Guidance · PACRA · 31 Oct 2025
The Pakistan Credit Rating Agency (PACRA) has issued this assessment framework to standardize the evaluation and assignment of REIT Manager Ratings (RM1–RM5) for Real Estate Investment Trust Management Companies. The methodology mandates a comprehensive qualitative and quantitative analysis of seven critical factors, including profile, ownership stability, governance effectiveness, management competency, investment risk, customer relationships, and historical performance. By benchmarking REIT Management Companies against their peer universe and aligning with Securities and Exchange Commission of Pakistan regulations, the framework ensures transparent rating scales, clear succession planning, robust third-party oversight, and consistent financial support from major shareholders.
The Pakistan Credit Rating Agency
Real Estate Investment Trust
(REIT) Manager Rating
Assessment Framework
Table of Contents
Introduction.......................................................... 2
Profile ................................................................... 5
Ownership............................................................ 5
Governance.......................................................... 7
Management ........................................................ 8
Investment and Portfolio Management..............10
Customer Relationship ......................................12
Investment Performance ...................................13
Summary
This methodology outlines PACRA’s approach to assigning a REIT Manager Rating, which is an independent opinion on the quality of a REIT Manager’s investment and operations management ability. PACRA’s opinion is based on the evaluation of the following factors: i) Profile, ii) Ownership, iii) Governance, iv) Management, v) Investment Risk and Portfolio Management, vi) Customer Relationship, and vii) Investment Performance. PACRA also compares the standing of the REIT Management Company with that of its peers in its relative universe. Analyst Contacts:
Momin Farooque momin.farooque@pacra.com
+92 42 3586 9504
The Pakistan Credit Rating Agency:
Head Office
FB 1 Awami Complex
Usman Block, New Garden Town
Lahore
Phone: +92 42 3586 9504
Karachi Office
169/1, Street No 21.
Khayaban-e-Qasim, DHA Phase 8
DHA, Karachi
Phone: +92 346 2578624
Disclaimer: PACRA has used due care in preparation of this document. Our information has been obtained from sources we consider to be reliable but its accuracy or completeness is not guaranteed. PACRA shall owe no liability whatsoever to any loss or damage caused by or resulting from any error in such information. Contents of PACRA documents may be used, with due care and in the right context, with credit to PACRA. Our reports and ratings constitute opinions, not recommendations to buy or to sell
REIT Manager Rating
Assessment Framework
Introduction
Overview
Real Estate Investment Trusts (REITs) are investment vehicles designed to mobilize resources from a large pool of investors and, in turn, provide them with access to income-generating real estate assets. A REIT is structured like a traditional closed-end mutual fund. However, instead of stocks and bonds, a REIT investor owns real estate-backed units that sell like any other units or listed securities, enabling the investor to invest directly in real estate assets. Returns for the investors come either from rental income distributed through dividends or capital gains through price appreciation of the underlying assets, as reflected in the unit price. REITs generally distribute the majority of their profits (over 90% in Pakistan) to their investors to receive favorable tax treatment under Pakistan’s tax laws. REITs enable investors to have direct exposure to a relatively illiquid asset class with low individual investment requirements and a sizeable initial capital requirement. REIT Industry Structure
Page | 3 October 2025
REIT Manager Rating
Assessment Framework
Regulatory Framework
REITs are regulated by the Securities and Exchange Commission of Pakistan (SECP), which has issued a comprehensive set of regulations (REIT Regulations 2022, hereon referred to as “the Regulations”). The Regulations address all aspects of REIT registration, operations, and roles and responsibilities of all parties, including the RMC. REITs can be formed under a Public and Private Partnership model (referred to as PPP REIT schemes) or otherwise directly or through Special Purpose Vehicles (referred to as non-PPP REIT schemes). As per the Regulations, a nonPPP REIT scheme must be listed on the PSX within three years after its first financial close while in the case of PPP REITs, it should be listed no later than the first year of its commercial operations date. Some salient features of the Regulations are listed in the table below:
Minimum ownership requirement by accredited investor/RMC:
In the case of a single strategic investor 25% Units In the case of multiple strategic investors 5% Units Application for permission to form an RMC PKR 0.25 million Application for license to undertake or carry out REIT Management Services. PKR 1 million Application for the renewal of a license to carry out an activity or function. Nil Launch REIT scheme PKR 0.5 million Annual Monitoring Fee to SECP (Rental REIT) 0.1% of fund size Annual Monitoring Fee to SECP (Developmental REIT) 0.2% of fund size Annual Monitoring Fee to SECP (Hybrid REIT) 0.15% of fund size
Page | 4 October 2025
REIT Manager Rating
Assessment Framework
Roles and Responsibilities of a REIT Manager
