Schedule-03A - Mandatory Disclosures in Scheme Offer Document - Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014

1 [ Schedule IIIA [See Regulation 26S (1)] MANDATORY DISCLOSURES IN SCHEME OFFER DOCUMENT Instructions for preparation of scheme offer document: (a) Plain white backgrounds shall be used for all pages without watermarks. (b) A summary of all key information shall be included within the first 1-2 cover pages, prior to the table of contents such as name of the SM REIT, name of the scheme of SM REIT, SM REIT registration status, principal place of business, contact number, compliance officer details, email ID, website of SM REIT, specific webpage for scheme (if any), details of offer (including offer size in rupees and in units, offer type, offer split into fresh issue vs OFS, both in rupees and units, wherever applicable), details of parties to the SM REIT, reservation and allotment patterns (QIB, retail etc.), standard disclaimers w.r.t the issue being the first issue by the SM REIT under that scheme, ASBA (with reference to Issue Procedure section), clause for General Risks, clause addressing Investment Manager s Absolute Responsibility, proposed stock exchanges for listing and status of in-principle approvals from them, names, contact details and email addresses of registered intermediaries connected to the issue (such as BRLMs, RTA, CRA etc.), proposed issue opening and closing dates, etc. (c) The annotated table of contents shall be added after the cover page. (d) A summary of the scheme of SM REIT in the tabular format mentioned below, covering the following details shall be included after the table of contents: S. No. Particulars Contents 1. Name of the SM REIT 2. Name of the Investment Manager and Trustee 3. Contact details of the Investment Manager 4. Contact details of the Merchant Banker(s) 5. Listing (including name of stock Exchange(s) where it will be listed and timeline for listing) 6. Issue Size 7. Issue Price 8. NAV per unit 9. Minimum Application and in multiples of [ ] units thereafter 10. Issue Timing 11. Issue Opening Date 12. Issue Closing Date 13. Pay-in Date 14. Expected Date of Allotment 15. Issuance mode of the Instrument 16. Depository 17. Objects of the Issue 18. Brief description of the assets under each scheme of the SM REIT 19. Brief description of each scheme under the SM REIT 20. Relevant Financial ratios 21. Capital structure of the assets held under each scheme of the SM REIT 22. Brief details of valuation of each asset under each scheme of the SM REIT 23. Brief description of ROFR, if any 24. Brief details of policy of distributions to the unit holders 25. Brief details of fee and expenses charged or chargeable to the SM REIT under each scheme 26. Details with respect to top 5 risk factors (e) A standardized list of chapters with well-defined sections and sub-sections as mentioned above for disclosures in scheme offer document may be used while providing disclosure in the scheme offer document. Any information that doesn t fit within the pre-established structure can be included under an Other Information section. (f) For long tables running into more than one page, repeated headers should be included. (g) Fresh chapter should be started from a new page and not from the end of the previous chapters. (h) Hyperlinks may be included in the scheme offer document in order to access the information relied upon such as relevant taxation provisions, laws relating to real estate, etc. The information being referenced should be uploaded in the website of SM REIT. The information and database accessed through the hyperlink should be static. (i) The offer documents should include referencing of relevant Regulations and circulars issued thereunder wherever disclosures are mentioned (j) PDF version of the scheme offer document in a plain text with page numbers formats shall be submitted separately while filing scheme offer document. (k) QR codes, if any in the scheme offer document shall be submitted separately while filing scheme offer document. PART A: MANDATORY DISCLOSURES IN KIT Sr. No. Disclosure Requirement Details which shall be disclosed 1. Introduction a. Name, registered office address, correspondence address, contact person (s), contact details and email id of the SM REIT; b. Place and date of creation of the SM REIT; c. Registration number and date of registration of the SM REIT with SEBI. 2. Details of parties to the SM REIT a. Investment Manager a. Background of the investment manager including past experience in real estate industry or real estate fund management; In case investment manager is unable to meet the above requirement, details of key managerial personnel who possess not less than five years experience in real estate industry or real estate fund management; b. Brief functions, duties and responsibilities of the investment manager; c. Brief profiles of the directors of the investment manager and units held by them in the SM REIT, if any b. Trustee a. Background of the trustee including details of registration with SEBI; b. Names and profiles of the Directors; c. Functions, duties and responsibilities of the Trustee. 