THE GAZETTE OF INDIA EXTRAORDINARY PART – – III – – SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, SEPTEMBER 26, 2014 SECURITIES AND EXCHANGE B

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THE GAZETTE OF INDIA EXTRAORDINARY PART – – III – – SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, SEPTEMBER 26, 2014 SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 26th of September, 2014 SECURITIES AND EXCHANGE BOARD OF INDIA (REAL ESTATE INVESTMENT TRUSTS) REGULATIONS, 2014 No. LAD -NRO/GN/2014 -15/11/1576 -In exercise of the powers conferred by section 30 read with section 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), laying down a framework for Real Estate Investment Trusts and registration and regulation thereof, the Securities and Exchange Board of India hereby, makes the following regulations, namely, — CHAPTER I PRELIMINARY Short title and commencement. 1. (1) These regulations may be called the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014. (2) They shall come into force on the date of their notification in the Official Gazette. Definitions. 2. (1) In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly,– (a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) " associate" of any person 1 [shall be as defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include following] , - (i) any person controlled, directly or indirectly, by the said person; 1 Substituted for "includes" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 (ii) any person who controls, directly or indirectly, the said person; (iii) where the said person is a company or a body corporate, any person(s) who is designated as promoter(s) of the company or 

Rule TOC

1 · (1) These regulations may be called the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014.

2 · (1) In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly,–

1 · Substituted for "includes" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

2 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub -clause (v) read as under :

3 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub -clause (vi) read as under :

4 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub -clause (vii) read as under :

5 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub -clause (viii) read as under :

6 · Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 w.e.f. 01.04.2023. Prior to substitution it read as follows:

7 · [(ga) "common infrastructure" includes facilities or amenities such as power plants, district or retail heating and cooling systems, water treatment or processing plants, waste treatment or processing plants and any facilities or amenities incidental to real estate business which exclusively supply or cater to, or are exclusively consumed by the REIT, its HoldCo(s) or SPV(s), irrespective of whether such facilities or amenities are co-located within any project of REIT or not:

7 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025, w.e.f 23.04.2025.

9 · [(la) " employee unit option scheme " means a scheme under which the manager grants unit options to its employees through an employee benefit trust. Explanation. - For the above purpose, employees of the manager shall include all

8 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.

9 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024, w.e.f. 13.07.2024.

10 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (o) read as under :

11 · [(pa) "general purposes" include such identified purposes for which no specific amount is allocated or any amount so specified towards general purpose or any such purpose by whatever name called, in the offer document filed with the Board:

12 · [(qa) "group entities of the Manager" means:

13 · [ 14 [(qai)] "holdco" or "holding company" shall mean a company or LLP.,-

17 · [(qaa) "inducted sponsor" means any person who has been inducted as a sponsor in accordance with sub -regulation (8) of regulation 22;]

11 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.

12 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

13 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.

14 · Clause (qa) renumbered as clause (qai) by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

15 · Words "controlling interest and" omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

16 · Word "one" omitted ibid.

17 · Inserted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020.

18 · [ 19 [(qb)] "Independent director" in case of a company means a director, other than a nominee director of the Manager: -

18 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 w.e.f. 01.04.2023.

19 · Clause (qai) renumbered as clause (qb) by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

20 · [(qc)] "initial offer" means the first offer of units of an REIT to the public for subscription and includes an offer for sale of REIT units by an existing unit holder to the public;]

22 · [(sa) "institutional investor" means, –

20 · Clause (qb) renumbered as clause (qc) by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

21 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (r) read as under :

22 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2025, w.e.f 11.12.2025 .

23 · [(ta) "liquid asset" means cash, 24 [units of overnight mutual fund schemes, units of liquid mutual fund schemes where credit risk value is at least 12 and which falls under the Class A -I in the potential risk class matrix as specified by the Board], fixed deposits of scheduled commercial banks, government securities, treasury bills, repo on government securities and repo on corporate bonds.]

23 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024, w.e.f. 13.07.2024.

24 · Substituted for "units of overnight or liquid mutual fund schemes" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

25 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

26 · Substituted for "from the public" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

27 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

29 · Substituted for "re -designated" by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020.

30 · [(ze) "public" means any person other than:

31 · [(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];

30 · Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025. Prior to substitution, it read as "(ze) "public" for the purposes of offer and listing of units means any person other than related party of the REIT or any other person as may be specified by the Board:

31 · Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2025, w.e.f 11.12.2025. Prior to substitution, clause (zg) read as:

33 · [Notwithstanding the above, following captured within the abovementioned definition of infrastructure shall be considered under "real estate" or "property",-

32 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

33 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

34 · Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. Prior to the substitution, the definition read as follows:

16 · 06.2020. Prior to its omission, sub -clause (zl) read as under :

36 · Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2024 w.e.f. 08.03.2024. Prior to substitution, the definition read as follows:

44 · [(zra) "Self-Sponsored Manager" means the Manager of a REIT who has dual responsibilities of both the Manager as well as the sponsor;]

45 · [ 46 [(zrb)] "Senior Management" means officers or personnel of the Manager who are members of its core management team excluding the Board of Directors and shall also

37 · Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. Prior to the substitution, the definition read as follows:

38 · Substituted for ""related party to the REIT" shall include:" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

39 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub -clause (ii) read as under :

40 · Omitted "associates,", by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.

41 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

42 · The word "sponsors" was omitted ibid.

43 · Omitted"and (ii)", by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.

44 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

45 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 w.e.f. 01.04.2023.

