Shifting gears in financial reporting framework applicable to REIT and InvIT: Are you ready?

Published On - Jul 31, 2025

Shifting gears in financial reporting framework applicable to REIT and InvIT: Are you ready?

Shifting gears in financial reporting framework applicable to REIT and InvIT: Are you ready?

SEBI (Real Estate Investment Trusts) Regulations, 2014 (as amended) and the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (as amended) (collectively referred to as the ‘BT Regulations’) and the Master Circulars dated 15 May 2024 issued under those regulations prescribed the financial reporting framework applicable to Real Estate Investment Trusts (REIT) and Infrastructure Investment Trusts (InvIT) [collectively referred to as ‘Business Trust’ or ‘BT’], respectively. Now, the SEBI has issued two circulars both dated 7 May 2025¹ applicable to REIT and InvIT, to modify its earlier Master Circulars dated 15 May 2024. These two circulars bring significant changes in the financial reporting framework applicable to Business Trusts at various stages of their life, i.e., financial reporting framework applicable at the time of Initial Public Offer (IPO), follow-on offer (FPO) and also continuous disclosures applicable to BTs. In this article, we look at key changes brought by these circulars. In most cases, the financial reporting framework as well as changes applicable to InvITs and REITs are similar. Hence, these changes are covered together, and major differences, if any, are highlighted at relevant places.

The BT Regulations as well as the Master Circulars dated 15 May 2024 prescribed financial reporting requirements applicable to the Business Trusts. The Circulars dated 7 May 2025 have made changes in the requirements prescribed in the Master Circulars. There are no changes in the requirements of the BT Regulations.

Some key principles which have not changed

  • BTs need to prepare their financial statements as per Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) to the extent not contrary to the BT Regulations.
  • BTs need to prepare combined financial statements at the time of IPO. Also, there are no material changes to principles for preparation of combined financial statements.
  • Overall principles for preparation of annual financial statements continue to be the same. However, there are changes regarding format of financial statements and certain other requirements which are discussed later in this Article.

On 11 July 2025, the SEBI issued updated Master Circulars applicable to InvIT and REIT, after incorporating changes brought through the Circulars dated 7 May 2025. For ease of reference, this Article uses the term ‘Master Circular’ or ‘Master Circulars’ in the context of the earlier Master Circulars dated 15 May 2024. The Circulars dated 7 May 2025 have been referred to as such or as the new Circulars.

Changes applicable throughout life cycle

Classification of Unit Capital

Ind AS 32 Financial Instruments: Presentation deals with the equity or financial liability classification of various financial instruments issued by an entity. Among other requirements, Ind AS 32 states that an instrument will be classified as equity only if (i) the entity has an unconditional right to avoid paying cash or other financial assets to the holder, and (ii) if there is conversion involved, the instrument is convertible into a fixed number of equity shares. In the case of BTs, the regulations require a minimum proportion (currently, 90%) of Net Distributable Cash Flows (NDCF) to be distributed to the unitholders and such distribution will continue in perpetuity during the lifecycle of the BT. This implies that BTs do not have an unconditional right to avoid paying cash or transferring other financial assets against unit capital. Consequently, for all Business Trusts, unit capital is either a financial liability in entirety or it contains a financial liability component under Ind AS 32.

Though unit capital is or contains a financial liability component under Ind AS 32, certain provisions in the BT Regulations and/or the Master Circulars indicated that Unit Capital should be classified as equity. Accordingly, BTs were using legal override and classifying unit capital as equity. To avoid any ambiguity and further clarify this aspect, the Circulars dated 7 May 2025 specifically state that for the purpose of preparation of financial information under the BT Regulations, Unit Capital will be considered as Equity.

Unit Capital is now explicitly required to be classified as equity in the financial information. This clarification removes any ambiguity which may have existed on the matter. Since this presentation is not in accordance with Ind AS 32 principles, BTs may need to bring the same fact specifically in the financial information.

Applicability of Schedule III of the Companies Act, 2013

Earlier, the Master Circulars did not prescribe any specific format for the preparation of financial statements/ financial information of BTs; rather, they prescribed certain minimum information which needs to be disclosed. Going forward, pursuant to amendment made through the Circulars dated 7 May 2025, BTs will be required to follow Division II of Schedule III of the Companies Act, 2013 (‘Ind AS Schedule III’ or ‘Schedule III’), for preparation of the financial statements.