3. Brief background of the SM REIT a. Glossary of terms and abbreviations (relevant information which is present in the KIT shall be included here); b. Structure and description of the SM REIT (this section shall include details with respect to the structure of the SM REIT and various scheme(s) which it may have from time to time); c. Details with respect to the registration certificate granted by SEBI to the SM REIT; d. Information with respect to the eligibility criteria of the parties to the SM REIT (as required under Regulation 26J of the REIT Regulations); e. Eligibility details in relation to the issuer (as required under Regulation 26P(1) of these Regulations); f. General principles related to valuation of each asset and general distribution mechanism followed under each scheme of the SM REIT; g. Information with respect to the investor grievance redressal mechanism setup by the SM REIT. 4. Migration of existing persons, entities or structures Migration plan along with details of existing persons, entities or structures as required in Regulation 26N of these Regulations. 5. Terms of the Offer Information as may be required for the investor to make an informed decision (only such information will be included in this portion which are relevant to the SM REIT). Further, eligibility details with respect to the offer made by the SM REIT would be included in this section, as required under Regulation 26P(2) of these Regulations, along with details related to minimum public unitholding. 6. Market overview General overview of the SM REIT with respect to the macro market which is being targeted by the SM REIT. 7. Business details and Strategy a. Investment Strategy a. Description of investment strategy (the relevant strategy related to the macro markets which are targeted by the SM REIT) including category, type, location, allocation to each type, along with the investment conditions specified under Regulation 26T of these Regulations. b. Capital and risk management strategy b. Leverage Details with respect to the borrowing policy of the SM REIT 8. Financials Summary of the financial statements of the SM REIT and investment manager for the previous 3 financial years, as applicable 9. Rights of the Unit Holders a. Rights of the Unitholders It shall include such rights of the unitholders which are related to the functioning of the SM REIT. For example, the voting rights of all the unitholders of the SM REIT which are linked to the change in the Investment Manager, change in the investment strategy of the SM REIT, etc. b. Proposed disclosures to the unit holders either directly or by public dissemination on the Designated Stock Exchanges website (which pertain to all the unitholders of the SM REIT). c. Frequency and manner of meetings of unit holders (for those matters which pertain to all the unitholders of the SM REIT). 10. Litigations and regulatory actions Brief description of the material litigations and regulatory actions which are pending, against the SM REIT, investment manager or any of its associates and the trustee, if any. 11. Risk Factors pertaining to the SM REIT 12. Brief details on taxation and regulatory aspects related to the SM REIT to enable the investors to make an informed decision 13. Other general information a. Key terms of material agreements relating to the SM REIT including but not limited to the investment management agreement, trust deed, tripartite agreements etc. b. Policy of appointment of auditor, information with respect to the auditor and auditing standards to be followed. c. Policy and timelines for redresses of complaints by the investors 14. Supporting Documents a. Auditors report b. Any other such report 15. General Information a. Offer Procedure - Book Building Process or Fixed Price Process b. Information with respect to Bid cum Application Form c. Information with respect to who can bid in the offer d. Conditions for Bids by FPIs/ MFs/ Insurance Companies, VCFs, AIFs, Banking Companies, PFs etc. e. Method and process of Bidding f. Payment Mechanism for ASBA Bidders g. Grounds for Technical Rejections h. Electronic Registration of Bids i. Build-up of the book and revision of Bid j. Designated Dates and Allotment of Units k. Mode of Refunds l. Such other information as considered appropriate 16. Process for Allotment and Listing 17. Such other information as is material and appropriate to enable the investors to make an informed decision Relevant confirmations with respect to the disclosures included in the KIT shall be included here, as required under Regulation 26(S) (1), (2), (3) and (4) of these Regulations. 