Rental REIT Fund Rating Assessment Framework

The Pakistan Credit Rating Agency
Rental Real Estate Investment
Trust (REIT) Fund Rating
Assessment Framework
Table of Contents
Introduction.......................................................... 2
Profile ................................................................... 4
Economy and Industry Risk.................................. 4
Asset Quality ........................................................ 5
Financial Risk ....................................................... 7
Management Review............................................ 7
Summary
This methodology outlines PACRA’s approach to assigning Rental REIT Fund Rating, an independent opinion on the capacity of a Rental REIT Fund to maintain stable rental income, and risk factors impacting value of REIT assets over the foreseeable future. It is important to understand that Rental REIT Fund Rating differs fundamentally from the traditional credit rating, which reflects an entity/issuer’s ability to meet its financial obligations. PACRA’s opinion is based on evaluation of the following factors: i) Profile, ii) Economic and Industry Risk, iii) Asset Quality, iv) Financial Risk, and v) Management Review. 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.

Rental REIT Fund 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. 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 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

• Direct Investment Structure: REIT Scheme directly invests in the REIT project.
• Special Purpose Vehicle (SPV) Structure: REIT Scheme invests in SPV for execution of REIT Project. Following
  conditions should be met:
  i. With the consent of Trustee, RMC shall appoint SPV through SPV Management Services Agreement to set the
  term.
  ii. If there is any change in structure of REIT, RMC shall get approval of Unit Holders through Special Resolution.
  iii. REIT Scheme shall own at least 75% share capital of SPV.
  iv. No change can be made in SPV Management Services Agreement without consent of Trustee and a prior
  notice of at least seven days to Unit Holders.
  Types of REITs
  The REIT industry has two distinct elements: REIT Management Company (RMC) and REIT schemes. REIT schemes can be structured as three different models – Rental, Developmental or Hybrid REIT schemes. These are briefly described below:
• RMC: a public limited company licensed to undertake REIT management services.
• Rental REIT schemes: established with the objective of making investment in industrial, commercial or
  residential real estate for generating rental income.
• Developmental REIT schemes: established with the objective of development, construction, refurbishment,
  rehabilitation, management and/or operation of real estate for industrial, commercial, residential purpose or a combination of these.
• Hybrid REIT schemes: comprising developmental component as well as rental component.
  Scope
  PACRA has developed separate methodologies to capture the distinct rating considerations attached to these elements of the REIT industry, depicted in the following diagram. This methodology outlines PACRA’s rating considerations for Rental REIT Funds.

Page | 3 October 2025
Rental REIT Fund 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 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 non￾PPP REIT scheme must be listed on the PSX within three years after its first financial close while in case of PPP REITs, it should be listed no later than after 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 case of single strategic investor 25% Units In 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 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 Rental REIT Fund Rating Framework PACRA follows a comprehensive framework when assigning Rental REIT Fund Rating, comprising both qualitative and quantitative analyses. The factors considered during evaluation include: i) Profile, ii) Economic and Industry Risk, iii) Asset Quality, iv) Financial Risk, and v) Management Review. PACRA attempts to analyze a REIT not only on a standalone basis but also in the relative universe, where applicable. Rating Scale Rental REIT Fund Rating scale ranges from AAA (rr) (indicating fund having exceptionally strong capacity to maintain stable rental income and risk factors impacting value of REIT assets are negligible over the foreseeable future) to B (rr) (indicating fund having weak capacity to maintain stable rental income and risk factors impacting value of REIT assets are very high). The scale is appended with “+” and “-” signs to denote the relative status within each category except “AAA (rr)” and B (rr)”.