RMCs provide REIT Management Services to all three types of REITs. REITs invest in different segments within the real estate industry such as office buildings, residential properties, industrial estate, apartments, malls, hotels, and other commercial buildings and mega structures. Some key responsibilities of RMCs, as per the Regulations, are given below:
RMC Rating Framework
PACRA follows a comprehensive approach when assigning a REIT Manager Rating, comprising both qualitative and quantitative analyses. The factors considered include: i) Profile, ii) Ownership, iii) Governance, iv) Management, v) Investment Risk and Portfolio Management, vi) Customer Relationship, and vii) Investment Performance. This enables PACRA to understand the perspective and objectives of the RMC shareholders, board, and management team. PACRA attempts to analyze an RMC not only on a standalone basis but also in the relative universe Rating Scale REIT Manager Rating scale ranges from RM1 (indicating that REIT Manager meets or exceeds the overall REIT management industry best practices and highest benchmarks) to RM5 (indicating that REIT Manager does not meet the minimum REIT management industry standards and benchmarks). Symbols ranging from RM2 to RM4 are appended by ‘++’ and ‘+’ for rankings within the same category.
1) Conducting due diligence of
real estate to confirm that it is free from encroachments, defects & encumbrances
2) Ensuring legitimacy and
validity of all material contracts pertaining to the REIT schemes and ensuring standard of Trust Deed
3) Completing relevant
documentation including business plan, offering documents and information memorandum
4) Being responsible for
development, maintenance, operations, renting and sale of the real estate
5) Arranging insurance
coverage for real estate & transferring real estate to trustee/SPV (as applicable)
6) Outsourcing certain
functions to third-party service for furtherance of objectives of the REIT funds
7) Ensure that REIT Assets are in name of
Trustee for benefit of unit holders and customer advances are received in name of Trustee and REIT Scheme is in accordance with Trust Deed and all applicable laws and regulations
Page | 5 October 2025
REIT Manager Rating
Assessment Framework
Profile
Background
PACRA reviews the background of the RMC to understand its evolution from where it started to its current standing. PACRA looks at the progress of the RMC from its historical past and the number of REIT schemes under management of the RMC. The progress of the RMC helps PACRA determine its ability to successfully manage REIT schemes. PACRA considers RMC’s experience in the industry and favors RMCs with an established track record of several years, navigating through market cycles, developing sound processes and well nurtured expertise to offer REIT management services. Market Share Size provides sustainability to an RMC and longevity to its operations. Thus, analysis of REIT schemes under management and the product base relative to the industry is central to PACRA’s assessment. The aim is to assess the RMC’s ability to work with clients and to provide services well-suited to their needs. To gauge this, PACRA assesses the market share of an RMC and its growth over a period of time. Scheme Mix PACRA, apart from sheer size, also considers RMC’s portfolio of REIT schemes and its diversification. PACRA looks at diversification at two levels: a) AUMs represented by the top scheme, and b) AUMs represented by single property. Concentration in either of these is not considered favorable. Ownership Ownership Structure The assessment of ownership begins with the RMC's legal status, determining whether it is listed or unlisted. PACRA then conducts an in-depth review of the shareholding structure to understand structure of ownership. Key factors considered for this purpose include: i) shareholding structure, which includes whether the individual(s) own the RMC directly or indirectly, ii) foreign or local shareholders, iii) whether the RMC is owned by a single group or through a combination of entities and individuals, and iv) whether it is part of a group or operates as a standalone RMC. All these deliberations are done to identify the person at the last mile. PACRA also examines how an RMC is run, as some entities function as family businesses despite their legal company status. Complex shareholding/ownership structures: In cases where an RMC has a complex ownership structure, there could be unique challenges in evaluating the decision-making process, lines of hierarchy and financial obligations and liabilities. In analyzing these RMCs, the fundamental issue is to explore the underlying reason or motivation for the complexity of the structure. RMCs which are owned by private individuals and families: On the one hand, the concentration of equity ownership might indicate that the majority shareholders have a strong vested interest in creating long-term value and closely monitoring management behavior. On the other hand, a potential concern in such cases is that the owners might rely heavily on funds generated by the RMC as source of income or to fund other business activities, potentially undermining the financial stability of the RMC
Page | 6 October 2025
REIT Manager Rating
Assessment Framework
Stability