However, considering peculiarities of Business Trusts, certain specific exceptions and modifications have been made to Schedule III requirements. Give below are examples of exceptions and modifications:

  • The expression “promoters” will be read as “sponsors” as defined in the BT Regulations.
  • Disclosures such as loans or advances granted to promoters and directors, registration of charges or satisfaction with the Registrar of Companies, compliance with number of layers of companies and compliance with the approved Scheme(s) of Arrangements, required under Schedule III, will not apply.
  • In the Statement of Profit and Loss, the breakup of Other Income and Other Expenses will be given in the notes clearly indicating the nature and amount of each item. Further, amount pertaining to valuation expenses, audit fees, insurance & security expenses, project management fees (including fees paid to project manager), investment management fees (including fees paid to manager/ investment manager – collectively called as ‘manager’), trustee fees, custodian fees, registration fees, repairs and maintenance in case of real estate assets/ infrastructure assets and profit/loss on sale of assets/investments, will be disclosed separately in the notes.
  • There is no requirement to make separate disclosure for ‘Corporate Social Responsibility’ expenses.
  • In the ‘Statement of Changes in Unit Holders’ Equity’, changes in unit holders’ equity resulting from aggregate amount of investments by the unit holders and dividends / other distributions by BT to unit holders will be disclosed separately.
  • 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 the Business Trust’s financial position or performance or to cater to industry/sector-specific disclosure requirements.
  • Appropriate terminology changes are made such as using the term ‘Board of Director/ Governing Body of the Manager/ Investment Manager’ instead of ‘Board of directors,’ ‘Directors of the Manager/ Investment Manager’ instead of ‘Directors of the company’ and ‘Earnings Per Unit’ in place of ‘Earnings Per Share.’

Going forward, business trusts will be required to follow Division II of Schedule III of the Companies Act, 2013 (Schedule III), for preparation of financial statements. Considering peculiarities of Business Trusts, certain exceptions and modifications have been made to Schedule III requirements.

Statement of Cash Flows

Ind AS 7 Statement of Cash Flows gives entities an option to report cash flows from operating activities using either:

  • The direct method, whereby major classes of gross cash receipts and gross cash payments are disclosed, or
  • The indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments, and items of income or expense associated with investing or financing cash flows.

The Circulars dated 7 May 2025 require BTs to present the Statement of Cash Flows under the ‘indirect method’ only. This is in line with the requirement applicable to equity listed entities as well as practice commonly followed for the preparation and presentation of the Statement of Cash Flows.

Statement of Net Assets at Fair Value/ Statement of Total Returns at Fair Value

There is no change in the requirement for or frequency of fair valuation of BT assets. Nor there are any changes in the frequency of disclosing such fair valuation to the stock exchanges. However, going forward, BTs will be required to include the 'Statement of Net Assets at Fair Value' and the ‘Statement of Total Returns at Fair Value’ as part of financial statements/ results on a half yearly basis, instead of inclusion only on an annual basis.

The fair valuation of InvIT and REIT Assets and periodic disclosure of such valuation to the investors is one critical requirement of the BT Regulations. Apparently, the fair valuation provides decision useful information to the investors. The BT Regulations typically require both InvIT and REIT to have fair valuation done of their assets on half yearly basis, i.e., as at 30 September and 31 March of each financial year. However, the privately placed InvIT is required to have such fair valuation done only on yearly basis. i.e., as at 31 March each year. Highly leveraged InvIT² is required to have fair valuation done on a quarterly basis. The Circulars dated 7 May 2025 do not change the requirements for or frequency of fair valuation.

On the lines of the existing Master Circulars, the Circulars dated 7 May 2025 also require the 'Statement of Net Assets at Fair Value' as well as the ‘Statement of Total Returns at Fair Value’ should be disclosed as part of the annual financial statements. However, changes made in the placement indicate that while preparing combined financial statements, the Statement of Net Assets at Fair Value as well as the Statement of Total Returns at Fair Value will not be primary statement; rather, they will form part of notes to the financial statements. Nevertheless, in preparation of half-yearly and annual financial results as part of post listing disclosure requirements, the wording used is such that one may argue that both these Statements are primary financial statements.