Page | 4 October 2025
Rental REIT Fund Rating
Assessment Framework
Profile
Portfolio Mix
Rental REITs hold completed, rent-generating assets in industrial, commercial or residential real estate segments. PACRA looks at composition of the REIT fund’s portfolio and degree of diversification in terms of the number of properties and underlying real estate segments. A fund with a single underlying property or multiple properties within a single real estate segment would generally be considered riskier due to higher risk of disruption. This does not entail that a fund specializing in a certain real estate segment would necessarily be at a disadvantage, nor does it imply that simply having a higher number of properties would assure greater stability in rental income and appreciation in asset value. In case of multiple properties, PACRA assesses diversification at segment and geographic level. Meanwhile, individual asset quality of each property is assessed as per the criteria outlined in Section 3 of this methodology and factored accordingly into the rating opinion. Economy and Industry Risk Economic Overview The real estate industry is strongly correlated with overall economic conditions. Macroeconomic indicators like GDP, manufacturing activity, interest rate environment and Government policies exhibit a strong correlation with the real estate demand and, in turn, prices. It is also viewed by investors as a viable investment venue. In a growing economy, with low interest rates, capital availability becomes high, resulting in higher purchasing power that creates interest for investors. Therefore, more commercial real estate projects are likely to be initiated. Interest rates can have a dual impact. In addition to capital access, high interest rates may end up negatively impacting demand for REITs as investors opt for safer investment options such as bank deposits or government securities. Meanwhile, population demographics, urbanization rate and political stability are other important factors when analyzing real estate trends. Budgetary allocation by the government for infrastructure development also plays an important role in the development and growth of the industry as investors are attracted and encouraged to invest through various schemes and incentives. Conversely, in times of low economic growth, REIT returns may suffer as property prices stagnate and the market becomes illiquid. The rental portion may also get impacted due to likelihood of low occupancy and inability to increase or recover full rental payments. In such conditions, negotiating power of property owners over tenants is also likely to be compromised. PACRA closely monitors economic conditions for indicators of negative movement in the economy and factors the same in its rating assessment. Industry Dynamics PACRA analyzes the real estate industry in context of the local economy and regulatory environment. REITs are a relatively new entrant in Pakistan’s financial market. However, progressive regulatory reforms in recent years have encouraged several new entrants. At the
time of this document’s publication, 28 RMCs have obtained licenses to provide REIT management services. These numbers reflect the addition of 6 RMCs in the past year, as REITs remain a tax friendly investment avenue, given 90% of its profits are distributed.

Page | 5 October 2025
Rental REIT Fund Rating
Assessment Framework
The COVID-19 pandemic had a negative impact on commercial properties, especially retail and office buildings. With lower footfall and consumer shift to online shopping and work from home protocols, several malls and commercial buildings faced pressure on tenancy and had to restructure rental agreements. Governments’ focus on the real estate and construction sector, including several incentives packages for the construction industry, ignited strong growth in FY20 and FY21. However, the present high-interest rate environment, spiraling inflation and policy uncertainty, due to prevailing political situation, has created uncertainty for the sector impacting demand as investors turn to lower-risk avenues. On the supply side, hikes in land, energy, transportation and high cost of construction has significantly increased the cost of doing business for developers. The slowdown is reflected in declining construction material sales and launch of new projects. PACRA monitors prevailing economic, regulatory and industry trends and duly incorporates it in its opinion. Asset Quality Market Position Market position is determined with the perspective of consumer interest for a particular property and is driven by a variety of factors including property type, location, infrastructure dynamics and physical state. Market position ultimately drives the occupancy/salability of a property across changing market dynamics and economic shocks.

• Type of Property: Different types of properties exhibit varying degrees of business risk. PACRA expects demand
  for shopping malls and hotels to be highly sensitive to economic cycles while demand for schools, hospitals, residential and office space, is expected to remain more stable even in an economic downturn, hence providing more comfort to the rating. PACRA recognizes that such relationships may not always hold or be as straightforward. For example, demand for industrial properties like factories and manufacturing plants may show a mixed trend, depending on the demand-supply dynamics of the particular industry and its sensitivity to economic conditions. Invesors and customers are becoming increasingly conscious about Environmental, Social and Governance (ESG) risks pertaining to Real Estate sector and projects. E&S risk become more important for rental REIT perspective as preference for “Green” buildings is gaining traction. These could impact the demand and eventual returns of the project. PACRA considers these risks in its evaluation to assess their impact on the final rating.
• Geographic Location: Strategically located properties with close proximity to residential and commercial areas
  are viewed positively. PACRA analyzes the ongoing and planned development in the area to form a view on demand prospects. Presence of substitute properties or threat of new entrants can impact market position.
• Infrastructural Dynamics: Connectivity to well-developed transportation networks for accessibility and
  availability of utilities (power, gas, water etc.) and parking space is considered favorable.
• Physical State: Forming an opinion on the quality of construction and physical condition of a developing property
  may be a challenge. However, once it is complete, PACRA assesses its age, physical state, amenities and maintenance on an ongoing basis to estimate its useful life and prospects for income generation through renting and/or ultimate sale. Tenancy Risk Once a property has been developed, a Hybrid REIT scheme may choose to rent out a portion or all of it. In such cases, it is crucial for PACRA to assess the underlying tenancy agreements, vacancy rates, and profile and diversity of tenant base.

