the issue, during the period when the public issue is still open for subscription by the public.

18 · Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019

2 · 15.5.The post-issue merchant banker(s) shall continue to be responsible for postissue activities till the subscribers have received credit to their demat account or refund of application moneys and the listing agreement is entered into by the REIT with the stock exchange and listing/ trading permission is obtained.

2 · 16.General conditions:

2 · 16.1.Restrictions on issue: No REIT shall make a public issue of units, if the REIT or parties to the REIT or the promoter(s) or director(s) of parties to the REIT:

2 · 16.2.Alteration of rights of holders of units: No REIT shall alter the terms (including the terms of issue) of units which may adversely affect the interests of the holders of that units unless a resolution to that effect is passed at a meeting of the unitholders in accordance with Regulation 22(5) of REIT Regulations.

2 · 16.3.Prohibition on payment of incentives: No person connected with the issue, including a person connected with the distribution of the issue, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application for allotment of units:

2 · 16.4.Appointment of Compliance Officer: The compliance officer designated by the manager under Regulation 10(26) of the REIT Regulations shall be

2 · 16.5.General obligations of Merchant Bankers

3 · 1.Period of financial information to be disclosed:

3 · 1.1. The offer document shall contain financial information for a period of last three completed financial years immediately preceding the date of offer document.

3 · 1.2. If the closing date of the last completed financial year falls more than six months before the date of offer document, then the REIT shall also disclose interim financial information, in addition to the three year financial information referred in para 3.1.1 above.

3 · 2.Nature of financial information

3 · 2.1. REIT shall disclose the financial information for the previous three financial years and the interim period, if any, in either of the following manner depending upon the history of the REIT:

19 · Circular No. CIR/IMD/DF/141/2016 dated December 26, 2016

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 presented by the REIT can be in the form of condensed financial statements. Such financial information shall comply with the minimum requirements for condensed financial statements as described in Ind AS 34 on 'Interim Financial Reporting', to the extent applicable.

3 · 3.3. The financial information shall, inter-alia, disclose the following financial statements:

3 · 3.4. The financial information shall be disclosed after making the following adjustments, wherever applicable and wherever quantification is possible:

3 · 3.5. Financial statements shall disclose all 'material' items, i.e., the items if they can, individually or collectively, influence the decisions made on the basis of the financial statements. Materiality shall be judged and determined by the

3 · 4.Additional financial disclosures

3 · 4.1.Project wise operating cash flows:

3 · 4.2.Earnings per Unit:

3 · 4.3.Contingent liabilities:

3 · 4.4.Commitments:

3 · 4.5.Related party transactions:

3 · 4.6.Capitalisation statement

3 · 4.7.Debt payment history

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, project-wise, over the next three years including related assumptions.

3 · 7.The projections shall be disclosed for REIT assets/projects that are owned by the REIT or are proposed to be owned by 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 for the next three years:

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.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, prepared in accordance with accounting standards, as applicable, as per the Companies Act, 2013 and rules thereunder.

3 · 16.In case the Manager and/or Sponsor(s) has/have done a transition from Companies (Accounting Standards) Rules, 2006 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 · 17.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 · 18.The framework for computation of NDCF by REITs and its Holdcos/ SPVs shall be as under:

20 · Circular No. SEBI/HO/DDHS/DDHS -PoD/P/CIR/2023/185 dated December 06, 2023

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

3 · 19.1.Period for which combined financial statements shall be disclosed

3 · 19.2.Assets/entities forming part of Combined Financial Statements:

3 · 19.3.Underlying assumption for preparation of Combined Financial Statements

3 · 19.4.Preparation of Combined Financial Statements:

3 · 20.In addition to the principles listed at paragraph 3.19 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 · 21.For the financial statements listed at Paragraph 3.3.3 of Section '(A)' above, the line items shall, at minimum, include the following:

3 · 21.1.Line items for Balance Sheet:

3 · 21.2.Line items for Statement of Profit and loss/Income and Expenditure

3 · 21.3.Line items for the "Statement of changes in Unit holders’ equity"

3 · 21.4.Line items for the "Statement of Cash flow / Receipts and Payments”

3 · 21.5.Line items for ‘Statement of Net Assets at Fair Value’

3 · 21.6.Line items for ‘Statement of Total Return at Fair Value’:

3 · 22.Headings, line items, sub-line items and sub-totals may be presented as an addition or substitution on the face of the financial statements when such presentation is relevant to an understanding of a REIT's financial position or performance or to cater to industry/sector-specific disclosure requirements or when required for compliance with the REIT regulations or Indian Accounting Standards or any other law.

4 · 1.Frequency and Time period for disclosures:

4 · 1.1.A REIT shall submit its half yearly and annual financial information to the Stock Exchanges.

4 · 1.2.The financial information shall be submitted to the Stock Exchanges within the following time period:

4 · 2.Nature of financial information

4 · 2.1.The financial information shall be disclosed on both standalone as well as consolidated basis.

4 · 3.Comparative information

21 · Circular No. CIR/IMD/DF/146/2016 dated December 29, 2016

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 key 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.

4 · 4.2.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.

4 · 4.3.In addition to the financial information in accordance with Ind AS as mentioned at Paragraph 4.4.2 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.Key Financial Statements:

4 · 5.1.The financial information presented by the REIT can be in the form of condensed financial statements. Such financial information shall comply with the minimum requirements for condensed financial statements as described in Ind AS 34 on 'Interim Financial Reporting', to the extent applicable.

4 · 5.2. The annual financial information shall include the following financial statements:

4 · 5.3.The half yearly financial information shall include the following financial statements

4 · 5.4.For the key financial statements listed above, the minimum information to be disclosed shall be as specified in paragraphs 3.21 and 3.22 of Chapter 3 of this master circular

4 · 5.5.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 · 5.6.In cases of any sale/divestment of any holding(s)/investment(s) in underlying SPV(s)/HoldCo(s) or any sale of any 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.Statement of Net Distributable Cash Flows (NDCFs):

4 · 6.2.Manager Fees:

4 · 6.3.Changes in Accounting policies:

4 · 6.4.Disclosures related to Modified Opinion(s)

4 · 6.5.Other Statements:

4 · 7.Approval and authentication of financial information:

4 · 7.1.The financial information shall be signed by two designated personnel of the Manager certifying that the financial information do not contain any false or misleading statement or figures and do not omit any material fact which makes the statements or the figures contained therein misleading.

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 shall be audited, whereas the half yearly financial information may be either audited or unaudited. In case the REIT opts to submit unaudited financial information, the same shall be subject to limited review by the auditor of REIT .

4 · 8.2.The audit/limited review shall be carried out by the auditor appointed for the REIT as per the REIT Regulations.