46 · Clause (zra) renumbered as clause (zrb) by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

52 · ["(zta) "sponsor group" – includes:

53 · [(ztb) "strategic investor" means, -

47 · Substituted for "the REIT" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

48 · Words "controlling interest and" omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

49 · Word "one" omitted ibid.

50 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

51 · Inserted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020

52 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

53 · Substituted by the SEBI (Real Estate Investment Trusts) (Third Amendment) Regulations, 2025, w.e.f. 11.12.2025. Prior to the substitution, clause (ztb) [as inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017] read as:

54 · ["(zz) "valuer" means any person who is a "registered valuer" under section 247 of the Companies Act, 2013 or as specified by the Board from time to time.]

54 · Substituted by the SEBI (Real Estate (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017. Prior to the substitution, the definition of the term "valuer" read as follows:

54 · ["(a) a valuer in respect of financial valuation, means,-

55 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (zza) read as under :

3 · (1) No person shall act as a REIT unless it is registered with the Board under these regulations.

4 · (1) For the purpose of the grant of certificate to 58 [the trust], the Board shall consider all matters relevant to the activities as a REIT.

56 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

57 · Substituted for "applicant" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

58 · Substituted ibid for "an applicant".

59 · Substituted for "a" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

61 · [(ia) each sponsor and sponsor group shall be clearly identified in the application of registration to the Board and in the offer document/placement memorandum, as applicable:

62 · [Provided further that, of the entities categorized as sponsor group, only the following entities may be considered:

60 · Substituted for "there are not more than three sponsors each holding or proposing" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

61 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

62 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

65 · [Provided that if by a vacancy in the office of an independent director of the manager, the manager becomes non-compliant with the requirement, such vacancy shall be filled by the manager as follows-

63 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

64 · Substituted for the symbol ";" and the word "and" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

65 · Inserted, ibid .

68 · [Notwithstanding the above, subordinate units may be issued only to the sponsors and its associates, where such subordinate units shall carry only inferior voting or any other rights compared to other units 69 [:]]

70 · [Provided that unitholders holding not less than ten percent of the total outstanding units of the REIT, either individually or collectively, shall be entitled to nominate one director on the board of directors of the Manager, in the manner as may be specified by the Board:

66 · Substituted for "preferential" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

67 · Substituted for ";" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

68 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

69 · Substituted for the symbol ";" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023 .

70 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023 .

71 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (h) read as under :

72 · Substituted for "applicant" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

5 · (1) The Board may require the applicant to furnish any such information or clarification as may be required by it for the purpose of processing of the application.

6 · (1) The Board on being satisfied that the 75 [trust] fulfils, the requirements specified in r egulation 4 shall send intimation to the [trust] and on receipt of the payment of registration fees as specified in Schedule II, grant certificate of registration in Form B under Schedule I. (2) The registration may be granted with such conditions as may be deemed appropriate by the Board.

7 · The certificate granted under regulation 6 shall, inter-alia, be subject to the following conditions, namely , -

73 · Substituted for the words "applicant or any related party" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017.

74 · Substituted ibid.

75 · Substituted for "applicant" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

76 · [ *** ]

8 · (1) After considering an application made under regulation 3, if the Board is of the opinion that a certificate should not be granted to the 77 [trust], it may reject the application after giving the applicant a reasonable opportunity of being heard.

9 · (1) The trustee shall hold the REIT assets in trust for the benefit of the unit holders in accordance with the trust deed and these regulations.

76 · Regulation 7A omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023. Before the omission, the regulation read as under:

7A · (1) De-classification of the status of a sponsor(s) of a REIT whose units have been listed on the stock exchanges for a period of three years shall be permitted upon receipt of an application from the REIT and subject to compliance with the following conditions:

78 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

80 · [(19) The trustee shall, -

79 · Substituted for "and its associates" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

80 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

10 · (1) The manager shall make the investment decisions with respect to the underlying assets of the REIT including any further investment or divestment of the assets.

84 · [(6) Subject to the provisions of this chapter, the manager of the REIT shall appoint an individual or a firm as the auditor, who shall hold office from the date of conclusion of the

81 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

82 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

83 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

84 · Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 w.e.f. 14.02.2023. Prior to substitution it read as follows:

85 · [(6A) The manager of the REIT shall not appoint or re-appoint—

85 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 w.e.f. 14.02.2023.

86 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

87 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

88 · Omitted "the draft and final"by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.

89 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

90 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

91 · [such time as may be specified by the Board for submission of quarterly financial results];

94 · [Provided that the valuation reports specified under sub-regulation (4) and subregulation (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.]

91 · Substituted for the words "within thirty days of end of such quarter" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

92 · The words "as required under these regulations" omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

93 · Substituted for ";" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

94 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

95 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

99 · [(30) The manager may at its discretion, offer unit based employee benefit scheme for its employees based on the units of the REIT subject to compliance with the provisions of Chapter IVA of these regulations.]

100 · [(31) The manager shall ensure compliance with the Investor Charter as may be specified by the Board from time to time.]

96 · Substituted for "twice annually"by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

97 · Substituted for "forty five" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

98 · Omitted "and halffyear ending on September 30th"by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.

99 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024, w.e.f. 13.07.2024.

100 · Inserted by the Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 w.e.f. 10 -02 -2025.

101 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

11 · (1) The sponsor(s) 102 [and sponsor group(s)] shall set up the REIT and appoint the trustee of the REIT.