The following additional requirements/clarifications are provided in the circulars dated 7 May 2025:

  • Pre-amendment, the fair valuation was disclosed to stock exchanges on the same periodicity as it was required to be done. There is no change in this requirement. However, with regard to disclosure of the 'Statement of Net Assets at Fair Value' and the ‘Statement of Total Returns at Fair Value’ as part of financial statements/ results, it appears that such inclusion was required in the annual results/ annual financial statements only. Going forward, as per the Circulars dated 7 May 2025, BTs will now be required to include these statements as part of financial statements/ results on a half yearly basis.
  • Fair value of assets will be determined based on the valuation report of the valuer appointed under the Regulations.
  • Property-wise/ project-wise breakup of fair value of the assets will be given in the notes. Also, a property-wise/ project-wise reconciliation statement will be given in the notes, showing adjustments made to the valuation arrived at by the independent valuer to compute the fair value of assets presented.
  • Fair value of liabilities considered for computing the NAV equals the book value of such liabilities, except in cases where the outflow arising out of the liabilities have already been considered by the valuer while computing the fair value of assets or netted off with the corresponding assets.
  • The formats for both the Statement of Net Assets at Fair Value and the Statement of Total Returns at Fair Value were prescribed in the earlier Master circulars. The circulars dated 7 May 2025 have made changes and provided further clarity on presenting the Statement of Net Assets at Fair Value. Among other matters, it is clarified that Non-Controlling Interest will be recomputed considering fair values for reporting under the fair value column of the Statement of Net Assets at Fair Value.
  • Privately placed InvIT will continue to be required to get fair valuation of assets done only on yearly basis and there is no requirement for half yearly fair valuation of the assets. They may disclose the fair value of assets as per the latest available valuation report.

Highly Leveraged InvITs are required to have fair valuation done on their assets and disclose the said fair valuation to the investors on a quarterly basis. However, they are required to include the 'Statement of Net Assets at Fair Value' and the ‘Statement of Total Returns at Fair Value’ as part of financial results only on a half yearly basis. The Highly Leveraged InvIT may evaluate whether they should include these statements as part of quarterly results on a voluntary basis.

Format for presentation of Statement of Net Assets at Fair Value
S. No. Particulars Book Value Fair Value
(A) Total Assets xx xx
(B) Total Liabilities xx xx
(C) Net Assets (A-B) xx xx
(D) Less: Non-Controlling Interest [Refer Note (iv)] xx xx
(E) Net Assets attributable to unitholders (C-D) xx xx
(F) No. of Units xx xx
(G) NAV per unit (E/F) xx xx
Format for presentation of Statement of Total Returns at Fair Value
Particulars Amount
Total Comprehensive Income (As per the Statement of Profit and loss/Income and Expenditure) xx
Add/Less: Other Changes in Fair Value (e.g., in investment property, property, plant & equipment (if cost model is followed)) not recognized in Total Comprehensive Income xx
Total Return xx

Statement of NDCF

The framework for computing Net Distributable Cash Flows (NDCF) and distribution frequency, i.e., atleast once every six months, remains mostly unchanged. However, timeline for payment of distribution has been reduced from 15 days to 5 working days from the record date, per notification dated 27 November 2024. Also, the Circulars dated 7 May 2025 provide certain additional requirements/ clarifications. Given are some key additional requirements/ clarifications:

  • Distribution in the nature of repayment of capital will be shown as a negative amount on the face of the Balance Sheet as a separate line item ‘Distribution – Repayment of Capital’ under the sub-heading ‘Equity.’ The repayment of capital made in earlier periods should also be reclassified accordingly.
  • If acquisition of an SPV was funded by the external debt and surplus cash is available with such SPV, then the available cash should first be used to repay the external debt. Only after such debt repayment, remaining surplus, if any, can be used for distribution as NDCF.
  • Debt repayment at the BT/ Holding Company (HoldCo)/ SPV level will not be reduced from NDCF to the extent such debt is refinanced at some other level within the Group and proceeds from refinancing have been transferred to the debt repayment entity.
  • The period of making distribution should be followed consistently whether on a half-yearly/ quarterly/ monthly basis and the same should be part of distribution policy of the BT. Also, for each distribution, it should be ensured that cash flows from all assets, whether held by the BT or any of the underlying SPVs or HoldCo’s, are being distributed together.
  • At present, a HoldCo is required to distribute 100% of the cash flows received from the underlying SPV(s)/ subsidiaries to the REIT/InvIT, without any adjustment of negative cash flows generated at the HoldCo level. This may be challenging if the HoldCo does not have any independent operations and, consequently, it does not generate any positive cash flows. To address this challenge, in the SEBI Board meeting dated 18 June 2025, it has been decided to make appropriate changes in the regulatory framework applicable to BTs such that the negative net distributable cash flows generated by a HoldCo on its own can be adjusted against the cash received from SPV to arrive at the cash flows for distribution by such HoldCo to the REIT/InvIT, subject to appropriate disclosures to the unitholders. Final changes in this regard are yet to be notified.

Additional disclosures required for BTs having outstanding borrowings

BTs that have issued debt securities covered under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (as amended), will be required to comply with following continuous disclosure requirements. Some of these disclosures need to be given as part of financial results/ statements and other disclosures will be made separately:

  • Clauses 50, 51, 54-61A of the LODR Regulations. It may be noted that these clauses deal with matters such as intimation to stock exchange(s), disclosure of information having impact on the performance/ operation of a listed entity and/or price sensitive information, security cover and credit rating.
  • Submit to the stock exchanges along with quarterly results a statement showing material deviations in the use of issue proceeds, if any, until the funds are fully utilized. Earlier this was required to be submitted on a half-yearly basis.
  • Certain ratios such as debt-equity ratio, debt service coverage ratio, interest service coverage ratio, asset cover available, total debts to total assets and current ratio. These ratios need to be computed basis the consolidated financial information will form part of the financial results in half-yearly and annual report of the REIT. For InvIT, these ratios are also required to be disclosed in the quarterly results, in addition to the half yearly results and the annual report.
  • Name of lenders, in case of borrowings from Bank / NBFC / Financial Institution / any other lender, for all BT assets in the annual report. It is important to note that disclosure of lender names is not specifically required under Schedule III; hence, companies under the Companies Act, 2013 (as amended) are not obligated to provide this information. However, BTs will be required to disclose the names of the lenders.
  • Modified audit opinions affecting the ability to pay interest, redeem, or repay principal must be properly addressed by the manager’s board when publishing the accounts for that period.

How we see it

It appears that disclosure related to ratios will be part of the financial results/ financial statements. All other disclosures will be made outside the financial results/ statements.

Regarding the explicit requirement for boards to address modified audit opinions, it appears to be the expectation of the SEBI that financial statements should be prepared in a manner that modified audit opinion can be avoided. However, if the same is not practical, then the boards will be required to provide clarifications/ explanations in their report. In our view, it reinforces the responsibility of REIT and InvIT managers.

Statement of Net Borrowings Ratio

The requirement to present the ‘Statement of Net Borrowings Ratio' is arising for first time for BTs. InvIT need to present this Statement on quarterly basis. In contrast, the requirement is applicable to REIT on half yearly basis.

The ‘Statement of Net Borrowings Ratio' will need to be disclosed as part of quarterly, half yearly and annual financial results as well as annual financial statements of the InvIT using the below format. However, for a REIT, this statement is required to be disclosed in the half yearly and annual results as well as in the annual financial statements. This statement will be prepared using consolidated financial statements of the BT.