4 · 8.3.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 · 8.4.The financial information submitted to the Stock Exchanges shall be accompanied with Audit Report or Limited Review Report, as the case may be.

4 · 9.Along with the annual financial information of REIT, 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.

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:

22 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/44 dated March 23, 2020

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.] 23

4 · 16.4.[The Trustee and the Board of Directors/Governing Body of the Manager, shall review the aforementioned statement, before submission of the same to the Stock Exchange(s), and shall ensure that all investor complaints are redressed by the Manager in timely manner . 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 Para 4.16.3.

23 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/599 dated July 22, 2021

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 furnish an explanation for the aforementioned variation in its Annual report.

4 · 17.4.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

24 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/115 dated August 22, 2024

25 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/115 dated August 22, 2024

4 · 18.Additional disclosure requirements for REITs which have issued and listed debt securities26

4 · 18.1.REITs which have issued debt securities shall be required to comply with following continuous disclosure requirements:

26 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2018/71 dated April 13, 2018

5 · 1.The operational modalities, for the participation by the strategic investors in REITs shall be as under:

5 · 1.1.A REIT, if chooses to invite subscriptions from the strategic investors shall undertake the same in the following manner:

27 · Circular No. SEBI/HO/DDHS/CIR/P/2018/10 dated January 18, 2018

5 · 1.2.The units subscribed by strategic investors, pursuant to the unit subscription agreement, will be locked-in for a period of 180 days from the date of listing in the public issue.

6 · 1.For issuance of debt securities, REITs shall follow provisions of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 ("NCS Regulations") in the following manner:

6 · 1.1.Regulation 25(4) and Regulation 16 of NCS Regulations shall not be applicable for issuance of debt securities by REITs .

6 · 1.2.The compliances required to be made with respect to Companies Act, 2013 or any filing to be made to Registrar of Companies in terms of the NCS Regulations, shall not apply to REITs for issuance of debt securities unless specifically provided in this chapter .

6 · 1.3.All other provisions of NCS Regulations shall apply to REITs subject to there being no conflict with REIT Regulations or circulars issued thereunder. In case of conflict, provisions of REIT Regulations or circulars issued thereunder shall prevail over NCS Regulations.

6 · 2.For the issuance of debt securities REITs shall appoint one or more debenture trustee registered with SEBI under Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993.

6 · 3.Any secured debt securities issued by REITs shall be secured by the creation of a charge on the assets of the REIT or holdco or SPV, having a value which is sufficient for the repayment of the amount of such debt securities and interest thereon.

28 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2018/71 dated April 13, 2018

6 · 4.With reference to NCS Regulations and LODR Regulation and circulars issued thereunder, the reference to the following terms made therein, should, for the purpose of this chapter, be construed as follows, unless otherwise required:

7 · 1.REITs may issue listed commercial papers subject to the following:

29 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/ 122 dated September 22, 2022

8 · 1. Regulation 14(18) of SEBI (Real Estate Investment Trust) Regulations, 2014 ("REIT Regulations") provides that the units of REIT shall be issued only in dematerialized form to all the applicants.

8 · 2. In order to promote dematerialization of securities, encourage ease of doing business, improve transparency in the dealings of securities of SPVs/ Hold Cos, REITs shall hold the securities of Hold Cos and SPVs in dematerialized form only. The Manager of the REIT shall ensure the same.

30 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/75 dated May 22, 2023

9 · 1.Regulation 22(3) of SEBI (Real Estate Investment Trusts) Regulations, 2014 provides that an annual meeting of all unit holders shall be held not less than once a year within one hundred twenty days from the end of financial year and the time between two meetings shall not exceed fifteen months. Further, Manager of REITs are also required to hold meetings of unit holders for certain matters specified under SEBI (Real Estate Investment Trusts) Regulations, 2014

9 · 2.Enabling participation of unit holders through Video Conferencing or other Audio Visual means ensures maximum participation of the unit holders in the decisionmaking process, irrespective of their geographical location, and delivers collaborative in -person experience at their convenience.

9 · 3.The Manager of the REIT are allowed to conduct meetings of unit holders through Video Conferencing or Other Audio Visual Means. While conducting meetings of unit holders through Video Conferencing or Other Audio Visual Means, the Manager of the REIT is required to adopt the following procedures in addition to any other requirement specified under the SEBI (Real Estate Investment Trusts) Regulations, 2014 and circulars issued thereunder:

31 · Circular No. SEBI/HO/DDHS/DDHS_Div2/P/CIR/2023/13 dated January 12, 2023

9 · 4.Reporting and Monitoring:

10 · 1."Institutional Placement" shall mean a preferential issue of units by a listed REIT only to Institutional Investors, as defined under REIT Regulations or circulars issued thereunder.

10 · 2.A listed REIT may make a preferential issue of units or institutional placement of units under these guidelines, if it satisfies the following conditions:

10 · 2.1.A resolution of the existing unitholders approving the issue of units, in accordance with Regulation 22(6) of the REIT Regulations has been passed.

10 · 2.2.[Units of the same class, which are proposed to be allotted have been listed on a stock exchange for a period of at least six months prior to the date of issuance of notice to its unit holders for convening the meeting to pass the resolution in terms of clause 10.2.1. above.] 33

10 · 2.3.The REIT has obtained in principle approval of the stock exchange(s) for listing of the units proposed to be issued under these guidelines.

10 · 2.4.The REIT is in compliance with all the conditions for continuous listing and disclosure obligations under the REIT Regulations and circulars issued thereunder.

10 · 2.5.None of the respective promoters or partners or directors of the sponsor(s) or manager or trustee of the REIT is a fugitive economic offender declared under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018).

10 · 2.6.[The REIT shall not make any subsequent institutional placement until the expiry of two weeks from the date of the prior institutional placement made pursuant to one or more resolutions.] 34

32 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/142 dated November 27, 2019

33 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/130 dated September 28, 2022

34 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/184 dated September 28, 2020

10 · 3.Any issuance of units under these guidelines shall be done in the following manner:

10 · 3.1.The units shall be allotted in the dematerialized form only and shall be listed on the stock exchange(s) where the units of the REIT are listed.

10 · 3.2.Any offer or allotment through private placement shall not be made to more than 200 investors (excluding institutional investors) in a financial year.

10 · 3.3.Other than to the extent of the issue of units that is proposed to be made for consideration other than cash, full consideration for the units issued shall be paid by the prospective allottees prior to the allotment of the units, through banking channels. All such monies shall be kept by the Trustee in a separate bank account in the name of the REIT and shall only be utilized for adjustment against allotment of units or refund of money to the applicants till the time such units are listed.

