Mumbai; September 2026: The Securities and Exchange Board of India (SEBI) has assured the Bombay High Court that its examination of complaints concerning the “fit and proper” status of persons associated with Embassy Office Parks REIT was
completed after the regulatory framework was amended in April 2026, and that the material available did not warrant disqualification under the amended provisions.
Earlier, last month on 21st (August 2026) a unitholder of Embassy Office Parks REIT have approached SEBI, alleging repeated and delayed disclosure of criminal proceedings involving the REIT's sponsor and its promoters, while also questioning the role of its trustee, Axis Trustee Services Ltd, in overseeing the disclosures. The representation, dated August 17, 2026, was filed on behalf of unitholder Suresh Tibrewal through Sigma Chambers, Advocates and Solicitors. It seeks regulatory and criminal action against Embassy REIT, its manager and trustee, alleging that material information
concerning criminal proceedings involving Embassy Property Developments Pvt Ltd (EPDPL), the sponsor of Embassy REIT, and its promoters Jitendra Mohandas Virwani and Karan Jitendra Virwani was either not disclosed in time or was inaccurately disclosed.
According to the representation, Embassy REIT had raised approximately Rs 14,750 crore through private placements of non-convertible debentures and commercial paper in 2023, 2024 and 2025. The
unitholder has alleged that material information concerning pending criminal proceedings was not
adequately reflected in documents issued to investors. It is Embassy Group who has strongly rejected the allegations, describing the latest representation as a "recycled and legally untenable attempt" by persons it alleged were acting at the behest of Sterling & Wilson to target and discredit Embassy Group and its promoters. The group termed the allegations baseless and said the representation was part of a broader campaign against it.
The group said substantially similar allegations involving Embassy-associated businesses had already been considered by judicial forums. Referring to the WeWork India matter before the Bombay High Court, Embassy said petitions had been dismissed, costs were imposed in one matter and the court had questioned the bona fides of the petitioners. It added that another petition was withdrawn unconditionally, while the Supreme Court dismissed the remaining appeal at the admission stage.
A key issue raised by the unitholder relates to a CBI case in Hyderabad. The representation states that a criminal petition filed by EPDPL and Jitendra Virwani, under which an interim stay had earlier been granted, was withdrawn on January 7, 2022, resulting in the stay being vacated.
According to the unitholder, Embassy REIT nevertheless continued to state in its half-yearly and annual reports for several years that the interim stay was operating. The representation says the position was subsequently corrected in the Annual Report for 2025, after a gap of about four years. The representation further alleges that similar disclosures were repeated in General Information Documents (GIDs) issued in 2023, 2024 and 2025, despite the earlier withdrawal of the criminal petition. It also
points to what it describes as inconsistencies between statements that there were no pending proceedings against the issuer for economic offences and references to pending CBI and Enforcement Directorate proceedings concerning the same underlying matter.
The unitholder had alleged that these disclosures violated obligations under the SEBI (Real Estate
Investment Trusts) Regulations, 2014 and the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021. The representation has specifically questioned the role of Axis Trustee Services Ltd, the trustee of Embassy REIT, alleging that it failed to exercise adequate independent oversight and did not ensure timely correction of the alleged disclosure discrepancies. It has sought details of the basis on which the trustee concluded that Jitendra Virwani and Karan Jitendra Virwani continued to meet
the regulatory "fit and proper person" criteria. The unitholder has also referred to a SEBI order dated
April 29, 2026, under which Axis Trustee was fined Rs 10 lakh in a matter concerning the fit-and-proper assessment relating to former Embassy REIT CEO Arvind Maiya.
According to the representation, SEBI had emphasised in that matter that a trustee has an active and
continuing duty to ensure timely disclosures and that its oversight responsibility is not merely reactive.
The representation has additionally sought scrutiny of the practising company secretary who had certified the Annual Secretarial Compliance Reports for 2023, 2024 and 2025 and recorded no compliance deviations. It questions how such certifications were made despite the alleged disclosure lapses. Embassy Group, meanwhile, had said the latest representation sought to repackage substantially similar allegations as a fresh regulatory grievance despite earlier judicial proceedings and recent changes to SEBI's framework governing "fit and proper" criteria.
