Description

Complete REIT Regulations framework establishing registration, governance, and operational requirements for Real Estate Investment Trusts in India, as notified on September 26, 2014 with latest amendments effective December 11, 2025.

Summary

The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 were notified in the Official Gazette on September 26, 2014, establishing the complete regulatory framework for REITs in India. These regulations, issued under powers conferred by sections 30, 11, and 12 of the SEBI Act 1992, lay down the framework for registration and regulation of Real Estate Investment Trusts. The document has been amended multiple times, with the latest amendments effective December 11, 2025. This master circular contains Chapter I (Preliminary) which defines key terms and establishes foundational concepts for REIT regulation.

Key Points

  • Official notification: LAD-NRO/GN/2014-15/11/1576 dated September 26, 2014
  • Regulations derive authority from Section 30 read with Sections 11 and 12 of SEBI Act, 1992
  • Effective date: Date of notification in Official Gazette (September 26, 2014)
  • Latest amendments incorporated as of December 11, 2025
  • Establishes definitions for critical terms: Act, associate, Board, body corporate, bonus issue, certificate, and change in control
  • Definition of ‘associate’ amended in 2016 and now references Companies Act 2013 and applicable accounting standards
  • Multiple sub-clauses of ‘associate’ definition were omitted via 2016 amendments (previously clauses v, vi, vii, viii)
  • Definition of ‘change in control’ substantially amended effective April 1, 2023
  • Associates include persons controlled directly/indirectly, controlling persons, promoters, and relatives

Regulatory Changes

2016 Amendments (effective November 30, 2016):

  • Modified definition of ‘associate’ to align with Companies Act 2013 and accounting standards
  • Changed ‘includes’ to ‘shall be as defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include following’
  • Omitted four sub-clauses from associate definition: group companies, companies under same management, related parties to REIT, and companies with 15%+ holding by person/directors

2023 Amendments (effective April 1, 2023):

  • Completely substituted the definition of ‘change in control’ for bodies corporate
  • Previous definition replaced with new framework distinguishing between bodies corporate and other entities

Key Definitions Established:

  • Body corporate: As per section 2(11) of Companies Act 2013
  • Bonus issue: Additional units allotted to unitholders as of record date without cost
  • Certificate: Certificate of registration granted under these regulations

Compliance Requirements

  • All REITs must comply with the complete framework established under these master regulations
  • REITs must ensure compliance with amended definitions of ‘associate’ incorporating Companies Act 2013 standards
  • Entities must apply the updated ‘change in control’ definition effective April 1, 2023
  • Registration requirements subject to certificate issuance under these regulations
  • Associate relationships must be determined based on:
    • Direct or indirect control relationships
    • Promoter designations
    • Common promoter structures
    • Relative relationships (for individuals)
  • REITs must interpret related party transactions and governance requirements using the amended definition framework

Important Dates

  • September 26, 2014: Original notification date and commencement of REIT Regulations
  • November 30, 2016: Effective date of amendments to ‘associate’ definition
  • April 1, 2023: Effective date of amendments to ‘change in control’ definition
  • December 11, 2025: Latest amendment date incorporated in this master circular

Impact Assessment

Market Impact:

  • Establishes comprehensive legal foundation for REIT operations in Indian capital markets
  • Provides regulatory certainty for real estate investment structures
  • Enables structured investment vehicles for real estate sector
  • Multiple amendments reflect evolving regulatory approach aligned with corporate law developments

Operational Impact:

  • REITs must ensure governance structures comply with amended associate definitions
  • Change in control provisions impact merger, acquisition, and restructuring activities
  • Stricter alignment with Companies Act 2013 ensures consistency across corporate and securities regulations
  • Removal of certain associate categories (group companies, same management) in 2016 narrowed the scope of related party considerations
  • Organizations must review existing REIT structures against updated definitions to ensure ongoing compliance

Legal/Compliance Impact:

  • Master regulations serve as primary reference document for all REIT-related compliance
  • Amended definitions require legal review of existing agreements, disclosures, and governance documents
  • Related party transaction frameworks must be updated to reflect current associate definition
  • Control change triggers in agreements may need revision per 2023 amendments

Impact Justification

Comprehensive master regulations governing the entire REIT framework in India, establishing legal foundation for registration, operation, and compliance requirements. Latest amendments dated December 11, 2025 reflect updated definitions for 'associate' and 'change in control' aligned with Companies Act 2013 and accounting standards.