10 · 3.4.The minimum allotment and trading lot for units issued shall be equivalent to the minimum allotment and trading lot as applicable to the units of the same class, under the extant provisions of the REIT Regulations or circulars issued thereunder.

10 · 3.5.[Post allotment, the REIT shall make an application for listing of the units to the stock exchange(s) and the units shall be listed within two working days from the date of allotment:

10 · 3.6.The REIT shall file an allotment report with SEBI within seven days of allotment of the units providing details of the allottees and allotment made. Placement document, if applicable, shall also be filed with the Board along with the allotment report.

10 · 3.7.The issue of units shall comply with the conditions and manner of allotment for preferential issue and institutional placement as provided in paragraphs 10.4 to 10.11 below .

10 · 4.Unit holders’ approval

10 · 4.1.The issuer shall, in an explanatory statement to the notice for the general meeting proposed for passing the resolution in terms of para 10.2.1 above, make appropriate disclosures including the following:

35 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0116 dated August 26, 2022

10 · 5. Pricing of Units

10 · 5.1.[Where the units of the REIT are frequently traded, the price of units to be allotted pursuant to the preferential issue shall not be less than higher of the following:

10 · 5.2.A preferential issue of units to " institutional investors " not exceeding five in number, shall be made at a price not less than the 10 trading days' volume weighted average prices of the related units quoted on a recognised stock exchange preceding the relevant date.

10 · 5.3.Where the units of the REIT are not frequently traded, the price determined by the REIT shall take into account the NAV of the REIT based on a full valuation of all existing REIT assets conducted in terms of REIT Regulations.

10 · 6.Lock -in

10 · 6.1.[The units allotted to sponsor(s) and sponsor group shall be locked-in for a period of three years from the date of trading approval granted for the units:

36 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0116 dated August 26, 2022

37 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020

10 · 6.2.The units allotted to persons other than the sponsor(s) shall be locked-in for a period of one year from the date of trading approval for such units.

10 · 6.3.The entire pre-preferential issue unitholding of the allottees, if any, shall be locked -in from the relevant date up to a period of six months from the date of trading approval.

10 · 6.4.[The lock-in requirement mentioned at paragraph 10.6.2. and 10.6.3. above shall not be applicable in case of units allotted to an employee benefit trust for the purpose of a unit based employee benefit scheme in compliance with Chapter IVA of the REIT Regulations.] 39

10 · 7.Allotment

10 · 7.1.[Preferential issue of units shall not be made to any person who has sold or transferred any units of the issuer during the 90 trading days preceding the relevant date. Further, where any person belonging to the sponsor(s) or Sponsor group(s) has sold/transferred their units of the issuer during the 90 days preceding the relevant date, all sponsors and members of sponsor group(s) shall be ineligible for allotment of units on a preferential basis.

38 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/184 dated September 28, 2020

39 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/158 dated November 13, 2024

40 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0116 dated August 26, 2022

10 · 7.2.Allotment pursuant to the unit holders' resolution shall be completed within a period of fifteen days from the date of passing of such resolution:

10 · 8.Placement document

10 · 8.1.The issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue.

10 · 8.2.The lead manager(s) shall, while seeking in-principle listing approval for the units, furnish to each stock exchange on which the same class of units of the issuer are listed, a due diligence certificate stating that the units are being issued under institutional placement and that the issuer complies with requirements of these guidelines, and also furnish a copy of the preliminary placement document along with any other document required by the stock exchange.

41 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/158 dated November 13, 2024

10 · 8.3.The lead manager(s) shall exercise due diligence and shall satisfy themselves with all aspects of the Issue including the veracity and adequacy of disclosures in the placement document.

10 · 8.4.The institutional placement shall be made on the basis of a placement document which shall contain all material information, including disclosures as specified in Annexure - 5 .

10 · 8.5.The preliminary placement document and the placement document shall be serially numbered and copies of the same shall be circulated only to select investors.

10 · 8.6.The preliminary placement document and the placement document shall be placed on the websites of the relevant stock exchange(s) and of the issuer with a disclaimer to the effect that it is in connection with an institutional placement and that no offer is being made to the public or to any other category of investors.

10 · 9.Pricing of Units

10 · 9.1. [The institutional placement shall be made at a price not less than the average of the weekly high and low of the closing prices of the units of the same class quoted on the stock exchange during the two weeks preceding the relevant date:

10 · 10.Transferability

42 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/114 dated July 05, 2023

10 · 10.1.The units allotted through the institutional placement shall not be sold by the allottee for a period of one year from the date of allotment, except on a recognised stock exchange.

10 · 11.Allotment

10 · 11.1.Allotment pursuant to the unit holders' resolution shall be completed within a period of 365 days from the date of passing of such resolution:

10 · 11.2.[No allotment shall be made, either directly or indirectly, to any institutional investor who is a sponsor(s) or manager, or is a person related to, or related party or associate of, the sponsor(s) or the manager .

43 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/130 dated September 28, 2022

11 · 1.Conditions for issuance

11 · 1.1.No REIT shall make a rights issue of units unless the following conditions are satisfied:

44 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/09 dated January 17, 2020

11 · 2.Appointment of merchant banker(s) and other intermediaries

11 · 2.1.The manager on behalf of the REIT, in line with Regulation 10(5) of REIT Regulations, shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the merchant banker(s), to carry out the obligations relating to the issue.

11 · 2.2.If the REIT desires to have the issue underwritten, it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993.

11 · 2.3.In case of an underwritten issue, the merchant banker(s) shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.

11 · 2.4.The merchant banker(s) shall exercise due diligence and shall satisfy themselves with all aspects of the issue including the veracity and adequacy of disclosures in the letter of offer.

11 · 3.Draft Letter of Offer and Letter of Offer

11 · 3.1.The manager, on behalf of the REIT shall file a draft letter of offer with the Board through the lead merchant banker along with filing fees as specified in Schedule II of REIT Regulations.

11 · 3.2.The lead merchant banker shall submit the following to the Board along with the draft letter of offer:

11 · 3.3.The manager, on behalf of the REIT shall also file the draft letter of offer with the stock exchange(s) where the units of the REIT are listed and further make it public by posting the same on the website of the stock exchange(s)

11 · 3.4.The draft letter of offer shall also be displayed on the website of the REIT and the merchant bankers.

11 · 3.5.The manager shall, after filing the draft letter of offer and letter of offer with the Board, make appropriate advertisement on the website of the sponsor, manager and stock exchanges.

11 · 3.6.The manager may also issue such advertisement in any newspaper and on the website of the REIT .