S. No. Particulars Amount
(A) Borrowings xx
(B) Deferred Payments xx
(C) Cash and Cash Equivalents xx
(D) Aggregate Borrowings and Deferred Payments net of Cash and Cash Equivalents (A+B-C) xx
(E) Value of REIT/ InvIT assets xx
(F) Net Borrowings Ratio (D/E) xx

The following key clarifications are provided for computation of net borrowing ratio:

  • he breakup of borrowings amount, deferred payments, cash and cash equivalents and the value of BT assets will be given as pertaining to the BT, each SPV and each Holding Company in the notes.
  • Type of each borrowing, such as term loan from ABC Bank / Financial Institution, non-convertible debentures, etc., will be given in the notes. Also, in case of borrowing from Bank / NBFC / Financial Institution / any other lender, the name of lenders will also be disclosed.
  • The value of BT assets will be determined based on the latest available valuation report by the valuer appointed under the Regulations. Refer to discussions under the heading ‘Statement of Net Assets at Fair Value/ Statement of Total Returns at Fair Value,’ for specific requirements related to frequency of fair valuation required.

Changes applicable to specific reporting requirements

Reporting at the time of IPO

Both the earlier Master Circular and the revised Circulars require that the offer document/ placement memorandum should contain audited financial statements of the Business Trust for a period of three financial years and a stub period (if applicable). The language used in the earlier Master Circular indicated that if the BT was in existence for the entire or some portion of the reporting period of three years and a stub period, if any, then consolidated financial statements of the BT for the period of existence will be given and the combined financial statements showing combined financial performance of all the proposed BT assets will be for the period when the BT was not in existence. This may have created practical challenges if the BT was in existence for the entire or some portion of the reporting period; however, it was not owning all the proposed BT assets to reflect the same in the consolidated financial statements. Also, it was possible that one single set of consolidated or combined financial statements does not reflect the financial position and financial performance of all the proposed BT assets for a period of three financial years and a stub period (if applicable), for example, if all or some of the assets were acquired at a later date.

To avoid ambiguity, the Circulars dated 7 May 2025 have clarified that in the case of an initial public offer, audited combined financial statements of the BT will be disclosed in the offer document / placement memorandum, for a period of three financial years and a stub period (if applicable). We believe this change is clarificatory in nature since it appears that most BTs were preparing combined financial statements at the time of IPO, irrespective of whether BT was in existence.

Interim financial results

Going forward, all Business Trusts will need to submit quarterly financial results to the stock exchanges. Earlier, this requirement was applicable only to the Highly Leveraged InvIT.

Pre-modification, the BT Regulations together with the Master Circulars required BTs to submit half-yearly results, i.e., results for the first six months of the financial year, within 45 days of the period-end to the stock exchanges and annual results were required to be submitted within 60 days of the financial year-end. In addition, highly leveraged InvITs were required to submit quarterly financial results for the first and third quarter of the financial year within 30 days from the end of the quarter, half yearly results within 45 days from the of the period-end and annual results within 60 days from the period end to the stock exchanges. Hence, in the pre- amendment scenario, there was no specific requirement to submit quarterly financial results for BTs, other than highly leveraged InvITs. Despite this, it is understood that many BTs were reporting quarterly financial information on a voluntary basis.

The Circulars dated 7 May 2025 mandate all business trusts to file their quarterly results for the first three quarters of the financial year within 45 days from the end of each quarter and annual results within 60 days of the year-end.

It may be noted that whilst the Circulars dated 7 May 2025 give all business trusts a time period of 45 days from the end of the period for submission of financial results for the first three quarters. However, the BT Regulations require highly leveraged InvIT to submit quarterly financial results for the first and third quarter of the financial year within 30 days from the end of the quarter. Apparently, there is no change in these Regulations. It may be appropriate for the SEBI to clarify this aspect. Till the time, the SEBI provides an appropriate clarification, one may argue that the stringent requirement will apply and highly leveraged InvIT will continue to follow time limit prescribed in the BT Regulations for submission of the Results.

The Circulars dated 7 May 2025 also require the following with regard to interim financial results:

  • The BTs will submit financial results in respect of the last quarter along with the results for the entire financial year, with a note stating that the figures of the last quarter are the balancing figures between audited figures in respect of the full financial year and the published year-to-date figures up to the third quarter of the current financial year.
  • The financial information will be disclosed on both separate as well as a consolidated basis, unless otherwise specified. However, the regulations currently do not provide any such exception.
  • The following financial information needs to be provided in the financial results.
Revised regulations Previous regulations

Quarterly results – First and third quarter of the financial years

  • Statement of Profit and Loss using Schedule III format, excluding notes and sub-classification
  • Segment information to be prepared using the format prescribed under Ind AS 34 Interim Financial Reporting
  • Statement of NDCF
    • REIT - Only if it declares distribution
    • InvIT – Disclosure seems to be required in all cases in the quarterly results.
  • Statement of Net Borrowings Ratio - Disclosure in quarterly results is mandatory for InvIT. However, REIT is not required to include such statement in the quarterly results.