The group also said proceedings before the Bombay High Court concerning the underlying issues had not resulted in any adverse finding against Embassy. It claimed that SEBI's counsel had indicated before the court that the regulator's findings were likely to go against the petitioners. Citing the matter, a "sustained and coordinated campaign", Embassy alleged that repeated complaints, litigation and media outreach were being used to target the group and damage its reputation. "We regard this pattern as a clear abuse of process and a deliberate campaign of harassment and coercion", the group said. Embassy also defended the governance record of Embassy REIT, saying it had consistently delivered on governance, transparency and performance since its listing. The group further referred to a recent Sterling & Wilson shareholder meeting, where it said the company sought a waiver concerning recovery of excess remuneration paid to its manager, and questioned the governance standards being raised by Sterling & Wilson in relation to Embassy. The allegations in the SEBI representation are claims made by the unitholder and have not been adjudicated by the regulator. Embassy Group has denied the allegations and disputed the characterisation of the representation as an independent unitholder grievance.
However, today (Wednesday – 30th September 2026)’s SEBI’s affidavit does not specifically record
whether Jitendra Virwani and Karan Virwani were considered disqualified under the earlier regulatory
framework between November 17, 2021, when the rule based “fit and proper” criteria came into force, and April 16, 2026, when the relevant provisions were amended, despite the affidavit referring to criminal proceedings involving them during this period. The affidavit was filed in two connected petitions by Chayan Upadhyay and Shashank Garg, after the Bombay High Court had directed SEBI to place on record its decision on representations made by the petitioners.
SEBI said its examination was completed after the April 16, 2026 amendment to Schedule II of the SEBI (Intermediaries) Regulations, 2008. The amendment omitted clauses 3(b)(i) and 3(b)(ii), provisions which had been relied upon by the petitioners in raising their objections. The petitions concern allegations relating to the “fit and proper” status of the sponsor, its directors and certain
disclosure issues involving Embassy REIT. SEBI said the amended framework does not treat the mere pendency of a chargesheet or prosecution complaint as an automatic ground for holding a person not “fit and proper”. SEBI further maintained that the amendment was a general regulatory measure and was not introduced specifically in relation to Embassy REIT or its sponsor.
According to SEBI, the changes followed a public consultation and regulatory deliberations, during which 63 comments were received, with 45 agreeing with the proposal. SEBI said it examined the complaints with reference to the regulatory framework applicable when its examination was completed. It also denied that the 2026 amendment was “occasioned by, or tailored to” the Embassy REIT matter.
The affidavit states that SEBI had sought details of the criminal proceedings from the Enforcement Directorate through an email dated September 30, 2025. The ED provided the relevant material on February 16, 2026, including its prosecution complaint relating to proceedings under the Prevention of Money Laundering Act (PMLA).
After examining the material, SEBI said the pendency of a CBI chargesheet dated November 21, 2014, the ED prosecution complaint and an Economic Offences Wing chargesheet dated November 7, 2024 could not, by themselves, establish a lack of integrity. It noted that none of the proceedings had resulted in a conviction. SEBI, however, acknowledged a disclosure lapse concerning the EOW chargesheet. It said that although the existence of the chargesheet had been disclosed in Embassy REIT’s financial statements, the disclosure did not specifically name Jitendra Virwani and Karan Virwani. According to SEBI, the Manager subsequently issued a corrective announcement naming them after the regulator raised the issue.
SEBI said it consequently issued advisory letters on July 29, 2026 to the Manager and Trustee of Embassy REIT. The letters required compliance with applicable disclosure obligations, while reserving SEBI’s right to take further action in accordance with law in case of any recurrence or other violation.
On other disclosure allegations, SEBI said its examination found that Embassy REIT had periodically
disclosed that Jitendra Virwani and Karan Virwani were named as respondents in the ED proceedings. It said no further action was warranted on that issue. SEBI has also opposed the petitioners’ request for disclosure of its internal regulatory records, including notes, correspondence, reports and deliberations. The regulator maintained that complainants or informants do not acquire a right to inspect such internal material.
The Bombay High Court had earlier directed SEBI and other respondents to file their replies by August 27, 2026, following which the petitions were to be considered along with the petitioners’ rejoinders.
Team Maverick.