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Rental REIT Fund Rating
Assessment Framework

• Tenancy Agreements: Longer term tenancy agreements, with prescribed rental increment clauses are viewed
  favorably since they mitigate the risk of unexpected vacancies and provide stable cashflows. PACRA examines average tenure of the agreements, expiry and opt out clauses, and backup plans if a major tenant leaves unexpectedly.
• Vacancy Rates: Higher vacancy rates relative to the industry can be an important indicator of challenges in
  property management or marketing. PACRA opines whether this is a temporary or one-off occurrence or whether a trend is developing.
• Tenant Base: Concentration of revenue among top 5 and top 10 tenants is considered. Less than 10% exposure
  to the top tenant is considered desirable. High-profile tenants, evergreen tenants or tenants with good credit ratings generally offer more comfort to the rating due to their financial strength and payment ability. Legal Risk PACRA evaluates the protocols in place for evaluation of legal risk as legal disputes pertaining to property can potentially cause huge losses or even lead to closure of projects or suspension of income. PACRA expects due diligence to be conducted pertaining to the legal status of the property, ensuring the property is clear from any lien mark or, stay orders against the transfer of the legal title, availability of complete documentation and approvals obtained from relevant authorities for real estate development. Third-Party Service Provider Risk An RMC may outsource certain functions related to third parties through Service Level Agreements (SLAs). PACRA considers the quality and terms of engagement for these parties while control mechanisms to monitor their performance and comprehensiveness of related contingency planning are also evaluated. This is important to prevent potential disruption in operations due to negligence or underperformance by service providers, which can impact the completion and quality of the property. Some key parties which are scrutinized during this analysis include: Valuer, Development Advisor/Property Manager and External Auditor.
• Valuer: The Valuer is appointed with by the RMC (with consent of Trustee) for valuation of REIT assets. PACRA
  assesses the independence of the Valuer, its listing position on the panel of valuers maintained by Pakistan Banks’ Association (PBA), and experience in the field since the valuation of the property is a key determinant of ultimate sale and returns to investors.
• Development Advisor/Property Manager: For Developmental REITs, a development advisor is appointed by the
  RMC for planning, design, costing, scheduling, contract preparation, coordination and supervision. Meanwhile, a Property Manager may be appointed for Hybrid REITs for managing and maintaining the rental component. Experience, track record and market reputation of the designated personnel/entities is considered to determine their ability to ensure timely completion, maintenance and upkeep of the property. PACRA reviews the degree of oversight and supervision along with related MIS shared. Similarly, project management software and tools deployed and Standard Operating Procedures (SOPs) followed are examined.
• REIT Auditor: Assessing the quality of the REIT auditor is crucial to establish the integrity of its financial
  statements and reporting. PACRA reviews whether the external auditor is on the panel of approved auditors maintained by the State Bank of Pakistan and/or has a satisfactory QCR rating to form its opinion. Event Risk Incorporating the risk of unforeseen events that can cause a disaster into a rating opinion is challenging, given their unpredictable nature. However, their potential impact makes them a consideration. These events may be external