The regulations also provided BTs an option to present quarterly and half yearly financial information in the form of condensed financial statements. If opted, such financial information should comply with the minimum requirements for condensed financial statements as described in Ind AS 34.

No requirement to present quarterly financial results except for highly leveraged InvIT. For highly leveraged InvIT also, no specific format was prescribed. It appears that such InvIT were preparing condensed financial statements as per Ind AS 34 Interim Financial Reporting.

Half-yearly results, i.e., results for first six months of the years

  • Statement of Profit and Loss using Schedule III format, excluding notes and sub-classification
  • Statement of Assets and Liabilities using Schedule III format, excluding notes and sub-classification
  • Statement of Changes in Unitholders’ Equity
  • Statement of Cash Flows
  • Statement of NDCF
  • Statement of Net Assets at Fair Value
  • Statement of Total Returns at Fair Value
  • Statement of Net Borrowings Ratio
  • Segment information to be prepared using the format prescribed under Ind AS 34

The regulations also provided BTs an option to present quarterly and half yearly financial information in the form of condensed financial statements. If opted, such financial information should comply with the minimum requirements for condensed financial statements as described in Ind AS 34.

Half-yearly results

  • Statement of Profit and Loss
  • Statement of NDCF
  • Explanatory Notes forming part of the above statements

The regulations also provided BTs an option to present financial information in the form of condensed financial statements. If opted, such financial information should comply with the minimum requirements for condensed financial statements as described in Ind AS 34.

Revised regulations Previous regulations

Annual results

  • Statement of Profit and Loss using Schedule III format, excluding notes and sub-classification
  • Statement of Assets and Liabilities using Schedule III format, excluding notes and sub-classification
  • Statement of Changes in Unitholders’ Equity
  • Statement of Cash Flows
  • Statement of NDCF
  • Statement of Net Assets at Fair Value
  • Statement of Total Returns at Fair Value
  • Statement of Net Borrowings Ratio
  • Segment information to be prepared using the format prescribed under Ind AS 34

Annual results

  • Balance Sheet
  • Statement of Profit and Loss
  • Statement of Changes in Unit holders’ Equity
  • Statement of Cash Flows
  • Statement of NDCF
  • Statement of Net Assets at Fair Value
  • Statement of Total Returns at Fair Value
  • Explanatory notes forming part of the statements referred above

The BT Regulations together with the Circulars dated 7 May 2025 give BTs an option to present quarterly and half yearly financial information in the form of condensed financial statements and comply with minimum requirements as described in Ind AS 34. It may be noted that Ind AS 34 does not require statements such as Statement of NDCF, Statement of Net Assets at Fair Value, Statement of Total Returns at Fair Value and Statement of Net Borrowings Ratio, to be included in the condensed financial statements. Also, minimum columns to be included in the condensed financial statements lesser, e.g., Ind AS 34 does not require information/ column for the immediately the preceding period.

We believe it may be appropriate for the SEBI to clarify whether such information is needed if the BT is using Ind AS 34 format. Till the time such clarification is provided, one may argue that the SEBI has prescribed additional requirements considering peculiarities of Business Trusts and such information is required for economic decision making of the users. Hence, such information need to be given even if the BT is presenting condensed financial statements using Ind AS 34 format.

  • Columns to be given in interim results have been specified and are broadly aligned to those required by listed entities under the LODR regulations.
  • The financial information, other than the annual financial information, submitted to the stock exchanges may be either audited or unaudited. If the BT opts to submit unaudited financial information, it will be subject to limited review and will be accompanied with limited review report. However, if the BT opts to submit audited financial information, it will be accompanied with audit report. The annual financial information must be audited and accompanied by the audit report. These requirements are broadly aligned with those applicable to listed entities under the LODR regulations.
  • BTs must ensure that 100% of consolidated revenue, assets, and profits are covered by audit (for audited results) or limited review (for unaudited results) in quarterly and year- to-date consolidated financial information.