102 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

103 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

104 · Word 'focument' corrected to read as 'document' by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

105 · Substituted for "its" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

106 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

107 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

109 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

111 · Inserted ibid.

112 · Sub -regulation 3 substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023. Before the substitution, the provisions read as under:

113 · [(3A) The units required to be held in terms of sub-regulation (3) shall be locked in and shall not be encumbered:

113 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023 .

114 · [Provided that locked-in units held by a sponsor or its sponsor group entities may be transferred only amongst such sponsor or its sponsor group entities subject to the condition that lock -in on such units shall continue for the remaining period with the transferee and such transferee shall not be eligible to transfer such units till the time the lock-in period has expired .

114 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

115 · Omitted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020. Prior to its omission, the sub -regulation read as under :

116 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2022 w.e.f. 09.11.2022.

12 · The valuer(s) shall comply with the following conditions at all times-

117 · Omitted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020. Prior to its omission, the sub -regulation read as under :

13 · (1) The auditor shall conduct audit of the accounts of the REIT and prepare the audit report based on the accounts examined by him and after taking into account the relevant accounting and auditing standards, as may be specified by the Board.

118 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

119 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

120 · [(5) The auditor shall undertake a limited review of the audit of all the entities or companies whose accounts are to be consolidated with the accounts of the REIT as per the applicable Indian Accounting Standards (Ind AS) and any addendum thereto as defined in Rule 2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015, in such manner as may be specified by the Board.]

14 · (1) A REIT shall make an initial offer of its units by way of public issue only.

123 · [(ba) the minimum number of unit holders other than sponsor(s), its related parties and its associates forming part of public shall be not less than two hundred;]

124 · [(bb) maximum subscription from any investor other than sponsor(s), its related parties and its associates shall not be more than 25 percent of the total unit capital;]

120 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 w.e.f. 14.02.2023.

121 · Substituted for "all the assets owned by REIT" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

122 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

123 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

124 · Inserted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020.

125 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub -clause (c) read as under :

132 · [(2A) For an REIT raising funds through an initial offer, the units proposed to be offered to the public through such initial offer

126 · Substituted for "with after initial offer" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

127 · Substituted for "the" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

128 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

129 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

130 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

131 · Omitted "initial" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

132 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

133 · The words "Provided that any units offered to sponsor or the manager or their related parties or their associates shall not be counted towards units offered to the public:" omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

134 · The word "further" omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

135 · Substituted for "manager" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

136 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

137 · Substituted for "twenty one" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

138 · Omitted "final" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

139 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

140 · Omitted "to be submitted to the Board, within a period of at least ten days," by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

141 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 142 Substituted for "draft and final offer document" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

143 · Omitted "Manager and" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

159 · [Provided further that the REIT shall not be required to file draft offer document with the Board in case of a fast track rights issue, subject to the fulfillment of the conditions as specified by the Board from time to time.]

144 · Substituted for "modifications" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

145 · Substituted for "suggested" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

146 · Substituted for "in" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

30 · 11.2016

148 · Omitted "final" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

149 · Substituted for "to the public" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

150 · Omitted "Provided that prior to issue of such final offer document, it shall be filed with the designated stock exchanges and with the Board." by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

151 · Omitted "final" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

152 · Omitted "and such filing with the Board shall be accompanied by filing fees as specified under Schedule II" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

153 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

154 · Substituted for "six months" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

155 · Omitted "last" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

156 · Omitted ", if any or if no observations have been issued by the Board, within a period of not more than six months from the date of filing of offer document with the designated stock exchanges" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

157 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

158 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

159 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2020, w.e.f. 02.03.2020

160 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2021, w.e.f. 30.07.2021.

161 · Substituted for "and/or public offer shall be rupees fifty thousand" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2021, w.e.f. 30.07.2021. Sub-regulation (14) was earlier substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2019, w.e.f. 22.4.2019. Prior to the substitution, sub-regulation (14) read as follows:

162 · Substituted for "seventy five" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

163 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

164 · Omitted "initial" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.

30 · 11.2016

165 · Omitted "or follow -on offer document" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

167 · [Provided further, that the offer document shall contain adequate disclosures towards the utilisation of such oversubscription proceeds, if any, and such proceeds retained on account of oversubscription shall not be utilised towards general purposes.]

170 · [Provided further that the compulsorily convertible securities, whose holding period has been included for the purpose of calculation for offer for sale, shall be converted to equity shares of the holdco or SPV, prior to filing of offer document.]

166 · Omitted "initial offer document or follow -on" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

167 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

168 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

169 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

170 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

171 · [(22A) The amount for general purposes, as mentioned in objects of the issue in the draft offer document filed with the Board, shall not exceed Ten per cent of the amount raised by the REIT by issuance of units.]

15 · (1) The Offer document of the REIT shall contain material, true, correct and adequate disclosures to enable the investors to make an informed decision.

16 · (1) After the initial offer it shall be mandatory for all units of REITs to be listed on a recognized stock exchange having nationwide trading terminals within a period of twelve working days from the date of closure of the offer .

171 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

172 · [(2A) In the event of non-receipt of listing permission from the stock exchange(s) or withdrawal of Observation Letter issued by the Board, wherever applicable, the units shall not be eligible for listing and the REIT shall be liable to refund the subscription monies, if any, to the respective allottees immediately alongwith interest at the rate of fifteen per cent. per annum from the date of allotment.]

172 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

173 · Substituted for "100 units" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2021, w.e.f. 30.07.2021. Prior to the substitution, "consist of 100 units" were substituted for "be one lakh rupees" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2019, w.e.f. 22.4.2019.