11 · 3.7.The Board may specify changes or issue observations, if any, on the draft letter of offer within fifteen days from the later of the following dates:

11 · 3.8.If the Board specifies any changes or issues observations on the draft letter of offer, the manager on behalf of the REIT and lead merchant banker(s) shall carry out such changes in the draft letter of offer and shall submit to the Board an updated draft letter of offer complying with the observations issued by the Board and highlighting all changes made in the draft letter of offer before filing the letter of offer with the stock exchanges.

11 · 3.9.The lead merchant banker shall, along with filing of the letter of offer with the Board and the stock exchange(s), furnish to the Board, a due diligence certificate along the lines of Form B of Annexure 1 of this master circular .

11 · 3.10.The draft letter of offer and letter of offer shall contain disclosures as specified in Annexure - 6 .

11 · 3.11.The manager, on behalf of the REIT, and the merchant banker(s) shall ensure that the letters of offer are hosted on the websites of the REIT , merchant bankers and the stock exchanges where the units are listed and their content is the same as the versions filed with the Board and the stock exchange(s), as applicable.

11 · 3.12.The draft letter of offer and letter of offer, as applicable, shall also be furnished to the Board in soft copy.

11 · 4.Application

11 · 4.1.The application form for the issue shall be prepared by the merchant banker(s) and the merchant banker(s) shall make arrangements for distribution of the application form.

11 · 5.Pricing of Units

11 · 5.1.The manager on behalf of the REIT, in consultation with the lead merchant banker(s), shall decide the issue price before determining the record date.

11 · 5.2.The issue price shall be disclosed in the letter of offer filed with the Board and the stock exchange(s).

11 · 6.Timelines

11 · 6.1.The manager, on behalf of the REIT, shall announce the record date to stock exchange(s) at least three working days (excluding the date of intimation and the record date) prior to the record date. The REIT shall not withdraw its rights issue after announcement of the record date.

11 · 6.2.The rights issue shall open within three months from the record date.

11 · 6.3.The rights issue shall be kept open for at least three working days but not more than fifteen working days.

11 · 7.Manner of issuance of units

11 · 7.1.Any issuance of units under these guidelines shall be done in the following manner:

11 · 8.Subscription, Allotment and Listing of Units

11 · 8.1.Minimum Subscription

11 · 8.2. The sponsor(s), their associates and members of the sponsor group who are unitholders as on the record date, may choose to subscribe to additional

11 · 8.3.The minimum allotment and trading lot for units issued shall be equivalent to the minimum allotment and trading lot as applicable to the units of the same class, under the extant provisions of the REIT Regulations or circulars issued thereunder.

11 · 8.4.The REIT shall not make any allotment in excess of the units offered through the letter of offer except in case of oversubscription for the purpose of rounding off to even lots to make allotment, in consultation with the designated stock exchange.

11 · 8.5.Allotment shall be made in the following manner:

11 · 8.6.The units allotted in the manner specified above shall be listed within six working days from the issue closing date.

11 · 9.Restriction on further capital issues

11 · 9.1.The REIT shall not make any further issue of units in any manner whether by way of public issue, rights issue, preferential issue, qualified institutions placement, institutional placement, issue of bonus shares or otherwise during the period between the date of filing the draft letter of offer with the Board and the listing of the units offered through the letter of offer or refund of application monies.

11 · 10.The REIT shall file an allotment report with the Board providing details of the allottees and allotment made within 15 days of the issue closing date.

11 · 11.[A REIT satisfying the conditions mentioned below and desirous of issuing units under fast track rights issue shall, for such an issue, follow guidelines specified in this master circular except those under paragraphs 11.3.1 , 11.3.2 , 11.3.7 , and 11.3.8 above:

11 · 11.1. the units of the REIT have been listed on any stock exchange for a period of at least three years immediately preceding the record date;

11 · 11.2. all the units of the REIT are held in demat form on the record date;

11 · 11.3. the average market capitalisation of public unitholding of the REIT is at least two hundred and fifty crore rupees;

11 · 11.4. the REIT is in compliance with the listing and disclosure requirements of the REIT Regulations;

11 · 11.5. the REIT has redressed at least ninety-five per cent. of the complaints received from the investors till the end of the quarter immediately preceding the month of the record date;

11 · 11.6. no show -cause notices have been issued or prosecution proceedings have been initiated by the Board and pending against the REIT , parties to the REIT or their respective promoters or partners or directors as on the record date;

11 · 11.7. the REIT, parties to the REIT or their respective promoters or partners or directors has not settled any alleged violation of securities laws through the consent or settlement mechanism with the Board during three years immediately preceding the record date;

11 · 11.8. units of the REIT have not been suspended from trading as a disciplinary measure during last three years immediately preceding the record date;

11 · 11.9. no regulatory action has been imposed on the REIT in the three years preceding the year in which rights issue is proposed;

11 · 11.10. there shall be no conflict of interest between the lead merchant banker(s) and the REIT or parties to the REIT in accordance with the applicable regulations;

11 · 11.11. The sponsor(s) and sponsor group shall mandatorily subscribe to their rights entitlement and shall not renounce their rights, except to the extent of renunciation within the respective sponsor group or for the purpose of complying with minimum public shareholding norms prescribed under the REIT Regulations, 2014;

11 · 11.12. there are no audit qualifications on the audited accounts of the REIT in respect of those financial years for which such accounts are disclosed in the letter of offer;

11 · 12.The REIT shall file the letter of offer with the Board in accordance with paragraph 11.3.9 and shall pay fees to the Board as specified in Schedule II of REIT Regulations for issuing units through fast track rights issue route . ] 45

45 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020

12 · 1.Encumbrance on units

12 · 1.1.[Regulation 11(3A) of Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 requires that the units required to be held in terms of sub -regulation (3) shall be locked in and shall not be encumbered. However, any encumbrance created on units held to comply with the minimum unit holding requirement applicable before the date of coming into effect of the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, may continue if the encumbrance exist on such date subject to conditions mentioned at para 12.2 below.] 47

12 · 2.Conditions for invocation during the mandatory holding period

12 · 2.1.Such encumbrance shall not be permitted to be invoked during the holding period prescribed in terms of Regulation 11(3) of the REIT Regulations unless the following conditions are satisfied:

12 · 3.Obligation of entity creating encumbrance

46 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/44 dated March 23, 2020

47 · Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023

12 · 3.1.Sponsor(s) and sponsor group creating encumbrance on the units held by them, shall provide details of the encumbrance to the manager of the REIT within two working days from the date of creation of such encumbrance in the format specified at Annexure - 7 .

12 · 4.Other obligations

12 · 4.1.The REIT shall within two working days from the receipt of details in terms of clause 12.3 shall disclose such information to every stock exchange where units of the REIT are listed.