How we see it

Whilst most of the financial reporting requirements applicable to InvIT and REIT are aligned, there are certain differences, e.g., an InvIT is required to disclose the Statement of NDCF irrespective of distribution declaration, and the Statement of Net Borrowings Ratio in the quarterly results whereas a similar requirement for quarterly disclosure does not exist for a REIT and REIT needs to disclose this information on half yearly basis.. The SEBI may evaluate whether these differences should continue or the requirements can be aligned on a go-forward basis.

Timeline for submission of financial information immediately post listing

The BT, subsequent to its listing, will be required to submit to the stock exchange financial information for the quarter or the financial year immediately succeeding the period for which the financial statements were disclosed in the offer document. Such submission is required to be submitted within 45 days from the end of the quarter or within 60 days from the end of the financial year, as the case may be, or within 21 days from the date of its listing, whichever is later.

Proforma financial statements

The Master Circulars as well as the revised Circulars require/ allow proforma financial information in the case of follow-on offers, including preferential issues, institutional placements and rights issue of units by BT. The requirement states that if the BT has undertaken any acquisition or divestment of any material assets after the latest period for which the financial information is disclosed in the placement document but before the date of filing of the placement document, the certified proforma financial statements will be disclosed for at least the period covering the last completed financial year and the stub period, if any. While this requirement existed earlier, the revised Circulars provide the following additional guidance/ requirements:

  • The acquisition / divestment would be considered material if the acquired / divested business or SPV or Holding Company in aggregate contributes 20% or more to turnover, net worth or profit before tax in the latest annual consolidated financial statements of the BT.
  • The proforma financial information will be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time and certified by the statutory auditor of the BT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).
  • Summary of audited financial statements of the assets being acquired will be given for the previous three years and the stub period (if available). If general purpose financial statements of the assets being acquired are not available, combined / carved-out financial statements for those assets will be prepared in accordance with the Guidance Note issued by the ICAI from time to time. The combined / carved-out financial statements will be audited by the auditor of the seller in accordance with the applicable framework. If the BT has been in existence for a period less than the last three completed financial years, then this disclosure may be provided for such financial years for which the BT has been in existence and for the stub period (if applicable).

The revised Circulars also provide the following options and related clarifications:

  • BT may voluntarily choose to provide proforma financial statements of acquisitions or divestments (i) even if they are below the materiality thresholds prescribed, or (ii) if the acquisitions or divestments have been completed prior to the latest period(s) for which financial information is disclosed in the offer document. Also, the proforma financial statements may be disclosed for such financial periods as determined by the manager. In the case of one or more acquisitions or divestments, a combined set of proforma financial statements should be presented.
  • BT may also voluntarily provide proforma financial statements to disclose the impact of the acquisition, if the proceeds of the issue are to be used for acquisition of one or more businesses or entities. The proforma financial statements may be disclosed for such financial periods as determined by the manager.
  • Proforma financial statements will be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time and certified by the statutory auditor of the InvIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI.
  • BT may also voluntarily include financial statements of the business acquired or divested, provided that such financial statements are certified by the auditor (of the asset acquired or divested) or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI.
  • Where the businesses acquired / divested do not represent a separate entity, general purpose financial statements may not be available for such business. In such cases, combined / carved-out financial statements for such business will be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time.

Applicability date

The requirements related to disclosure of financial information in the offer document are applicable from the date of issuance of the Circular, viz., 7 May 2025. The changes related to continuous disclosures and compliances by business trusts including changes related to quarterly, half yearly and annual financial results/ statements are applicable for the period beginning on or after 1 April 2025.

How we see it

The revised Circulars represent a significant shift towards more frequent, transparent and granular financial reporting. The new Circulars bring more clarity, reduce interpretational issues, and align regulatory landscape more closely with those applicable to other listed entities under the LODR Regulations. This should help the stakeholders, especially investors, in better economic decision making.

From the business trusts perspective, it may be noted that the new requirements are applicable with immediate effect. They may need to upgrade their financial reporting systems, valuation procedures, and internal financial controls to meet the new requirements smoothly.