174 · Substituted for "twenty five per cent. the total number of outstanding units at all times, and the number of unit holders of the REIT forming part of the public shall be two hundred at all times" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.

17 · (1) The manager shall apply for delisting of units of the REIT to the Board and the designated stock exchanges if, f, -

175 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub -clause (b) read as under :

176 · [CHAPTER IVA

17A · (1) The provisions of this chapter shall be applicable for all unit based employee benefit scheme introduced on or after the date of this chapter coming into force:

17B · (1) The unit based employee benefit scheme shall be in the nature of employee unit option scheme.

17C · (1) The employee benefit trust may receive units of the REIT in the following manner for the purpose of offering unit based employee benefit scheme:

176 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024, w.e.f. 13.07.2024.

17D · (1) The employee benefit trust shall not be used as a mode for trading in units of the REIT.

17E · (1) A manager of any REIT that allots units to the employee benefit trust in lieu of management fees shall ensure the following:

17F · (1) The nomination and remuneration committee of the manager shall be responsible for the administration and superintendence of the unit based employee benefit scheme.

17G · (1) The manager may vary the terms of the unit based employee benefit scheme offered pursuant to an earlier resolution of the unitholders but not yet exercised by the employees, if such variation is not prejudicial to the interests of the employees.

22 · of these regulations for variation of the terms of the unit based employee benefit scheme.

17H · (1) In case a new issue of units is made under any unit based employee benefit scheme, units so issued shall be listed immediately on all recognised stock exchange(s) where the existing units are listed, subject to the following conditions:

17I · (1) The trustee of the employee benefit trust shall be a trustee registered with the Board under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993.

17J · (1) The provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003 shall be applicable to the manager, its directors, its key managerial personnel, sponsor, recipients of units under the unit based employee benefit scheme, the employee benefit trust and trustee of the employee benefit trust.

17K · (1) The units held by the employee benefit trust shall be used only for the purpose of offering unit based employee benefit scheme.

17L · (1) The manager shall disclose details of the unit based employee benefit scheme being implemented in the Annual Report of the REIT, as specified in Part F of Schedule X of these regulations.

18 · (1) The Investment by a REIT shall only be in 177 [holdco and/or] SPVs or properties or securities or TDR in India in accordance with these regulations and in accordance with the investment strategy as detailed in the offer document as may be amended subsequently .

177 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

178 · Substituted for the word "have" by the Securities and Exchange Board of India (Real Estate Investment Trusts)

179 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

181 · [Provided that the shareholders' agreement or partnership agreement shall provide for an appropriate mechanism for resolution of disputes between the REIT and the other shareholders or partners in the SPV:

182 · [(b) the manager, in consultation with the trustee, shall appoint atleast such number of nominees on the board of directors or the governing board of such SPVs, as applicable, which are in proportion to the shareholding or holding interest of the REIT in the SPV;]

184 · [(3A) The REIT may invest in properties through holdco subject 185 [to] the following,-

180 · Substituted for the words "shall be" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

181 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

182 · Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. Prior to the substitution, the clause read as:

183 · Omitted "subject to provisions of Companies Act, 2013" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

184 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

185 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

186 · Substituted for the word "have" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

187 · Substituted ibid for the words "shall be".

188 · [Provided that the shareholders' agreement or partnership agreement shall provide for an appropriate mechanism for resolution of disputes between the REIT and the other shareholders or partners in the holdco and/or SPV;

189 · [(c) the manager, in consultation with the Trustee, shall appoint atleast such number of nominees on the board of directors or the governing board of the holdco and/or the SPV, which are in proportion to the shareholding or holding interest of the REIT/holdco in the SPV;]

188 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

189 · Substituted ibid. Prior to the substitution, the clause read as:

190 · Omitted "proportionate to the holding of the REITs" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

191 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

192 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

193 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

194 · Substituted for the words "rent -generating" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

200 · [(da) unlisted equity shares of companies which derive not less than seventy five per cent. of their operating income from real estate activity as per the audited accounts of the previous financial year:

195 · Omitted "proportionate to the holding of the REITs" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

196 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

197 · Omitted "in which not more than ten per cent. of value of the REIT assets shall be invested," by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

198 · Substituted for "SPV" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

199 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

200 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

202 · [Provided further that no investment under this clause shall be made on and after the date of coming into effect of the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025.] [(db) unlisted equity shares of a company which provides property management/ property maintenance/housekeeping and other incidental services subject to the following conditions:

203 · [(i) units of liquid mutual funds schemes where the credit risk value is at least 12 and which falls under the Class A -I in the potential risk class matrix as specified by the Board.

201 · Substituted for the symbol "." by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

202 · Inserted, ibid .

203 · Inserted, ibid .

204 · [(5A) The investment conditions as specified at sub-regulation (4) and (5) of regulation 18 shall be complied at the time of Offer document and thereafter.]

205 · [(5B) A REIT may, either directly or through its HoldCo(s) or SPV(s), invest in assets falling under the purview of infrastructure if holding of such infrastructure asset is to earn fixed rental income from leasing out of such asset without assumption of any risk or reward arising out of or related to the operation of such asset.

204 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

205 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

206 · Substituted for "seventy five" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

207 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

208 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

209 · Omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. Prior to omission, the clause read as:

210 · Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017. Prior to the omission, the sub -regulation read as follows:

211 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

212 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

213 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

214 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

218 · [(aa) with regard to distribution of net distributable cash flows by the holdco to the REIT, subject to applicable provisions in the Companies Act, 2013 or the Limited Liability Partnership Act, 2008, the following shall be complied:

215 · Inserted by theSEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

218 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

219 · Substitied for "; and" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

220 · 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.

