Schedule-12 - Illustrative Roles and Responsibilities of Trustees - Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014

1 [Schedule XII Illustrative Roles and Responsibilities of Trustees [See regulation 9(19)] 1 . Asset Management Oversight: The trustee shall: i. conduct regular physical inspections of REIT assets; and ii. supervise the maintenance and compliance of assets with safety and operational standards. 2. Regulatory Compliance and Reporting: i. The trustee shall provide periodic confirmations to SEBI that trustees have not engaged in transactions involving the units of the REIT they manage. ii. The trustee shall ensure that the manager submits information to the trustees including: a) List of unitholders on quarterly basis; b) Shareholding of REIT in SPV, HoldCo and Investment entity and changes if any on a quarterly basis; c) Confirmation on compliance with leverage limit on a quarterly basis and at the time of acquisition and disposal of assets; d) Trustee may request for due diligence report or such other information in respect of any acquisition; e) Net worth compliance certificate from manager on a half yearly basis; f) Net worth compliance certificate of sponsor and manager from practicing Chartered Accountant on an annual basis; and g) Confirmation on the details of unclaimed distributions till the previous quarter. iii. The trustee shall ensure that the distribution of net distributable cash flow has been made by the manager in accordance with these regulations and the trust deed. iv. Where the trustee has reason to believe that the conduct of business of the REIT is not in accordance with these regulations they shall forthwith take such remedial steps as are necessary by them and shall immediately inform the unitholders and the Board of the violation and the action taken by them. 3. Managerial Oversight: i. The trustee shall hold annual and as-needed meetings with the manager s senior management and the chairperson of the audit committee. 4. Information and Documentation: The trustee shall: i. request and review detailed reports and documents from the manager regarding the operational, financial, and compliance status. ii. require managers to provide due diligence reports, net worth compliance certificates, and confirmations of unclaimed distributions. 5. Record-Keeping: The trustee shall: i. seek necessary records maintained by the manager for compliance with sub-regulation (2) of regulation 26 of these regulations. ii. maintain comprehensive and systematic records of all trustee activities, decisions, and notable transactions to ensure accountability and ease of audit. 6. Ethics and Conflict of Interest: The trustee shall: i. ensure that the manager has not given any undue or unfair advantage to any associates or dealt with any of the associates of the manager in any manner detrimental to interest of the unitholders; ii. ensure that there is no conflict of interest between the manner of deployment of its net worth by the manager and the interest of the unitholders; iii. ensure that the manager manages the REIT and schemes of SM REIT independently of other activities and have taken adequate steps to ensure that the interest of investors of one scheme of SM REIT are not being compromised with those of any other scheme of SM REIT or of other activities of the REIT or the Manager; and iv. abide by the Code of Conduct as specified in the Schedule VI of these regulations. 7. Auditing and Financial Review: The trustee shall: i. be accountable for, and be the custodian of, the funds and property of the respective REIT and shall hold the same in trust for the benefit of the unitholders in accordance with these regulations and the provisions of trust deed; and ii. review the net worth of the manager on a half-yearly basis to ensure compliance with the threshold provided in these regulations on a continuous basis. 8. Due Diligence: i. The trustee shall exercise due diligence as under: A. General Due Diligence: The trustee shall: a) be discerning in the appointment of the directors on the Board of the manager; b) review the desirability or continuance of the manager if substantial irregularities are observed in the REIT or any of the schemes of SM REIT and shall not allow the manager to float new schemes of SM REIT; c) ensure that the trust property is properly protected, held and administered by proper persons and by a proper number of such persons; d) ensure that all service providers are holding appropriate registrations from the Board or the concerned regulatory authority; e) arrange for test checks of service contracts; and f) immediately report to the Board of any special developments in the trust. B. Specific due diligence: The trustee shall: a) obtain audit reports of the manager and the REIT, its HoldCos and SPVs at regular intervals from auditors appointed by the manager; b) obtain secretarial compliance reports from the manager; c) consider the reports of the auditor and secretarial compliance reports of REIT at their board meetings for appropriate action; d) review the activity of the REIT on a quarterly basis and place the report of the same before their Board of directors; e) consider the reports of the auditor and compliance reports of manager at their board meetings for appropriate action; f) maintain records and minutes of the Board of directors meetings of the trustee for the review of information pertaining to the REIT; g) prescribe and adhere to a code of ethics by the trustee, manager and its personnel; and h) communicate in writing to the manager of the deficiencies and check on necessary measures taken by manager for the rectification of deficiencies. ii. The trustee shall also exercise due diligence on such matters as may be specified by the Board from time to time. ] ***************** NOTES:- 1. Inserted vide F. No. SEBI/LAD-NRO/GN/2025/241 dated 22-04-2025