SEBI has issued the Real Estate Investment Trusts (Third Amendment) Regulations, 2025, introducing important definitional and eligibility changes to strengthen the investment framework for REITs. The amendment inserts a new definition of “institutional investor,” expanding it to include qualified institutional buyers, high-net-worth family trusts, and SEBI-registered intermediaries with net worth above ₹500 crore. It also updates the meaning of “qualified institutional buyer” by aligning it with ICDR Regulations, 2018. Further, the regulation revises the definition of “strategic investor,” widening eligibility to include institutional investors, foreign portfolio investors, and RBI-registered middle, upper, and top-layer NBFCs, along with other entities that SEBI may notify, subject to inter-regulatory consultation. Strategic investors must jointly or individually invest at least 5% of the REIT offer size or another amount specified by SEBI. The amendments aim to broaden the investor base, enhance regulatory clarity, and promote deeper institutional participation in REIT offerings.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 9th December, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (REAL ESTATE INVESTMENT TRUSTS) (THIRD AMENDMENT) REGULATIONS, 2025
No. SEBI/LAD-NRO/GN/2025/287—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) (Third Amendment) Regulations, 2025.
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, ─
(1) In regulation 2, in sub-regulation (1),
(a) after clause (s) and before clause (t), the following clause shall be inserted as clause (sa), namely, – “(sa) “institutional investor” means, –
a. a qualified institutional buyer; or
b. a family trust or an intermediary registered with the Board, having a net worth of more than five hundred crore rupees, as per the latest audited financial statements;”
(b) clause (zg) shall be substituted with the following, namely, –
“(zg) “qualified institutional buyer” shall have the meaning assigned to it under clause (ss) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;”
(c)clause (ztb) shall be substituted with the following, namely, –
“(ztb) “strategic investor” means, –
a. an institutional investor; or
b. a foreign portfolio investor not covered under sub-clause (a); or
c. a middle layer, upper layer and top layer Non-Banking Finance Company registered with the Reserve Bank of India; or
d. such entities as the Board may specify from time to time, who invest, either jointly or severally, not less than five per cent. of the total offer size of the REIT or such amount as may be specified by the Board from time to time, subject to compliance with the applicable provisions, if any, of the Foreign Exchange Management Act, 1999 and the rules or regulations or guidelines made thereunder:
Provided that if the entity is regulated by any financial sector regulator, the Board shall consult such financial sector regulator prior to specifying the entity as a strategic investor under sub-clause (d) of clause (ztb) of sub-regulation (1) of regulation 2;”
BABITHA RAYUDU, Executive Director,
[ADVT.-III/4/Exty./533/2025-26]
Footnotes:
1. 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 No. LAD-NRO/GN/2014/15/11/1576.
2. The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 was subsequently amended by the –
a. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2016, vide No. SEBI/LAD/NRO/GN/2016-17/022, with effect from November 30, 2016.
b. Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, vide No. SEBI/LAD/NRO/GN/2016-17/38, with effect from March 6, 2017.
c. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2017, vide No. SEBI/LAD-NRO/GN/2017-18/022, with effect from December 15, 2017.
d. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, vide No. SEBI/LAD-NRO/GN/2018/06, with effect from April 10, 2018.
e. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2019, vide No. SEBI/LAD-NRO/GN/2019/09, with effect from April 22, 2019.
f. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/06, with effect from March 02, 2020.
g. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/10, with effect from April 17, 2020.
h. Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, videNo. SEBI/LAD-NRO/GN/2020/16 with effect from June 16, 2020.
i. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/28 with effect from July 30, 2021.
j. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30 with effect from August 03, 2021.
k. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/100 with effect from November 9, 2022.
l. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 vide N o. LAD-NRO/GN/2023/123 with effect from February 14, 2023.
m. Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 videNo. SEBI/LAD–NRO/GN/2023/137 with effect from July 4, 2023.
n. Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023 vide No. LAD-NRO/GN/2023/144 with effect from August 16, 2023.
o. Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/146 with effect from August 18, 2023.
p. Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2023 videNo. SEBI/LAD-NRO/GN/2023/160 with effect from October 23, 2023.
q. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/166 with effect from March 8, 2024.
r. Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024 videNo. SEBI/LAD-NRO/GN/2024/193 with effect from July 13, 2024.
s. Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/208 with effect from September 28, 2024.
t. Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 vide notification No. SEBI/LAD-NRO/GN/2025/228 with effect from February 10, 2025.
u. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 vide notification No. SEBI/LAD-NRO/GN/2025/241 with effect from April 22, 2025.
v. Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 vide notification No. SEBI/LAD-NRO/GN/2025/258 with effect from September 3, 2025