221 · [(ba) cash flows generated by all REIT assets shall be considered;]

220 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

221 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

222 · Omitted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 27.11.2024. Prior to omission, the words were "and made".

223 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 27.11.2024. Prior to the substitution the words were "not later than fifteen days from the date of such declaration" .

224 · Inserted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 27.11.2024.

225 · Substituted for "SPV" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

226 · Omitted "and if the SPV proposes to reinvest sale proceeds, if any, into another property, it shall not be required to distribute any sale proceeds from such sale to the REIT;" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

227 · Omitted "or SPV " by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

228 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

233 · [Provided that the amount transferred to Investor Protection and Education fund shall not bear any interest.]

19 · (1) All related party transactions shall be on an arms-length basis, in the best interest of the unit holders, consistent with the strategy and investment objectives of the REIT and shall be disclosed to the designated stock exchange and unit holders periodically in accordance with the listing agreement and these regulations .

229 · Substituted for "and (b)" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

230 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 27.11.2024. Prior to the substitution the words were "fifteen days of declaration" .

231 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 w.e.f. 14.02.2023.

232 · Substituted for "." by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2023, w.e.f. 23.10.2023.

233 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2023, w.e.f. 23.10.2023 .

234 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2023, w.e.f. 23.10.2023.

235 · Omitted "both prior to and" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

236 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

237 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

238 · Words, figures and symbols "in accordance with clause (a) of sub-regulation (3), as may be applicable" omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

239 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

240 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

20 · 243[(1) A REIT, whose units are listed on a recognized stock exchange, may issue debt securities in the manner specified by the Board:

244 · [(2)] The aggregate consolidated borrowings and deferred payments of the REIT 245 [, holdco and/or the SPV(s),] net of cash and cash equivalents shall never exceed forty nine per cent. of the value of the REIT assets:

241 · Substituted "any person or entity which is an associate of the" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

242 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

243 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

244 · Re -numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

245 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

246 · [Explanation 1. – Investment by REITs in overnight mutual funds, characterized by their investments in overnight securities, having maturity of one day, shall be considered as cash and cash equivalent.

247 · [(3)] If the aggregate consolidated borrowings and deferred payments of the REIT 248 [, holdco and/or the SPV(s),] net of cash and cash equivalents exceed twenty five per cent. of the value of the REIT assets, for any further borrowing , -

250 · [(4)] If the conditions specified in sub-regulations (1) and (2) are breached on account of market movements of the price of the underlying assets or securities, the manager shall inform the same to the trustee and ensure that the conditions as specified in this regulation are satisfied within six months of such breach.

21 · (1) The valuer shall not be an associate of the sponsor(s) or manager or trustee and shall have not less than five years of experience in valuation of real estate.

246 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 w.e.f. 14.02.2023.

247 · Re -numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 248 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

249 · Substituted for the words "credit rating" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

250 · Re -numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

251 · [Provided that such full valuation shall be conducted as at the end of the financial year ending March 31 st and the valuation report shall be submitted by the manager to the designated stock exchange(s) along with the annual financial results.]

256 · [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.]

251 · Substitied for the words "Provided that such full valuation shall be conducted at the end of the financial year ending March 31st within three months from the end of such year." by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

252 · Substitied for the word "for" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

254 · The words "and unit holders" were omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

255 · Substitied for "." by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

256 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

257 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

258 · Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017. Prior to its omission, the sub -regulation read as follows:

259 · The words ", investors" omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2025 w.e.f. 03.09.2025.

22 · (1) The unit holder shall have the rights to receive income or distributions as provided for in the Offer document or trust deed.

261 · [(aa) the voting threshold specified under these regulations shall be calculated on the basis of unit holders present and voting.

263 · [Provided that a meeting of unit holders may be called after giving shorter notice than that specified in this clause if consent, in writing or by electronic mode, is accorded thereto -

260 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024. Prior to the substitution the words were "votes cast against" .

261 · Inserted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024.

262 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024. Prior to the substitution, the symbol was ";".

263 · Inserted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024.

264 · [(f) for all unit holder meetings, the manager shall provide an option to the unit holders to attend the meeting through video conferencing or other audio visual means and the option of remote electronic voting in the manner as may be specified by the Board.]

264 · Inserted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024.

265 · Substituted "not be less than one and a half times" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

266 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024. Prior to the substitution, the words were "the votes cast against the resolution" .

267 · [ *** ;]

267 · Sub -clause (fa) omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023. Before the omission, the sub-clause read as under:

268 · Substituted "not less than one and half times" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

269 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024. Prior to the substitution, the words were "the votes cast against" .

270 · Omitted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020. Prior to the omission, the clause read as follows:

271 · [(h) introduction of unit based employee benefit scheme after an initial offer;

271 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024, w.e.f. 13.07.2024.

274 · [(6A) No person, other than sponsor(s), its related parties and its associates, shall acquire units of a REIT which taken together with units held by him and by persons acting in concert with him in such REIT, exceeds twenty-five per cent of the value of outstanding REIT units unless approval 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:

272 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024. Prior to the substitution the words were "not less than one and half times the votes cast against" .

273 · Omitted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020. Prior to the omission, the proviso read as follows:

274 · Inserted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020.