13 · 1.Definitions: For the purpose of this chapter:

13 · 1.1.“Acquirer” means,

13 · 1.2.“persons acting in concert” means,—

48 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/123 dated July 17, 2020

13 · 1.3."Cut -off date" means a date not more than three working days before the date of meeting for determining the eligibility to vote;

13 · 1.4."Dissenting unit holders" means unit holders as on the cut-off date who have not voted in favour of the resolution proposed in terms of Regulation 22(6A) or Regulation 22(8) of the REIT Regulations, irrespective of whether present or not;

13 · 1.5."Frequently traded units" shall have the same meaning as assigned to it in paragraph 10.5.2 of this master circular.

13 · 1.6. ["Relevant date" means the last day of voting for resolution under Regulation 22(6A) or Regulation 22(8) of the REIT Regulations.

13 · 2.An acquirer providing exit option to dissenting unitholders in terms of this chapter shall appoint one or more merchant bankers, registered with the Board, as lead manager(s) for the exit option/offer, who shall ensure compliance with the provisions of REIT Regulations and this chapter. Lead manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and shall also file the same along with the due diligence certificate, in line with format specified in Form A in Annexure -1 of this master circular, with the Exchange(s). The broad contents of LoF are indicated in Annexure -8 .

49 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/640 dated October 05, 2021

13 · 3.Upon completion of exit option process, a due diligence certificate in line with format specified in the Form D in Annexure - 1 of the master circular, shall be filed by the lead manager(s) with the Board within two working days of payment of consideration by the acquirer.

13 · 4.Manner and mechanism of exit option:

13 · 4.1. The Acquirer shall facilitate tendering of units by the unit holders and settlement of the same through the stock exchange mechanism as specified by SEBI for the purpose of takeover, buy-back and delisting in case of equity listed companies.

13 · 4.2. Manager shall be entitled to receive from the Acquirer all expenses incurred and payable to external agencies related to the exit offer process prescribed in this chapter .

13 · 4.3. Units tendered in exit option shall be in multiples of the trading lot as applicable to the units of the same class of the REIT, under the existing provisions of the REIT Regulations and circulars issued thereunder.

13 · 4.4. Dissenting Unit holders who are unitholders on the cut-off date for the purpose of voting shall be eligible to avail the exit option/offer only in respect of such number of units held by such Dissenting Unitholders on the cut -off date.

13 · 4.5. A summary of activities pertaining to exit option/offer is indicated below along with the prescribed timelines:

13 · 4.6. [However, in case an acquisition described under Regulation 22(6A) or change in sponsor or change in control of sponsor or inducted sponsor under Regulation 22(8) of REIT Regulations is triggered pursuant to an open offer under the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the summary of activities pertaining to exit option/offer is indicated below along with the prescribed timelines:

50 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/640 dated October 05, 2021

13 · 4.7.The escrow account referred to in aforesaid table may be in the form of —

13 · 5.Exit Price

13 · 5.1.The exit price payable to the dissenting unit holders shall be highest of the following:

13 · 5.2.Where the Acquirer has acquired or agreed to acquire whether by himself or through or with persons acting in concert with him any units of the REIT between the relevant date and the date of payment of consideration to dissenting unit holders, whether by subscription or purchase, at a price higher than the exit option price, the exit option price shall stand revised to the highest price paid or payable for any such acquisition:

13 · 5.3.Where the Acquirer or persons acting in concert with him acquires units of the REIT during the period of twenty-six weeks after the tendering period at a

13 · 5.4.[In case an acquisition described under Regulation 22(6A) or change in sponsor or inducted sponsor or change in control of sponsor or inducted sponsor under regulation 22(8) of REIT Regulations is triggered pursuant to an open offer under the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the exit option price shall stand enhanced by an amount equal to a sum determined at the rate of ten per cent per annum for the period between the first notice date and second notice date.] 51

13 · 6.Maintenance of minimum public unitholding

13 · 6.1.If the units tendered in exit option are such that, if accepted may result in public unit holding below the minimum public unit holding norm prescribed under REIT Regulations, in such scenario, tendered units shall be accepted on proportionate basis so as to maintain the minimum public unit holding post completion of exit option process.

51 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/640 dated October 05, 2021

14 · 1.Publication of Investors Charter

14 · 1.1.All registered Merchant Bankers are advised to disclose on their websites, the Investor Charter for Public Offer of units by REITs, as provided at Annexure -9 .

14 · 2.Disclosure of Investor complaints

14 · 2.1.Additionally, all the registered Merchant Bankers shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, on each of the aforesaid categories separately as well as collectively, latest by 7 th of succeeding month, as per the format provided at Annexure 10 .

52 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021

15 · 1.Regulation 26D of SEBI (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulations") requires as under:

15 · 2.Accordingly, the following shall be complied with regard to annual secretarial compliance report:

15 · 3.Reporting and Monitoring

53 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/103 dated June 26, 2023

16 · 1.Regulation 26E of SEBI (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulations") requires as under:

16 · 2.Accordingly, the formats of Compliance Report on Governance shall be as under:

16 · 3.Reporting and Monitoring

54 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/101 dated June 26, 2023

17 · 1. Regulation 14(2A) of SEBI (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulations") inter-alia mandates that any listed REIT which has public unitholding below twenty-five percent, shall increase its public unitholding to at least twenty-five percent within a period of three years from the date of listing of units pursuant to initial offer.

17 · 2. In order to facilitate REITs to achieve minimum public unitholding compliance as required under REIT Regulations, Manager of the REIT shall adopt any of the following methods:

55 · Circular No. SEBI/HO/DDHS/PoD2/P/CIR/2023/106 dated June 27, 2023

17 · 3. The Stock Exchange(s) shall monitor the methods adopted by REITs to increase their public unitholding and comply with minimum public unitholding requirements in terms of this circular. Non -compliance, if any, observed by the Stock Exchange(s) with respect to the method(s) and / or conditions prescribed herein, shall be reported to SEBI on a quarterly basis.

18 · 1. Regulation 4(2)(g) of SEBI (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulations") inter-alia provides that unitholder(s) holding not less than ten percent of the total outstanding units of the REIT, either individually or collectively, shall be entitled to nominate one director on the board of directors of the Manager, in the manner as may be specified by the Board.