18. Declarations which shall be signed by the board of directors of the investment manager PART B: MANDATORY DISCLOSURES IN KIS Sr. No. Disclosure Requirement Details which shall be disclosed 1. Introduction Cross reference to the KIT shall be included here. 2. Brief background of the scheme of SM REIT a. Glossary of terms and abbreviations (relevant information which is present in the KIS would be included here); b. Description of the Scheme; c. Details of Property Management or Lease Management or any other arrangements pertaining to underlying SM REIT assets (disclosure shall be limited to only the assets under the specific scheme), entered into with various parties prior to the offer; d. Holding structure of the scheme of SM REIT prior to the offer including breakup of the units held by the investment manager and any other unit holder holding greater than 5% of the units of the scheme of SM REIT, along with details of any other party to the SM REIT under the holding structure; e. Proposed holding structure by the aforesaid parties post-offer; f. Fee and expenses charged or chargeable to the scheme of SM REIT by various parties including fees charged by the investment manager, valuer, auditor, trustees and any other third party and shall also include any set-up costs for the scheme; g. Total expense ratio; h. Details with respect to merchant banker(s) appointed for the scheme; i Confirmation with respect to the lock-in requirements, along with details of units which would be locked-in by the investment manager from the date of listing of units (as required in Regulation 26ZB of these Regulations); 3. Terms of the Offer a. Terms of the offer for the scheme including number of units, price, offer opening date, offer closing date, terms and conditions and any other information as may be required for the investor to make an informed decision; b. Policy of distribution including method of calculation and the frequency for distribution for the scheme; c. Listing of units: (i) Names of the Stock Exchanges where units are proposed to be listed; (ii) Timelines for listing; (iii) Declaration that prior in-principle approval has been obtained from the Stock Exchanges; d. Eligibility details with respect to the offer made by the scheme of SM REIT shall be included in this section (as required under Regulation 26P(2) of these Regulations). 4. Market overview General overview of the scheme and the micro market where the scheme is targeting its investments (basis location and type of asset). 5. Description of the assets under the scheme of SM REIT a. Description of real estate assets of the scheme of SM REIT including the general character and competitive conditions of all the properties held or intended to be acquired by the scheme of SM REIT and pictures of the properties. b. Key statistics of the properties (type of property, area, occupancy, location, lease expiry (if any), etc.) c. Special features of the properties, if any d. Details of the SPVs through which the properties are held or proposed to be held including holding pattern, holding of scheme of SM REIT in the SPV, rights of scheme of SM REIT in the SPV, etc. Further, disclosures pertaining to the scheme of SM REIT s control over the relevant SPVs, along with the exclusive rights in the SPV shall be given. e. Confirmation of adequate Insurance by the Trustee f. For leased out properties, the following additional disclosures shall be made (property-wise): (i) Total number of tenants; (ii) Rental income as a percentage of total gross income in aggregate for the top 10 tenants; (iii) Lease-maturity profile, in terms of the percentage of total gross rental income, for each of the next five years; (iv) a summary of the terms of sub-leases or tenancies, if any, including repair obligation, granted to the tenants of the property; (v) the existing monthly rental income before tax from the property which is wholly or partly let, together with the amount and a description of any outgoings or disbursements from the rent; (vi) the estimated current monthly market rental obtainable, on the basis that the property was available to let on the effective date at which the property was valued; (vii) a summary of any rent review provisions; (viii) Level of furnishing of the properties including whether the properties are cold-shell properties or fully furnished; (ix) Comparable lease rental income of similar properties in the vicinity or adjoining areas; (x) Whether any clause exists in rental agreements providing high grace period in lieu of higher rental values. If yes, details shall be provided. 6. Business details and Strategy a. Investment Strategy a. Description of investment strategy (the relevant strategy would be related to the micro markets which are being targeted by the scheme) including category, type, location, allocation to each type; b. Description of ROFR with respect to any properties under the scheme; c. Capital and risk management strategy of the scheme. b. Use of proceeds a. Purpose of the offer; b. Offer expenses. c. Leverage a. Capital structure of the assets under the scheme including any borrowings or deferred payments with respect to the such assets prior to the offer and post-offer; b. Borrowing policy of the assets under the scheme; c. State whether the scheme is with leverage or without leverage in accordance with Regulation 26U(2) of these Regulations. In case of a scheme with no leverage, the investment manager shall submit an undertaking that the particular scheme shall not utilize any leverage in future. 