275 · Substituted for the word "re -designated" by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020.

276 · Substituted for the word "re -designated" by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020.

277 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

278 · Substituted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020. Prior to the substitution, the clause read as follows:

279 · Substituted for the words " if such change does not receive the required approval" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

280 · Substituted for the word "re -designated" by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020.

281 · Substituted for the word "re -designated" by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020.

282 · The words "who proposes to buy the units" is omitted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020.

283 · Inserted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f. 16.06.2020

284 · [(ii) in case of change in control of the sponsor or inducted sponsor, the said sponsor or inducted sponsor shall provide the dissenting unit holders an option to exit by buying their units in the manner as specified by the Board;

286 · [(iii) in case of conversion to Self-Sponsored Manager, the Manager shall provide the dissenting unit holders an option to exit by buying their units in the manner specified by the Board.]

290 · [(9) The existing sponsor(s) proposing to disassociate as sponsor(s) by seeking to convert the Manager to Self-Sponsored Manager shall comply with the following conditions:

284 · Substituted by the SEBI (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, w.e.f . 16.06.2020. Prior to the substitution, the sub -clause read as follows:

285 · Substituted for the words "with or without" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

286 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

287 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

289 · Substituted for "trustee" the trustee may provide a period of one year to the manager to rectify the same, failing which

290 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

291 · [Dispute Resolution.

22A · (1) All claims, differences or disputes between investors and the manager arising out of or in relation to the activities of the manager in the securities market shall be submitted to a dispute resolution mechanism that includes mediation and/or conciliation and/or arbitration, in accordance with the procedure specified by the Board.

291 · Inserted by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023, w.e.f. 04-07-2023.

23 · (1) The manager shall ensure that the disclosures in the offer document are in accordance with the Schedule III to these regulations and any circulars or guidelines issued by the Board in this regard .

292 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

24 · The Board may at any time call upon the REIT or parties to the REIT to file such reports, as the Board may desire, with respect to the activities relating to the REIT.

25 · (1) The Board may at any time call for any information from the REIT or 293 [holdco or SPV(s) or] parties to the REIT or any unit holder or any other person with respect to any matter relating to activity of the REIT.

26 · (1) The manager shall maintain records pertaining to the activity of the REIT including , 294 [for a period of not less than seven years,]-

293 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

294 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

296 · [(4) The manager and the trustee shall ensure that adequate backup systems, data storage capacity, system capacity for secure handling, data transfer and arrangements for

295 · Inserted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024.

296 · Inserted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024.

297 · [CHAPTER VIA OBLIGATIONS OF THE MANAGER

26A · Subject to other provisions of this Chapter, the provisions contained in sub-regulations (2), (4), (5), (9) and (10) of regulation 17 and regulations 18, 19, 20, 21, 26 and sub- regulation (1), (2), (2A), (3), (4), (5), (7), (8), (9), (10) and (11) of regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be applicable, as in force from time to time, with necessary modifications as if the said provisions were the provisions of these regulations.

297 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 w.e.f. 01.04.2023.

298 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

26B · (1) The Board of Directors of the Manager shall comprise of not less than six directors and have not less than one woman independent director 299 [:]

300 · [Provided that if by a vacancy in the office of a director of the manager, the manager becomes non-compliant with the requirement, such vacancy shall be filled by the manager as follows -

299 · Substituted for the symbol "." , ibid .

300 · Inserted, ibid.

26C · (1) The Manager shall formulate a vigil mechanism, including a whistle blower policy for directors and employees to report genuine concerns.

26D · (1) The Manager shall submit a secretarial compliance report given by a practicing company secretary to the stock exchanges, in such form as specified, within sixty days from end of each financial year.

26E · (1) The Manager shall submit a quarterly compliance report on governance in the format as may be specified by the Board, to the recognized stock exchange(s) within twenty-one days from the end of each quarter.

301 · [Grievance Redressal Mechanism.

301 · Inserted by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023.

26F · (1) The Manager shall redress investor grievances promptly but not later than twenty-one calendar days from the date of receipt of the grievance and in such manner as may be specified by the Board.

302 · [CHAPTER VIB

26G · The provisions of these regulations, except chapters II, IV, V and regulation 22 under chapter VI, shall mutatis mutandis be applicable to SM REITs, unless otherwise provided for in this chapter:

26H · In this chapter, unless the context otherwise requires , the terms defined herein shall have the meanings assigned to them below, and their cognate expressions shall be construed accordingly,–

303 · [(aa) "KIS" means Key Information of the Scheme;

302 · Inserted by the the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2024 w.e.f. 08.03.2024.

303 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

304 · [***]

26I · (1) An application for grant of certificate of registration as SM REIT shall be made, by the investment manager on behalf of the Trust in Form-A as specified in the Schedule IA to these regulations and shall be accompanied by a non-refundable application fee of such amount and shall be payable in the manner as specified in Schedule IIA to these regulations.

304 · Omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024, w.e.f. 13.07.2024. Prior to omission, it read as under:

26J · (1) For the purpose of the grant of certificate to the trust, the Board shall consider all matters relevant to the activities of the trust as an SM REIT.

307 · [Provided that if by a vacancy in the office of an independent director of the investment manager, the investment manager becomes non-compliant with the requirement, such vacancy shall be filled by the investment manager as follows:

305 · Substituted for the symbol ";" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

306 · Word "and" omitted, ibid.

307 · Inserted, ibid.

26K · (1) The Board may require the applicant to furnish any information or clarification as may be required by it for the purpose of processing of the application for registration.

