A unitholder has approached SEBI alleging Embassy Office Parks REIT repeatedly failed to disclose criminal proceedings against its sponsor and promoters. The complaint questions the oversight of trustee Axis Trustee Services and seeks regulatory action.
Unitholder Alleges Disclosure Lapses in SEBI Complaint
A unitholder of Embassy Office Parks REIT has approached the Securities and Exchange Board of India (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 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.
Embassy Group Rejects Allegations as 'Baseless'
Embassy Group 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 It added that another petition was withdrawn unconditionally, while the Supreme Court dismissed the remaining appeal at the admission stage.
Specific Allegations of Inaccurate Disclosures
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 has 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.
Oversight of Trustee and Company Secretary Questioned
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 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 Cites 'Sustained Campaign' in Defence
Embassy Group, meanwhile, 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.
Calling 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.
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