The Securities and Exchange Board of India (SEBI) has issued the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025. These amendments introduce changes to the rules governing Real Estate Investment Trusts (REITs), including a revised definition of “public.” The new definition excludes related parties of the REIT, its sponsor, or manager, but specifies that a qualified institutional buyer will be considered part of the “public.” Sponsors and managers, however, are explicitly excluded.
The amendments also alter the timelines and requirements for valuation reports and financial disclosures. Managers must now submit reports on the status of under-construction properties within a time specified by the board, not necessarily thirty days after the quarter’s end. Furthermore, valuation reports must be submitted to the trustee simultaneously with their submission to stock exchanges. Additionally, the new rules modify the requirements for the distribution of net cash flow from a Holdco, allowing it to adjust a negative distributable cash flow against cash flows from its underlying Special Purpose Vehicles (SPVs) with proper disclosures.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 1st September, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (REAL ESTATE INVESTMENT TRUSTS)
(SECOND AMENDMENT) REGULATIONS, 2025
No. SEBI/LAD-NRO/GN/2025/258 – 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: –
4. These regulations may be called the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025.
5. They shall come into force on the date of their publication in the Official Gazette.
6. In the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, ─ (1) in regulation 2, in sub-regulation (1), clause (ze) shall be substituted with the following, namely,
“(ze) “public” means any person other than:
(i) the related party of the REIT, its sponsor, or manager; or
(ii) any other person as may be specified by the Board:
Provided that a person specified above, who is also a qualified institutional buyer in an offer, shall be considered as “public” for the purpose of these regulations:
Provided further that the sponsor, sponsor group and manager of the REIT shall not be considered as “public” for the purpose of these regulations.”
(2) in regulation 10, in sub-regulation (18),
(a) in clause (a), after the words “status of development of under-construction properties, within”, the words “thirty days of end of such quarter” shall be substituted with the words “such time as may be specified by the Board for submission of quarterly financial results”;
(b) in clause (b),
(i) the words “as required under these regulations” shall be omitted;
(ii) after the words “from the valuer”, the symbol “;” shall be substituted with the symbol “:”;
(c) after clause (b), following proviso shall be inserted, namely, –
“Provided that the valuation reports specified under sub-regulation (4) and sub-regulation (5) of regulation 21 of these regulations shall be submitted to the trustee simultaneously at the time of submission of such reports to the stock exchange(s) under regulation 21.”;
(3) in regulation 14,
(a) after sub-regulation (2A),
(i) the first proviso shall be omitted;
(ii) in the second proviso, after the word “provided” and before the words “that any listed REIT which has”, the word “further” shall be omitted;
(4) in regulation 18, in sub-regulation (16), in clause (aa),
(a) in sub-clause (i), after the words “shall be distributed to the REIT”, the word and symbol “; and” shall be substituted with the symbol “:”;
(b) after sub-clause (i), the following proviso shall be inserted, namely, –
“Provided that if the net distributable cash flow generated by the holdco on its own is negative; the holdco may adjust it against the cash flows received from its underlying SPVs provided that it makes appropriate disclosures in this regard to the unitholders in such form and manner as may be specified by the Board.”;
(5) in regulation 21,
(a) after sub-regulation (4), the proviso shall be substituted with the following, namely, –
“Provided that such full valuation shall be conducted as at the end of the financial year ending March 31st and the valuation report shall be submitted by the manager to the designated stock exchange(s) along with the annual financial results.”;
(b) in sub-regulation (5),
(i) after the words “conducted by the valuer” and before the words “the half-year ending September”, the word “for” shall be substituted with the words “as at the end of”;
(ii) the words “prepared within forty five days from the date of end of such half year” shall be substituted with the words “submitted by the manager to the designated stock exchange(s) along with the quarterly financial results for the quarter ending September 30th.”;
(c) in sub-regulation (6),
(i) after the words “receipt of such valuation reports”, the symbol “.” shall be substituted with the symbol “:”;
(ii) after the words “to the designated stock exchange” and before the words “within fifteen days from”, the words “and unit holders” may be omitted;
(d) after sub-regulation (6), the following proviso shall be inserted, namely, –
“Provided that the valuation reports specified in sub-regulation (4) and sub-regulation (5) of regulation 21 shall be submitted within the timelines as specified in these sub-regulations.”;
(e) in sub-regulation (11), after the words “same to the trustee” and before the words “the Designated Stock Exchange”, the word and symbol “, investor” may be omitted.
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./334/2025-26]
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.
d) 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.
e) 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.
f) Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/16with effect from June 16, 2020.
g) Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/28with effect from July 30, 2021.
h) 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.
i) 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.
j) Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 vide o. LAD-NRO/GN/2023/123 with effect from February 14, 2023.
k) Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD–NRO/GN/2023/137 with effect from July 4, 2023.
l) Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023 videNo. LAD-NRO/GN/2023/144with effect from August 16, 2023.
m) 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.
n) Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/160with effect from October 23, 2023.
o) Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2024 videNo. SEBI/LAD-NRO/GN/2024/166 with effect from March 8, 2024.
p) Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/193 with effect from July 13, 2024.
q) 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.
r) Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 vide notification F No. SEBI/LAD-NRO/GN/2025/228 with effect from February 10, 2025.
s) Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 vide notification F No. SEBI/LAD-NRO/GN/2025/241 with effect from April 22, 2025.