18 · 2. Accordingly, the framework to exercise board nomination rights by the Eligible Unitholder(s) is as follows:

18 · 2.1.Definitions

18 · 2.2.Conditions for Nomination of a Unitholder Nominee Director

56 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/154 dated September 11, 2023

18 · 2.3.Nomination by unitholders on an annual basis

57 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/108 dated August 06, 2024

18 · 2.4.A Unitholder Nominee Director shall continue to remain on the Board of Directors of the Manager unless:

18 · 2.5.If any unitholder(s) acquires/holds units of the prescribed threshold of ten percent unitholding or more during a particular financial year, then such unitholder(s) shall be entitled to exercise the nomination right only in the following financial year as per the process mentioned in paragraph 18.2.3 above .

18 · 2.6.Review of Unitholding of Eligible Unitholder(s) by the Manager

18 · 2.7.Change in Unitholder Nominee Director or withdrawal of nomination

18 · 2.8.Vacating of office of a Unitholder Nominee Director

18 · 2.9.Eligibility criteria for Unitholder Nominee Directors

18 · 3. Reporting and Monitoring

19 · 1. Regulation 18(16)(b) of the SEBI (Real Estate Investment Trusts) Regulations, 2014 ('REIT Regulations'), mandate that not less than ninety percent of Net Distributable Cash Flows (NDCFs) of the REIT shall be distributed to the unitholders.

19 · 2. Regulation 18(16)(c) of the REIT Regulations, inter-alia , provides the timelines for distributions that such distributions to be made by the REIT, 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 . 59 However, in certain cases it has been observed that the distribution amounts remained unclaimed or unpaid because of various reasons, including failure to update account details by the unitholders.

19 · 3. In order to deal with any amount remaining unclaimed or unpaid out of distributions (hereinafter such amounts shall be referred to as 'unclaimed amounts'), Regulation 18(16)(f) of the REIT Regulations, was inserted, as under:

19 · 4. Further, Regulation 18(16)(g) of the REIT Regulations, provides that, 'the unclaimed or unpaid amount of a person that has been transferred to the Investor Protection and Education Fund in terms of sub -clause (f), may be claimed in such manner as may be specified by the Board' .

58 · Circular No. SEBI/HO/DDHS/DDHS -RAC -1/P/CIR/2023/177 dated November 08, 2023

59 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/158 November 13, 2024

19 · 5. In order to define the manner of handling the unclaimed amounts lying with the REITs, transfer of such amounts to the IPEF and claim thereof by the unitholders, necessary amendments were made to Regulations 4(1) and 5(3) of the SEBI (Investor Protection and Education Fund) Regulations, 2009 (IPEF Regulations).

19 · 6. Regulation 5(3)(ii) of the IPEF Regulations, inter-alia, provides that the unclaimed amounts credited to the IPEF shall be utilised for refund to the entities which transferred the said amounts, pursuant to their making payment to eligible and identifiable investors and making a claim to the Fund. Hence, an application for claim of entitled amounts needs to be made by a unitholder to the REIT which shall process the claim and then seek refund from the Board for the said amount.

19 · 7. A framework defining the procedure to be followed by an REIT for transfer of unclaimed amounts, initially to an Escrow Account and subsequently, to the IPEF and claim thereof by a unitholder, has been provided as Annexure - 14 .

19 · 8. Further, for REITs having unclaimed amounts for less than 7 years, as on February 29, 2024, shall start computing interest, as per provisions of Part I of Annexure 14, from March 1, 2024. For REITs which shall be holding unclaimed amounts for more than 7 years, as on February 29, 2024, shall transfer the unclaimed amounts of the unitholders to IPEF, in compliance with the provisions of Part II of Annexure -14, on or before March 31, 2024.

20 · 1. Regulation 9(3) of the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulations") requires as under: "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."

20 · 2. Regulation 10(18)(a) of the REIT Regulations requires as under:

20 · 3. To ensure uniformity across the industry, Indian REITs Association ("IRA"), in consultation with SEBI, shall specify the format of quarterly report and compliance certificate required to be submitted by the Manager of the REIT to the Trustee under Regulation 10(18)(a) and Regulation 9(3) of the REIT Regulations respectively, and publish it on its website. Any future changes to this format shall be made by IRA in consultation with SEBI, prior to implementation.

20 · 4. All REITs shall follow the aforementioned format specified by IRA to ensure compliance with Regulation 10(18)(a) and Regulation 9(3) of the REIT Regulations.

60 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/158 November 13, 2024

61 · Circular No. CIR/IMD/DF/136/2016 dated December 19, 2016

62 · Circular No. CIR/IMD/DF/136/2016 dated December 19, 2016

63 · Circular No. CIR/IMD/DF/136/2016 dated December 19, 2016

64 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/599 dated July 22, 2021

2 · 1.Disclose particulars of:

2 · 2.The stock market data specified in paragraph 2.1 above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognizes the change in the capital structure

2 · 3.The market price immediately after the date on which the resolution of the board of directors of the manager of the issuer approving the institutional placement was passed.

2 · 4.Valuation report which forms the basis for calculation of issue price for infrequently traded units.(if applicable)

65 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/142 dated November 27, 2019

10 · Declarations (to be signed by the board of directors of the manager and the trustee)

11 · [The lead merchant banker shall ensure that the information contained in the draft placement document and placement document and the particulars as per audited financial statements are not more than six months old from the issue opening date:

66 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020

67 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020

68 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/09 dated January 17, 2020

5 · Related Party Transactions:

7 · Financials:

69 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020

10 · Other disclosures:

11 · Such other information as is material and appropriate to enable the investors to make an informed decision.

12 · Declarations (to be signed by the board of directors of the manager and sponsor)

13 · The lead merchant banker shall ensure that the information contained in the draft letter of offer and letter of offer and the particulars as per audited financial statements in the letter of offer are not more than six months old from the issue opening date. Provided that REITs which are in compliance with REIT Regulations and guidelines issued thereunder may file unaudited financials with limited review for the stub period in the current financial year, subject to making necessary disclosures in this regard

70 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/44 dated March 23, 2020

1 · 1.All the requisite disclosures/statements in respect of the Acquirer, persons who are acting in concert (PAC) with the Acquirer for the purpose of the exit option/offer shall be made in the LoF.

1 · 2.Lead manager shall ensure that the timelines specified for tendering period, payment of consideration to unit holders, etc. are as per the timelines specified in relevant chapter.

1 · 3.The source from which data / information is obtained should be mentioned in the relevant pages of LoF.

1 · 4.The LoF shall, inter alia, shall include the following:

1 · 4.1.Details of the Acquirer (including PAC, if any) including its background, experience, areas of operation, relationship between Acquirers, pre and post exit offer unit holding etc. financial position (financial statements/net worth, as applicable) etc. In case of financial statements, audited Profit & Loss statement, Balance Sheet and Cash Flow statement for last three years along with latest available financial statements. Latest financials should not be older than six months from the date of LoF.

