SEBI amends REIT Regulations 2014 to allow issuance of depository receipts, revise sponsor exit norms, and update unitholder voting mechanisms.
SEBI Introduces Depository Receipts in REITs, Overhauls Voting and Exit Rules
In the Second Amendment to the SEBI (Real Estate Investment Trusts) Regulations, 2014, SEBI has introduced significant reforms to increase flexibility and investor protection. Most notable is the authorization for REITs to issue depository receipts (DRs), enabling foreign capital raising and broader international investor participation.
The amendments also revise sponsor exit conditions, tightening lock-in timelines and enhancing disclosure requirements for exiting sponsors. Unitholder voting rules have been updated to improve participation, including provisions for electronic voting and quorum requirements. Additionally, infrastructure project eligibility and asset coverage norms have been recalibrated to reflect current sectoral realities.
These changes are expected to boost the attractiveness of Indian REITs to global investors while ensuring governance standards keep pace with market evolution. Structuring advisory and transaction teams must now factor in DR issuance options and modified exit pathways in REIT planning. The reforms reinforce SEBI’s intent to align REIT frameworks with those governing other capital market instruments.
Citations
- SEBI (Real Estate Investment Trusts) Regulations, 2014, Amendment 2, 2026