26L · (1) The Board , on being satisfied that the trust fulfils the requirements specified in this chapter , shall send an intimation to the trust and on receipt of the payment of registration fees as specified in Schedule IIA, grant the certificate of registration in Form B under Schedule IA.

26M · (1) The certificate granted under this chapter shall be subject to such conditions as the Board may deem appropriate , including , –

26N · (1) An applicant may apply for registration of existing persons, entities or structures owning real estate asset(s) or property(ies) in the nature of SM REIT, as on the date of notification of this chapter:

26O · (1) After considering an application made under this chapter, if the Board is of the opinion that a certificate should not be granted to the trust, it may reject the application after giving the applicant a reasonable opportunity of being heard.

26P · (1) An SM REIT shall not be eligible to make an initial offer of units of a scheme if:

308 · [Explanation: ─ The requirement of ownership of assets may be complied at any point of time before allotment of units in accordance with the scheme offer document, subject to the following:

26Q · The investment manager shall appoint one or more merchant bankers registered with the Board to carry out the obligations relating to the issue.

308 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

26R · (1) The investment manager shall identify the real estate assets or properties it proposes to acquire or provide the features of the real estate assets or properties including location or such other details for the particular scheme in the draft scheme offer document .

309 · [(1A) A scheme of SM REIT shall make an initial offer of its units by way of public issue only and in the manner as may be specified by the Board.

309 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

310 · [(2A) The scheme offer document shall consist of KIT and KIS.

311 · [(3A) The price of units of the scheme of SM REIT issued by way of public issue shall be determined through the book building process or any other process in accordance with the circulars or guidelines issued by the Board and in the manner as may be specified by the Board.]

310 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

311 · Inserted, ibid.

312 · [(11) The Board may specify, by issuance of guidelines or circulars, any other requirements, as it deems fit, pertaining to the issue and allotment of units by a scheme of SM REIT.

312 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025

26S · (1) The scheme offer document shall make all disclosures as specified in 313 [Schedule IIIA] and any other disclosures as specified by the Board from time to time.

313 · Substituted for "Schedule III" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

314 · [(10) The investment manager shall ensure that all material changes, including the litigation and regulatory actions, in the KIT are made on an ongoing basis by way of an addendum which shall be disclosed on the website of SM REIT and shall file the addendum with the Board and the stock exchange(s) within seven days from the date of occurrence of the material event.

26T · (1) The SPV shall directly and solely own all assets that are acquired or proposed to be acquired by the scheme of the SM REIT, of which SPV is the wholly owned subsidiary.

314 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

315 · Substituted for the symbol "." by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025

316 · [Provided further that up to five per cent. of the value of the schemes' assets may be invested in interest rate derivatives including interest rate futures, forward rate contract and interest rate swap, subject to the conditions as specified in clause (j) of sub-regulation (5) of regulation 18 of these regulations.]

317 · [(2A) The investment conditions specified in sub-regulation (2) of this regulation shall be monitored on a halffyearly basis and at the time of acquisition of an asset:

316 · Inserted, ibid.

317 · Inserted, ibid.

26U · (1) The scheme of the SM REIT may raise funds from any investor whether Indian, or foreign by way of issuance of units:

319 · [Explanation 1 . ─ B Borrowings and deferred payments shall not include any refundable security deposits received from tenants and the refundable security deposits from tenants shall be invested in liquid assets as defined in regulation 2(1)(ta) of these regulations .

26V · (1) The investment manager shall , at all times , maintain a functioning website of SM REIT .

318 · Substituted for the words "credit rating" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

319 · Inserted, ibid.

26W · The issue period shall not be more than thirty days.

26X · (1) The SM REIT shall issue units of its scheme only in dematerialized form.

26Y · (1) The investment manager of the SM REIT shall use the 320 [***] platform of designated stock exchange to accept bids from investors for units of the scheme of the SM REIT, where the amount shall be blocked through the Application Supported by Blocked Amount mechanism.

320 · Words "book building" omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

26Z · (1) The SM REIT may issue an advertisement pertaining to the issue of units of a scheme.

321 · [(8) The advertisements shall be in accordance with the scheme offer document and any circulars or guidelines as may be specified by the Board in this regard.]

321 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

322 · [(1A) In case of oversubscription, the scheme of SM REIT shall not make any allotment in excess of the units offered through the scheme offer document and the allotment of units to each category of investors shall not be less than the minimum bid lot, and the remaining available units, if any, shall be allotted on a proportionate basis (to be selected by a lottery):

322 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

323 · [(6) Any person other than the investment manager holding units of the scheme of SM REIT prior to initial offer shall hold the units for a period of not less than one year from the date of listing of the units, subject to circulars or guidelines as may be specified by the Board.]

323 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

326 · [(3) Any amount remaining unclaimed or unpaid out of the distributions declared by a scheme of SM REIT, shall be transferred to the 'Investor Protection and Education Fund' constituted by the Board in terms of section 11 of the Act, in such manner as may be specified by the Board:

324 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024. Prior to the substitution the words were "seven working days of such declaration" .

325 · Inserted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024.

326 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

327 · [(aa) the voting threshold specified under these regulations shall be calculated on the basis of unit holders present and voting.

327 · Inserted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024.

328 · electronic mode, is accorded thereto -

329 · [(h) for all unit holder meetings, the investment manager shall provide an option to the unit holders to attend the meeting through video conferencing or other audio visual

328 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024. Prior to the substitution , the words were " Provided that a meeting of the unit holders of each scheme may be called after giving shorter notice, if consent, in writing or by electronic mode, is accorded thereto, by not less than ninety-five per cent of the unit holders of the scheme entitled to vote at such meeting; "

329 · Inserted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024.