1 · 4.2.Details of the exit option/offer, statutory approvals and detailed timelines with regard to exit option process including operational terms and conditions etc. subject to which Acquirer(s) would accept the offer.

1 · 4.3.Details of exit price including total amount of funds required to make the payment of consideration to unit holders, details of escrow account and bank guarantee, as the case may be. It shall also be disclosed that the lead manager has been empowered by Acquirer to realise the value of such escrow account.

1 · 4.4.Procedure for accepting the offer including disclosure of relevant provisions pertaining to acceptance of units.

71 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/123 dated July 17, 2020

1 · 4.5.In case there is any agreement, mention important features of the agreement(s), acquisition price per unit, number and percentage of units to be acquired under the agreement, name of the seller(s), names of parties to the agreement, date of agreement, manner of payment of consideration including salient features of the agreement, if any, entered between the Acquirer and PAC with regard to the offer/ acquisition of units.

1 · 4.6.Due diligence certificate of Lead Manager & Declaration by the Acquirer (including PAC, if any) including statements regarding the Acquirer's responsibility for the information contained in the LoF and a statement to the effect that the Acquirer (including PAC, if any) would be responsible for ensuring compliance with relevant chapter shall be incorporated in the LoF .

72 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/672 dated November 26, 2021

10 · Ensure that the Bid cum Application Form is signed by the ASBA Account holder if the Bidder is not the ASBA Account holder;

11 · Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant

12 · Ensure that the full Bid Amount is paid for Bids submitted by Anchor Investors and Strategic Investors (as applicable);

13 · Instruct your respective banks to not release the funds other than in relation to this Offer, blocked in the ASBA Accounts;

14 · In case of joint Bids, the Bid cum Application Form should contain the name of only the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names.

15 · Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;

16 · Ensure that the category and the Bidder status is indicated;

17 · Submit revised Bids at the same Bidding Centre of a Designated Intermediary, through which the original Bid was placed and obtain a revised Acknowledgement Slip, as the case may be;

10 · Do not submit the Bid for an amount more than funds available in your ASBA Account;

11 · Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colour prescribed for another category of Bidders;

12 · Do not submit a Bid in case you are not eligible to acquire Units under applicable law or your relevant constitutional documents or otherwise;

13 · Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid depository accounts as per demographic details provided by the Depository;

14 · Anchor Investors and Strategic Investors should not Bid through the ASBA process;

15 · Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Units or the Bid Amount) at any stage;

7 · Best efforts will be undertaken by lead manager to respond to the grievance within T+30

1 · Bidding and validation process

1 · 1.Before submission of the application with the intermediary, the investor would be required to have / create a UPI ID, with a maximum length of 45 characters including the handle (Example: InvestorID@bankname).

1 · 2.An investor shall fill in the bid details in the application form along with his/ her bank account linked UPI ID and submit the application with any of the intermediaries.

1 · 3.The intermediary, upon receipt of form, shall upload the bid details along with the UPI ID on the stock exchange bidding platform using appropriate protocols.

1 · 4.Once the bid has been entered in the bidding platform, the Stock Exchange shall undertake validation of the PAN and Demat account combination details of investor with the depository.

1 · 5.The Depository shall validate the aforesaid PAN and Demat account details on a near real time basis and send response to stock exchange which would be shared by stock exchange with intermediary through its platform, for corrections, if any.

1 · 6.Once the bid details are uploaded on the Stock Exchange platform, the Stock Exchange shall send an SMS to the investor on his / her mobile no. associated with the demat account regarding submission of his / her application, at the end of day, during the bidding period. For the last day of bidding, the SMS may be sent the next working day.

74 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June 24, 2022

2 · The Block process

2 · 1.Post undertaking validation with the Depository, the Stock Exchange shall, on a continuous basis, electronically share the bid details along with investors UPI ID, with the Sponsor Bank appointed by the issuer.

2 · 2.The Sponsor Bank shall initiate a mandate request on the investor i.e. request the investor to authorize blocking of funds equivalent to application amount and subsequent debit of funds in case of allotment.

2 · 3.The request raised by the Sponsor Bank, would be electronically received by the investor as a SMS / intimation on his / her mobile no. / mobile app, associated with the UPI ID linked bank account.

2 · 4.The investor shall be able to view the details of the request in his UPI App and authorize the transaction. In UPI the SCSBs/ UPI Apps eligible for Public Issues shall send SMS Alerts to Investors for all ASBA applications and may also provide the Invoice in the Inbox as an additional feature to verify the UPI mandate details. The sponsor bank for the IPO shall ensure that in the UPI request, they shall be passing the Invoice in the box parameters as per the NPCI guidelines.

2 · 5.After reviewing the details properly, the investor shall be required to proceed to authorize the mandate. Such mandate raised by sponsor bank would be a onetime mandate for each application in the public issue.

2 · 6.Stock exchange shall allow modification of either DP Id/Client ID or PAN but not the both.

2 · 7.The payment accompanied with any upward revision of Bid, shall be adjusted against the payment made at the time of the original bid or the previously revised bid. An investor shall not be allowed to withdraw or lower the size of the bid(s) of the application at any stage.

2 · 8.The modification session timing shall be kept open till 11 am (T +1 working day) with mandate confirmation cut off -time of 12:00 p.m. on T +1 working day. For such bids, on successful validation of PAN and DP ID/ Client ID combination

2 · 9.Sponsor Bank may not accept bid details from Stock Exchanges post 12 PM on T+1 working day. Sponsor Bank to initiate request for blocking of funds of investor, with confirmation cut off -time of 12:00 p.m. on T +1 working day. All pending requests at the cut-off time would lapse.

2 · 10.Applicant to accept mandate request for blocking of funds prior to cut off-time of 12:00 p.m. on T+1 working day. Sponsor Bank to send confirmation of funds blocked (Final Certificate) to the Registrar through Stock Exchange not later than 06:00 PM on T +1 working day.

2 · 11.Upon successful validation of block request by the investor, as above, the said information would be electronically received by the investors' bank, where the funds, equivalent to application amount, would get blocked in investors account. Intimation regarding confirmation of such block of funds in investors account would also be received by the investor.

2 · 12.The information containing status of block request (e.g. accepted / decline / pending) would also be shared with the Sponsor Bank, which in turn would be shared with the Stock Exchange. The block request status would also be displayed on the Stock Exchange platform for information of the intermediary.

2 · 13.The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for the purpose of reconciliation.

3 · Post issue closure

3 · 1.Post closure of the offer, the Stock Exchange shall share the bid details with RTA. Further, the Stock Exchange shall also provide the RTA, the final file received from the Sponsor Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to applications made using UPI ID.

