Overview of SEBI’s New Disclosure Norms
- On May 8, SEBI issued revised disclosure guidelines for Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs).
- The changes aim to enhance transparency, improve investor protection, and align disclosures with global best practices.
- Issued via two circulars, the revised norms are based on the recommendations of a Working Group under HySAC (Hybrid Securities and Advisory Committee).
Key Changes in Offer Document Disclosures
- Audited Financial Statements: REITs and InvITs must disclose:
- Audited financials for the past 3 financial years
- Stub period financials, if the latest audited figures are older than 6 months
- Entity Age Clause: In follow-on offers, if the REIT/InvIT has not existed for 3 years:
- Financials must be provided for the actual period of existence + stub period
- Initial Offers: Must include audited combined financials in the offer document or placement memorandum
- Additional Audited Disclosures:
- Project-wise operating cash flows
- Contingent liabilities and commitments
- All to be audited by peer-reviewed auditors approved under REIT/InvIT regulations
