Published On - Jul 31, 2025
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.
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.
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.
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:
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.
Ind AS 7 Statement of Cash Flows gives entities an option to report cash flows from operating activities using either:
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.
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:
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.
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 |
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 |
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:
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:
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.
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:
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.
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:
Revised regulations | Previous regulations |
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Quarterly results – First and third quarter of the financial years
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
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
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 |
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Annual results
|
Annual results
|
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.
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.
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.
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 revised Circulars also provide the following options and related clarifications:
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.
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.