In order to analyze the stability of ownership, succession planning is a particularly important factor to consider. PACRA attempts to assess whether, and under right of succession, the RMC’s prospects would be supported and by whom. This is particularly relevant in case of family-owned businesses and joint ventures, where lack of clear succession could have a contagious effect on the sustainability of the RMC. A stable ownership with clarity in succession, with major stakes residing with one family or group, is considered positive for ratings. Business Acumen PACRA gauges the owners’/major shareholder’s business acumen. Having a strong business acumen and related experience is considered critical for sustainable success. PACRA analyzes business acumen through two primary areas: i) industry-specific working knowledge, and ii) strategic thinking capability. A deep, practical understanding of the system is critical in order to determine how a business achieves its goals and objectives. The scope includes the assessment and understanding of how the shareholders of the RMC deliberate over and successfully make the right business decisions. Conformity to the Fit and Proper Criteria as per the Regulations is also confirmed. Financial Strength PACRA evaluates the availability of financial resources with the RMC owner since the Regulations stipulate minimum paid up capital of PKR 50mln for RMCs. Moreover, if the RMC is the strategic investor for certain REITs Fund, it is required to hold at minimum 25% units of initial size of the fund at all times. This presents first challenge for the RMC. If the shareholders are unable to arrange the required equity, it may not be able to set up the RMC. PACRA also analyzes the ability and willingness of major shareholders to support the RMC on an ongoing basis and in times of crisis. Here, PACRA gives due importance to: i) behavior of the major shareholders to provide timely and comprehensive support in times of need in the past, ii) prospective view of key shareholders, in case such need arises, iii) other businesses of shareholders, and iv) the level of commitment of the major shareholder with the RMC in providing capital support. In case of no explicit commitment, PACRA attempts to form a view on availability of likely support. Support, in this context, refers strictly to financial support, rather than operational support. PACRA’s review of other businesses includes profiling key shareholders to identify their resources outside the RMC. If, in a group structure, the financial strength of the key shareholder is deemed to be weaker than that of the RMC, this may bode negatively for the RMC’s standalone rating given the possibility that the RMC may at some point of time be bound to extend financial support to its weaker parent. Information Required on Ownership:
Page | 7 October 2025
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Assessment Framework
Governance
Board Structure
This comprises assessment of board on various criteria including overall size, presence of independent members, board members’ association with the RMC, overall skill mixes and structure of board committees. Size of the board may vary depending on the scope and complexity of the RMC’s operations. While a very small board is not considered good, similarly, reaching a decision in an effective and efficient manner may not be possible in case of a very large board. A healthy composition of board includes the presence of independent/non-executive members having limited relationship with the shareholding group of the RMC. Additionally, having the same individual as both chairperson and CEO is considered weak governance. The chairperson is expected to have a non-executive role, and should be independent for higher rated RMCs. Compliance with the code of corporate governance is also examined. PACRA also considers the independence of governance from major shareholders. Lastly, PACRA evaluates number of board committees, their structure, and how these committees provide support to the board. A board with higher number of members and REIT funds should have higher number of committees in place to assist in performing its role. Members Profile PACRA collects information regarding profile and experience of each board member. This helps in forming an opinion about overall quality of the board. Moreover, diversification in terms of knowledge background and experience is considered positive. However, a fair number of board members should have related experience. Members having sufficient knowledge and professional experience of the Real Estate Industry is viewed positively. Board Effectiveness In PACRA’s view, the role of the board is to work with management in steering the RMC to its performance objectives and to provide critical and impartial oversight of management performance. PACRA analyzes the type and extent of information shared with board members, and quality of discussions taking place at board and committee levels. Effective oversight requires frequent sharing of detailed information covering various aspects of business and market development. PACRA also reviews the number of board meetings held during the year as these should be justified with the number of issues/challenges arising. Board members’ attendance and participation in meetings is important and is gauged by viewing board meeting minutes. Transparency Quality of governance framework is also assessed by the procedures designed by the board to ensure transparent disclosures of financial and other information. This can be achieved through: i) ensuring independence of the audit committee, ii) strength and effectiveness of the quality of internal audit function, which may be in-house or outsourced, and iii) improving quality of external audit by engaging auditors, which are included in the State Bank of Pakistan’s panel of auditors and/or have a satisfactory QCR rating. Accounting Quality: PACRA
reviews the quality of an RMC’s accounting policies as reflected in its notes to accounts, auditors’ comments and other disclosures which are part of its financial statements. Adherence to accounting standards is assessed, particularly for unlisted concerns.