Page | 7 October 2025
Rental REIT Fund Rating
Assessment Framework
(economic changes, regulatory changes, litigations, or natural disasters such as earthquakes, landslides or flooding) or internally driven (unrelated diversification or strategic restructuring) and can lead to sudden and material shocks to rental income. PACRA evaluates any third-party guarantees or insurance arrangements in place to mitigate such risks. PACRA also applies its analytical judgment in assessing the likelihood of such occurrences and potential impact, insofar as may be possible, and assesses the REIT fund’s track record, expertise of RMC and level of financial discipline to incorporate the same into its ratings. Financial Risk Cash Flows Properties with a strong market position (in terms of location, amenities, and physical state) and financially strong, diversified tenant profiles are likely to generate more stable cash flows. Longer tenure of rent agreements and regular rent renewal clauses also favorably impact stability of cash flows. Given the liquidity constraints posed by high dividend distribution requirement to maintain tax free status, it is crucial for PACRA to assess the REIT’s ability to raise cash, internally or through a strategic investor. Special consideration is given to the existence of liquid assets, available borrowing lines, and access to capital markets to sustain ongoing operations. This includes proper maintenance and upkeep of the properties, related services and amenities, and to cover unexpected costs (e.g., financial penalties or fines from legal authorities or third parties). The quality and market position of properties in the REIT’s portfolio factor are key determinants of occupancy and, hence, affect rental income and value of REIT assets. Coverages Key cash flow measures used by PACRA include a REIT’s Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO). AFFO accounts for the impact of ongoing maintenance expenses, capital expenditure and any rent increases and advances received from tenants. PACRA analyzes the adequacy of coverage provided by cash flows to outstanding costs, including debt principal and interest payments Capital Structure PACRA considers capital structure to determine a REIT’s reliance on external financing. While there is no absolute ceiling for borrowing stipulated by the Regulations, from a rating perspective, REITs with conservative leveraging are viewed favorably. This is because higher borrowing and debt repayment leads to strained cash resources which impacts the REIT’s ability to adapt to changing economic conditions or sustain shocks in business. Ultimately, financial flexibility becomes limited as do returns to investors due to pressure on performance and profits. Management Review The ability of a REIT scheme to meet its investment objectives and adhere to stated policies depends on the RMC’s expertise and quality of support systems. Therefore, an assessment of the RMC’s qualification, experience, capabilities and track record are an integral part of the
rating process. The assessment of management quality may also provide a basis of how the scheme might respond to future opportunities or stress situations under different market conditions. RMC Rating

Page | 8 October 2025
Rental REIT Fund Rating
Assessment Framework
Opinion on quality of the RMC is directly derived from the RMC Rating, the criteria for which is detailed in PACRA’s REIT Manager Rating methodology. During the evaluation process, PACRA reviews the policies and procedures developed by the management to meet its investment objectives and assesses the efficacy of the investment management process, supporting organizational structure, internal controls, risk management, and reporting systems. Analysis of arrangements with and quality of third-party services providers is conducted. Adequacy of the resources and appropriate segregation of duties to prevent conflict of interest is considered positively. Further, the profile of the RMC management team is assessed in terms of relevant experience and track record. A key measure of management effectiveness is its track record of delivering on past projections and sticking to strategies defined in its business plan. Investment process and quality of underlying research are also key considerations. To determine the REIT fund’s level of risk tolerance and confirming harmony in fund’s stated objectives and the REIT manager’s investment philosophy in future course of action, discussions with the RMC regarding investment strategy and outlook on business and industry are held. The framework deployed to ensure compliance with regulatory requirements and its actual effectiveness would likewise be an important consideration.

Rental REIT Fund Rating
Scale
Rental REIT Fund Rating
Opinion on the relative capacity of a Rental REIT fund to maintain stable rental income and risk factors impacting value of REIT assets. Scale Long-Term Rating AAA (rr) Exceptionally strong capacity to maintain stable rental income. Risk factors impacting value of REIT assets are considered negligible over the foreseeable future. AA+ (rr) AA (rr) AA- (rr) Very strong capacity to maintain stable rental income. Risk factors impacting value of REIT assets are modest over the foreseeable future. A+ (rr) A (rr) A- (rr) Strong capacity to maintain stable rental income. Risk factors impacting value of REIT assets are modest over the foreseeable future. BBB+ (rr) BBB (rr) BBB- (rr) Adequate capacity to maintain stable rental income. Risk factors impacting value of REIT assets are modest over the foreseeable future. BB+ (rr) BB (rr) BB- (rr) Inadequate capacity to maintain stable rental income. Risk factors impacting value of REIT assets are high. B (rr) Weak capacity to maintain stable rental income. Risk factors impacting value of REIT assets are very high. 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.