Summary: The Securities and Exchange Board of India (SEBI) has notified the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2026, through Notification No. SEBI/LAD-DOP/2026/328 dated 12 October 2026. The amendments modify the SEBI (Real Estate Investment Trusts) Regulations, 2014, introducing changes concerning the scope of common infrastructure, issuance of depository receipts, unitholder approval requirements and exit arrangements for dissenting unitholders. The regulations come into force on the date of their publication in the Official Gazette.
Under the amended Regulation 2(1)(zi), the words restricting the reference to common infrastructure to composite real estate projects, industrial parks and Special Economic Zones are omitted. A new Regulation 14(12A) permits Depository Receipts to be issued on units of a Real Estate Investment Trust (REIT), subject to compliance with the REIT Regulations and the manner specified by SEBI. Regulation 18(5)(k) is also omitted. These amendments modify the regulatory framework governing REIT investments and introduce an express enabling provision for depository receipts backed by REIT units.
The amendments further revise Regulation 22 concerning unitholder approvals. Under Regulation 22(6A), the requirement for approval from 75% of unitholders by value, excluding related parties, is replaced with a voting threshold requiring votes in favour to constitute at least 75% of the total votes cast, excluding votes cast by parties related to the transaction. A corresponding voting threshold is introduced under Regulation 22(8)(a). Additionally, a new Regulation 22(8)(b)(iv) addresses the exit of a sponsor from a REIT having multiple sponsors. It requires the outgoing sponsor, its sponsor group entities, or a continuing sponsor or its sponsor group entities to provide dissenting unitholders an exit option by purchasing their units in the manner specified by SEBI. These changes are relevant to REIT managers, sponsors, investors and compliance professionals involved in REIT governance and restructuring.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 12th October, 2026
Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2026
No. SEBI/LAD-DOP/2026/328.— In exercise of the powers conferred under Section 30 read with Sections 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, namely: –
1. These regulations may be called the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2026.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, ─
I. in regulation 2, in sub-regulation (1), in clause (zi), the words and symbol “for composite real estate projects, industrial parks and SEZ” appearing after the words “common infrastructure”, shall be omitted.
II. in regulation 14, after sub-regulation (12), the following sub-regulation (12A) shall be inserted, namely, –
“(12A) Depository Receipts may be issued on units of a REIT subject to compliance with these regulations and in such manner as may be specified by the Board.”
III. in regulation 18, in sub-regulation (5), clause (k) shall be omitted.
IV. in regulation 22,
(a) in sub-regulation (6A), the words and symbols “from seventy five per cent. of the unit holders by value excluding the value of units held by parties related to the transaction, is obtained:” shall be substituted with the words and symbols “is obtained from the unitholders, where the votes cast in favour of the resolution shall be at least seventy five per cent. of the total votes cast for the resolution, excluding the votes cast by the parties related to the transaction:”.
(b) in sub-regulation (8),
i. clause (a) shall be substituted with the following, namely, –
“(a) prior to such changes, approval shall be obtained from the unitholders, where the votes cast in favour of the resolution shall be at least seventy five per cent. of the total votes cast for the resolution, excluding the votes cast by the parties related to the transaction;”
ii. in clause (b), after sub-clause (iii), the following sub-clause (iv) shall be inserted, namely, –
“(iv) in case of an exit of a sponsor in a REIT with multiple sponsors, the outgoing sponsor or its sponsor group entities or any of the continuing sponsor or its sponsor group entities shall provide the dissenting unitholders an option to exit by buying their units in the manner specified by the Board.”
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./391/2026-27]
Note: The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide notification No. LAD-NRO/GN/2014-15/11/1576 and was last amended on April 18, 2026 by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2026 vide notification No. SEBI/LAD-NRO/GN/2026/302.