Page | 8 October 2025
REIT Manager Rating
Assessment Framework
Information Required on Governance:
Page | 9 October 2025
REIT Manager Rating
Assessment Framework policies and procedures. A key measure of management effectiveness is its track record of delivering on past projections, projects, and implementing its strategy effectively. MIS: System generated real-time based MIS reports add more efficiency in decision making whether related to operational, financial or strategic issues. PACRA evaluates the quality and frequency of the MIS reports used by the management team to ascertain how it supplements decision making within the RMC is information-based. Control Environment An analysis of the overall Compliance and Internal Control framework (including Internal Audit procedures) of the RMC helps in identifying the procedures, controls and reporting lines in place. A robust control environment ensures the management of conflicts of interest, meets fiduciary responsibility, and verifies the accuracy of financial and accounting information prepared for investors and other stakeholders. This analysis assesses the strength of the overall compliance and control environment beyond regulatory requirements. Well-documented and comprehensive internal policies and a structured internal control program are viewed as positive factors for the rating. The compliance function is evaluated on an enterprise-wide basis. More value is placed on the independence of the compliance function and integration into the overall systems of the RMC. Oversight of Third-Party Service Providers Existence of documented policies and processes established by the RMC for availing services by third-party service providers is viewed positively. In particular, PACRA assesses how due diligence of service providers is conducted by RMC, onboarding processes and mechanisms in place to monitor the quality of services being provided by the thirdparties as per the underlying Service Level Agreements (SLAs). Controls surrounding these processes are considered crucial as the performance of the REIT is not only dependent upon the management of the RMC but also upon the quality of the services provided by third parties. Since ultimate responsibility for outsourced functions rests with the RMC, PACRA evaluates whether an adequate mechanism exists for the identification and mitigation of service providers’ related risks. Here, PACRA gives due credit to the existence of comprehensive contingency plans developed under the guidance of the RMC’s Board to prevent potential disruption in operations due to negligence or underperformance of the service providers. Managing Conflicts of Interest It is possible that the key owner/strategic investor of the REIT holds multiple real estate properties, which they may choose not to include under the REIT. This would effectively mean competing real estate interests, which could impact the impartiality of the key owner. Since the key owner has a high minority stake (possibly even majority stake), and may also be part of the Board/management team, this can create potential conflict of interest. Other
conflicting interests may arise if an RMC outsources key functions to affiliates or associated companies. The Regulations limit such risks to some extent by requiring certain functions, including the trustee, valuer and advisor/consultant to be independent. However, other roles such as those of property manager or developmental advisor may still result in risk of self-dealing if transactions are not conducting on arms-length basis. Here, PACRA would place emphasis on the RMC’s policy on avoiding such conflicts and assess how the RMC ensures robust controls around related party transactions. There may also be conflicts of interest on the RMCs part if compensation arrangements are not well thought out. If the management fee of the RMC is tied to value of underlying real estate assets, this can potentially impact decision
Page | 10 October 2025
REIT Manager Rating
Assessment Framework making by the RMC. It is highly unlikely that the RMC would want to sell a valued asset in such case even if the sale may result in a substantial capital gain for the REIT. Therefore, it is preferred that the management fee be linked to operating income/profits rather than value of underlying assets. Operational Risk: Operational risk is the risk of loss resulting from inadequate internal processes, people and systems or from external events. An analysis of the RMC’s Disaster Recovery (DR) procedures, infrastructure security and monitoring of third-party activities helps determine the viability of the operational control environment against unanticipated business disruptions, personnel errors and inadvertent data entry errors. Information Required on Management:
Page | 11 October 2025
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Assessment Framework
Page | 12 October 2025
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Assessment Framework
Information Required on Investment Risk and Portfolio Management:
Page | 13 October 2025
REIT Manager Rating
Assessment Framework
Investment Performance
REIT Schemes Under Management