7. Valuation a. Summary of valuation as per the full valuation report; b. Valuation methodology; c. Frequency of valuation and declaration of NAV. 8. Financials a. If discrete financial statements are available for the assets for previous 3 years and stub period (if applicable), then historical financial statements shall be disclosed for last three years and stub period (if applicable) or for such shorter period for which the financial statements are available. b. In case more than one SPV is being acquired under a scheme and discrete financial statements are available for the SPVs, then combined financial statements shall also be disclosed for last three years and stub period (if applicable) or for such shorter period for which the financial statements are available. c. If discrete financial statements as per above are not available for past periods, the investment manager shall disclose specific reasons for non-availability of such information; d. In case of non-availability of financial statements, total rental income from the properties (property-wise) under the scheme for the previous three years and stub period (if applicable) shall be disclosed; e. Guidance on preparation and audit of historical financial information (including preparation or audit of combined financial statements) as applicable for REITs shall be applicable mutatis mutandis for scheme of SM REIT f. Projections of income of the scheme over next three years beginning the current financial year certified by the investment manager and the auditor with respect to calculation and assumption; g. Contingent Liabilities as on the date of KIS; 9. Rights of the Unit Holders a. Rights of the Unitholders It shall include such rights of the unitholders which are related to the matters pertaining to the relevant scheme. Further, it shall include voting rights of the unitholders where only the relevant unitholders under the scheme would have the right to vote; b. Proposed disclosures to the unit holders pertaining to the scheme, either directly or by public dissemination on the Designated Stock Exchanges website; c. Frequency and manner of meetings of unit holders (for those matters which pertain to the unitholders of the relevant scheme). 10. Title disclosures, litigations and regulatory actions a. Title disclosure of the properties including any material litigations pertaining to the properties (details of such litigation shall be updated as on date of the KIS); b. Brief description of the material litigations and regulatory actions which are pending against the valuer of the scheme of SM REIT, if any. 11. Risk Factors Risk factors (internal and external) which pertain to the schemes assets or properties, their location or the micro market in which the scheme operates. 12. Brief details on taxation and regulatory aspects to enable the investors to make an informed decision In the event where an asset under a scheme is governed under a specific tax and regulatory regime, then relevant disclosures related to such aspects shall be included in this section and / or a cross reference to the KIT shall be included in this section of the KIS. 13. Other general information Key terms of material agreements relating to the assets held under the scheme, such as the property management agreement, shared services agreement etc. 14. Supporting Documents a. Undertaking by the investment manager in case of scheme with no leverage. b. Auditor s report prepared on a standalone basis for each SPV or on combined financial statements, if applicable. c. Any other such report. 15. Offer procedure a. Selling restriction, if any b. Minimum Subscription and Minimum Allotment c. Price Discovery (if applicable) and Allocation d. Basis of allotment e. Timelines for allotment and listing 16. Such other information as is material and appropriate to enable the investors to make an informed decision a. Information with respect to lease rental income for each property proposed to be acquired by the scheme of the SM REIT, along with the comparable lease rental income of other similar properties (such comparable disclosures shall be sourced from or certified by a valuer or any other persons). b. Relevant confirmations with respect to the disclosures included in the KIS shall be included here, as required under Regulation 26(S) (1), (2), (3) and (4) of these Regulations. c. Relevant material and appropriate information which is related to the scheme or the asset held under the scheme and which would enable the investors to make an informed decisions shall be included herein. 17. Declarations which shall be signed by the board of directors of the investment manager 18. Details of the Valuer Following details of valuer(s) for the scheme shall be included: a. Background of the valuer including past experience in valuation in real estate, especially in valuation of similar assets by nature and location; b. Policy of appointment and removal. 19. Documents to be annexed a. Full Valuation Report b. Auditors Report c. Due Diligence Certificate d. In-principal approval from stock exchange(s) e. such other report in connection with schemes asset(s), as applicable. ] ***************** NOTES:- 1. Inserted vide F. No. SEBI/LAD-NRO/GN/2025/241 dated 22-04-2025