3 · 2.The allotment and listing of units of REITs shall be done within T+ 6 working days.

3 · 3.The RTA, based on information of bidding and blocking received from the Stock Exchange, shall undertake reconciliation of the bid data and block confirmation corresponding to the bids by all investor category applications (with and without the use of UPI) and prepare the basis of allotment.

3 · 4.Upon approval of the basis of allotment, the RTA shall share the 'debit' file with Sponsor bank (through Stock Exchange) and SCSBs, as applicable, for credit of funds in the public issue account and unblocking of excess funds in the investor's account. The Sponsor Bank, based on the mandate approved by the investor at the time of blocking of funds, shall raise the debit / collect request from the investor's bank account, whereupon funds will be transferred from investor's account to the public issue account and remaining funds, if any, will be unblocked without any manual intervention by investor or their bank.

3 · 5. Upon confirmation of receipt of funds in the public issue account, the units would be credited to the investor's account. The investor will be notified for full/partial allotment. For partial allotment, the remaining funds would be unblocked. For no allotment, mandate would be revoked and application amount would be unblocked for the investor.

3 · 6. Thereafter, Stock Exchanges will issue the listing and trading approval.

1 · Main Application form

1 · 1. Payment details –UPI ID with maximum length of 45 characters

1 · 2. Acknowledgement Slip for SCSB / Broker / RTA / DP

1 · 2.1. Payment details to include UPI

1 · 3. Acknowledgement Slip for bidder

1 · 3.1. Payment details to include UPI ID

2 · Overleaf of Main Application Form

2 · 1. UPI Mechanism for Blocking Fund would be available for Application value upto Rs. 5 Lac

2 · 2. Bidder's Undertaking and confirmation to include blocking of funds through UPI mode

2 · 3. Instructions with respect to payment / payment instrument to include instructions for blocking of funds through UPI mode.

75 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/103 dated June 26, 2023

76 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/101 dated June 26, 2023

1 · In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of REIT Regulations, "Yes" may be indicated. Similarly, in case the REIT has no related party transactions, the words "N.A." may be indicated.

2 · If status is "No" details of non -compliance may be given here.

3 · If the Manager would like to provide any other information the same may be indicated here.

1 · In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A.

2 · If status is "No" details of non -compliance may be given here.

3 · If the Manager would like to provide any other information the same may be indicated here.

77 · Circular No. SEBI/HO/DDHS/DDHS -RAC -1/P/CIR/2023/177 dated November 08, 2023

78 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/158 dated November 13, 2024

5 · 1. PAN and Date of birth; or

5 · 2. Name and Depository Participant Identification (DP ID)/ Client Identification (Client ID).

6 · 1. Amount due to the unitholder on the date of declaration (in INR);

6 · 2. Category - Interest/ Dividend/ Repayment of Capital/ Any other;

6 · 3. Date when amount became due (dd/mm/yyyy);

6 · 4. Amount (in INR) transferred to Unpaid Distribution Account (including penal interest, if any, for delay in transfer by the Manager);

6 · 5. Date when unclaimed amount was transferred to Unpaid Distribution Account (dd/mm/yyyy);

7 · 1. the format in which claim has to be submitted by a unitholder;

7 · 2. the procedure and documentation for making claim, depending on whether the claim is being submitted by the unitholder – self or by the legal heir/ nominee/ etc. of the unitholder;

7 · 3. the documents required to be submitted in support of the claim e.g. proof of identity, proof of address, proof of holding, etc.;

7 · 4. manner of submission of claim by the unitholder;

7 · 5. timeline within which the unitholder can submit documents, provide clarifications etc.

7 · 6. conditions for rejection of claim and option of re-filing of a claim by the unitholder;

7 · 7. timeline within which the claim shall be processed by the Manager;

7 · 8. contact details (email ID and phone number) wherein unitholders can raise their queries or grievances, if any, relating to their claim.

8 · Processing of claim by the REIT:

8 · 1. The Manager shall create an internal policy w.r.t. the process to be followed for verification of claims including the documents to be taken into account, facility to check status of claim by unitholder, etc.

8 · 2. Upon receipt of a claim application, if the Manager, upon examination, finds it necessary to call for further information or finds such application or document(s) to be defective or incomplete in any respect, it shall intimate the unitholder, of such need for information or defects or incompleteness, by email or other written communication. The Manager shall direct the unitholder to furnish such information or to rectify such defects or incompleteness or to re-submit such application or document(s) within thirty days from the date of receipt of such communication, failing which the claim may be rejected. However, rejection of claim does not debar a unitholder from filing a fresh claim.

8 · 3. The Manager shall within thirty days of receipt of a claim application from a unitholder or complete information as called upon from the unitholder, remit the payment to the unitholder using electronic modes for funds transfer.

8 · 4. The Manager shall display the cumulative details of the number of claims received, processed, pending, etc. on the website of the REIT.

3 · Information to be submitted along with fund transfer: The Manager shall provide information about the unclaimed amount transferred to the IPEF, as per prescribed format (enclosed as Form - A to this Annex), in hard copy, addressed to 'Chief General Manager, Office of Investor Assistance and Education, SEBI', as well as in soft copy, via email to ipef@sebi.gov.in .

5 · 1. Amount lying unclaimed in the Unpaid Distribution Account of the REIT as at end of seven years (in INR);

5 · 2. Break -up of interest/ dividend/ Repayment of Capital/ Any other;

5 · 3. Date when amount became due for transfer to IPEF (dd/mm/yyyy);

5 · 4. Amount (in INR) transferred to IPEF by the Manager;

5 · 5. Date when unclaimed amount was transferred to the IPEF by the Manager (dd/mm/yyyy);

6 · Application for refund to IPEF: In terms of Regulation 5(3)(ii) of the IPEF Regulations, an Manager (on behalf of REIT), shall, after processing an application from a unitholder for unclaimed amount, make an application to IPEF for refund of such amount. The application has to be submitted by the Manager for reimbursement of the amount transferred by it to the unitholder, as per prescribed format (enclosed as Form B to this Annex), in hard copy, addressed to 'Chief General Manager, Office of Investor Assistance and Education, SEBI', as well as in soft copy, via email to ipef@sebi.gov.in .

10 · 1. verify the documentation and satisfy itself of the correctness of information submitted and process refund of the amount paid by the REIT to the

10 · 2.require the REIT, to furnish further information or clarifications, regarding the unclaimed amount and matters connected thereto, to consider the application for refund. The applicant shall, if so required, provide the necessary information/ clarifications;

10 · 3. return the application, if it is found to be incorrect, incomplete or inadequate, along with reasons thereof. The REIT may re-submit the application for reconsideration after rectifying the deficiencies.