PACRA looks at the growth trend in the AUMs. This is then compared to industry trends and peer performance over the period. Movement in AUMs is also assessed in light of the overall economic environment during the period. Segment-wise composition of AUMs is analyzed to understand significant changes in trends and possible underlying risks. Performance Achieving competitive investment results to sustain and improve REIT schemes is the principal objective of an RMC. Over the long run, poor performance leads to reputation risk and makes holding on to REIT Schemes challenging. This lowers the income and leads to deterioration in profitability and ultimately the standing of the RMC. PACRA believes that in long run, the REIT schemes of an RMC with noted strengths will usually be superior or at par with peers. Given the low number of players currently operating in the REIT industry and lack of availability of formal data pertaining to the real estate sector in general, performance benchmarking is expected to be a challenge in the short-term and could be made across asset classes. However, the growth momentum of the industry, supported by favorable government policies, is encouraging, and more performance-related data gathered over time is expected to allow for building of sophisticated datasets and indices for comparative analyses. Financial Sustainability PACRA looks at the financial position of the RMC to assess its sustainability. For this, both balance sheet analysis and profit analysis are undertaken. Several aspects of the RMC’s income statement are considered: revenue and diversification of revenue stream, revenue from management fee and other income, expense trends, and concentration by REIT schemes and industry segments. More than 50% of revenue contribution by one REIT scheme or industry segment may not be considered favorable. These deliberations are done to assess whether the RMC is financially stable to maintain its operations in the long run and its payment capacity in case any liability comes due. The return on equity is analyzed in conjunction with peers to take a view as to the investor’s satisfaction with the investment. PACRA also considers if there are insurance arrangements to cover the loss occurring due to errors and omissions. Information Required on Investment Performance:
REIT Manager Rating
Scale
REIT Manager Rating Scale
An independent opinion on a REIT Manager’s Quality of investment and operations management. Scale Long-Term Rating RM1 Very high quality of investment and operations management. RM2++ RM2+ RM2 High quality of investment and operations management. RM3++ RM3+ RM3 Good quality of investment and operations management. RM4++ RM4+ RM4 Adequate quality of investment and operations management. RM5 Weak quality of investment and operations management. Rating Modifiers | Rating Actions Outlook (Stable, Positive, Negative, Developing) Indicates the potential and direction of a rating over the intermediate term in response to trends in economic and/or fundamental business / financial conditions. It is not necessarily a precursor to a rating change. ‘Stable’ outlook means a rating is not likely to change. ‘Positive’ means it may be raised. ‘Negative’ means it may be lowered. Where the trends have conflicting elements, the outlook may be described as ‘Developing’. Rating Watch Alerts to the possibility of a rating change subsequent to, or, in anticipation of some material identifiable event with indeterminable rating implications. But it does not mean that a rating change is inevitable. A watch should be resolved within foreseeable future, but may continue if underlying circumstances are not settled. Rating watch may accompany rating outlook of the respective opinion. Suspension It is not possible to update an opinion due to lack of requisite information. Opinion should be resumed in foreseeable future. However, if this does not happen within six (6) months, the rating should be considered withdrawn. Withdrawn A rating is withdrawn on a) termination of rating mandate, b) the debt instrument is redeemed, c) the rating remains suspended for six months, d) the entity/issuer defaults., or/and e) PACRA finds it impractical to surveil the opinion due to lack of requisite information. Harmonization A change in rating due to revision in applicable methodology or underlying scale. Surveillance. Surveillance on a publicly disseminated rating opinion is carried out on an ongoing basis till it is formally suspended or withdrawn. A comprehensive surveillance of rating opinion is carried out at least once every six months. However, a rating opinion may be reviewed in the intervening period if it is necessitated by any material happening. Rating actions may include "maintain", "upgrade", or "downgrade". Disclaimer: PACRA has used due care in preparation of this document. Our information has been obtained from sources we consider to be reliable but its accuracy or completeness is not guaranteed. PACRA shall owe no liability whatsoever to any loss or damage caused by or resulting from any error in such information. Contents of PACRA documents may be used, with due care and in the right context, with credit to PACRA. Our reports and ratings constitute opinions, not recommendations to buy or to sell.
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