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CAPITAL RAISING • INSTITUTIONAL REAL ESTATE TRUSTS

Monetize Commercial Real Estate via SEBI-Regulated REITs

Advisory for developers and asset sponsors structuring and listing Real Estate Investment Trusts on Indian stock exchanges.

Book Mandate Consultation Check Diagnostic & Tools

₹500 Cr

Minimum Asset Value

90% Net Cash Flow

Mandatory Payout

80% Rent-Yielding

Asset Eligibility

SEBI (REIT) Regulations

Regulatory Framework

STRATEGIC OVERVIEW

Promoter-First Advocacy in Mainstream REIT Structuring & Listing

Real Estate Investment Trusts (REITs) have emerged as the premier institutional vehicle for developers and real estate sponsors to unlock equity capital from completed, rent-yielding commercial properties. Under the SEBI (Real Estate Investment Trusts) Regulations, 2014, REITs democratize access to institutional grade office parks, shopping malls, and warehousing logistics hubs. Structuring a mainstream REIT requires rigorous entity structuring (Trust, Sponsor, Manager, Trustee), tax-efficient transfer of Special Purpose Vehicles (SPVs), mandatory distribution modeling, and anchor syndication with global institutional investors like GIC, Blackstone, and Brookfield. Glocal Consultants provides end-to-end advisory across the entire REIT listing lifecycle.

DELIVERABLES & SCOPE

What Glocal Delivers on Your Mandate

Portfolio Eligibility & Readiness Audit

Evaluating commercial asset portfolios against SEBI's 80% completed rent-yielding asset requirement.

Trust & Entity Architecture

Establishing the statutory 4-tier REIT structure: Sponsor, Trustee, Investment Manager, and underlying SPVs.

Tax-Efficient Asset Transfer Advisory

Structuring the swap of SPV shares for REIT units utilizing tax exemptions under Section 47(xvii) and capital gains relief.

Offer Document & SEBI Registration

Preparing comprehensive draft offer documents with independent property valuations and securing SEBI registration.

Anchor & Global Institutional Placement

Syndicating with domestic mutual funds, insurance companies, and foreign portfolio investors (FPIs).

Post-Listing Distribution & LODR Governance

Setting up systems for semi-annual mandatory 90% Net Distributable Cash Flow (NDCF) distribution and continuous disclosures.

REGULATORY BENCHMARKS

Statutory Eligibility & Criteria

Governed under SEBI (Real Estate Investment Trusts) Regulations, 2014:

Statutory Metric	Regulatory Requirement
Minimum Asset Size	Total value of assets owned by the REIT must not be less than ₹500 Cr
Rent-Yielding Ratio	At least 80% of asset value must be invested in completed and rent-generating properties
Sponsor Net Worth	Sponsor must have minimum net worth of ₹100 Cr and 5+ years track record in real estate
Sponsor Holding Lock-In	Sponsors must hold minimum 15% units for at least 3 years from listing
Distribution Mandate	Mandatory distribution of not less than 90% of Net Distributable Cash Flows (NDCF)

EXECUTION WORKFLOW

5-Stage Milestone Roadmap

Asset Due Diligence & Valuation

Screening commercial portfolio titles, lease agreements, and independent valuation by registered valuers.

Entity Formation

Setting up Trust, registering with SEBI as a REIT, and appointing independent SEBI-registered Trustee and Manager.

SPV Asset Consolidation

Executing share-swap agreements transferring SPVs holding properties into the REIT trust.

SEBI Offer Document Filing

Drafting offer document, exchange liaison, roadshows with anchor funds, and receiving clearance.

Public Offering & Exchange Listing

Public issue of REIT units, allotment, and listing on NSE/BSE with secondary trading.

VALUE REALIZATION

Strategic Advantages for Issuers

✓Monetize Illiquid Real Estate Assets While Retaining Portfolio Management Control

✓Perpetual Access to Domestic and Global Capital for Continued Asset Acquisitions

✓Significant Tax Efficiencies Under Indian Income Tax Provisions (Pass-Through Status)

✓Unlocking Premium Institutional Valuations for Grade-A Commercial Portfolios

✓Lower Cost of Debt Capital via Credit-Rated Listed REIT Bond Issuances

✓Enhanced Market Profile and Alignment with Global Sovereign Wealth Investors

FREQUENTLY ASKED QUESTIONS

Mandate FAQs & Clarifications

REITs enjoy a special pass-through status under the Income Tax Act. Distributions typically consist of interest, dividends, and repayment of debt, each taxed or exempt based on the SPV's underlying tax election.

Strategic Promoter Access

Schedule a Consultation for Mainstream REIT Structuring & Listing

Schedule an exclusive, non-disclosure advisory session with our senior capital markets partners. We evaluate your listing feasibility, capital structure, and valuation multiples.

Confidential Advisory RequestAll discussions strictly covered under bilateral Non-Disclosure (NDA).

Partner Desk

Direct Partner Contacts

Direct Advisory Hotline

+91 96257 55789

Corporate Inquiries

info@glocalconsultants.com

Corporate Headquarters

Glocal Consultants Private Limited
C-1119, KLJ Noida One,
Sector 62, Noida - 201309

Hours: Mon – Fri: 9:30 AM – 6:30 PM IST
Advisory desks in Noida, Mumbai & Bangalore