330 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024. Prior to the substitution, the words were "the votes cast against" .

331 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024. Prior to the substitution, the words were "the votes cast against" .

332 · [(e) increasing the period for compliance with investment conditions to one year in accordance with sub -regulation (2A) of regulation 26Tof these regulations.]

332 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

333 · Substituted vide Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2024 w.e.f 28.09.2024. Prior to the substitution, the words were "not be less than one and a half times the votes cast against" .

27 · The Board may suo motu or upon receipt of information or complaint appoint one or more persons as inspecting officers to undertake inspection of the books of accounts, records and documents relating to activity of the REIT 334 [ or holdco or SPVs or parties to the REIT] for any of the following reasons, namely , -

334 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

28 · (1) Before ordering an inspection under regulation 27, the Board shall give not less than ten days notice to the trustee of the REIT.

29 · (1) It shall be the duty of every REIT in respect of whom an inspection has been ordered under the regulation 27 , parties to the REIT and any other associate person who is in possession of relevant information pertaining to conduct and affairs of such REIT, including representative of REIT, if any, to produce to the inspecting officer such books, accounts and other documents in his custody or control and furnish him with such statements and information as the inspecting officer may require for the purposes of inspection.

335 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

30 · The inspecting officer shall, as soon as possible, on completion of the inspection submit an inspection report to the Board:

31 · The Board may after consideration of the inspection report and after giving reasonable opportunity of hearing to the REITs or parties to the REIT or its representatives or any such person, issue such directions as it deems fit in the interest of securities market or the investors in the nature of, f, -

32 · A REIT or parties to the REIT or any other person involved in the activity of the REIT who contravenes any of the provisions of the Act or these regulations , notifications, guidelines, circulars or instructions issued thereunder by the Board shall be liable for one or more actions specified therein including any action provided under the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.

336 · [CHAPTER VIII-A

336 · Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulation, w.e.f. 17-04-2020.

32A · (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation 337 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.

33 · In order to remove any difficulties in the application or interpretation of these regulations, the Board may issue clarifications and guidelines in the manner as may be appropriate.

338 · [Power to relax strict enforcement of Regulations

337 · The words "in technological aspects" omitted by the SEBI (Regulatory Sandbox) (Amendment) Regulations, 2021 w.e.f. 3 -8 -2021.

338 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

340 · established or is governed by, is required to be given precedence to]

34 · . The regulations specified in the Schedule VII to these regulations shall be amended in the manner and to the extent stated therein.

339 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

340 · Clause number inserted ibid

1 · GENERAL INFORMATION

2 · 345[DETAILS OF TRUST]

3 · DETAILS OF TRUSTEE

341 · Substituted for the word "applicant" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

342 · Substituted "or its associates or its"by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

343 · Omitted "trustee/" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

344 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

345 · Substititted for the heading "DETAILS OF APPLICANT" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 346 Substituted ibid.

347 · Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub paragraph (e) read as under : "List of associates of the trustee"

348 · [(i) Copy of the executed Trust Deed]

4 · DETAILS OF SPONSOR(S) (Provide details for every sponsor separately)

5 · DETAILS OF MANAGER

348 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

349 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

6 · DETAILS OF BUSINESS PLAN AND INVESTMENT STRATEGY

7 · DETAILS OF REGULATORY ACTION TAKEN IN THE PAST, IF ANY

350 · Omitted "including copy of the draft initial offer document" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

351 · Substituted "SPV" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

352 · Substituted "applicant or any of its related party(ies)" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

353 · Substituted for "applicant" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

354 · Substituted "applicant or any of its related party(ies)" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

8 · OTHER INFORMATION/DECLARATIONS

355 · Substituted "applicant or any of its related party(ies)" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

356 · Substituted for the words "applicant, Sponsor and Manager" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

357 · [SCHEDULE IA

357 · Inserted by the the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2024 w.e.f. 08.03.2024.

358 · Substituted "within seven days of registering the prospectus with the Registrar of Companies or " by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

359 · Substituted "the letter of offer " by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

360 · Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6.3.2017.

361 · [SCHEDULE IIA

361 · Inserted by the the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2024 w.e.f. 08.03.2024.

1 · Introduction

2 · Details of parties to the REIT

3 · Brief background of the REIT

4 · Terms of the issue

362 · [d. Commitment received from strategic investors, if any.]

5 · Market overview

6 · Description of the assets under the REIT

362 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

363 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

364 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

365 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

7 · Business Details and Strategy

366 · [***]

8 · Leverage

9 · Conflict of interest and Related party transactions

366 · Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub paragraph (c) read as follows:

10 · Valuation

11 · Financials

370 · [(d) Projections of income of the REIT over next three years beginning the current financial year certified by the manager and the auditor with respect to calculation and assumptions

12 · Rights of Unit Holders

367 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

368 · Substitued "prior to the offer " by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

369 · Omitted "(consolidated and stand alone)" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

370 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

13 · Title disclosures, litigations and regulatory actions

14 · Risk factors

15 · Brief details on taxation and regulatory aspects to enable the investors to make an informed decision

16 · Other general information

17 · Supporting Documents

375 · [***]

18 · Such other information as is material and appropriate to enable the investors to make an informed decision

377 · [20. The documents to be provided to the Board,-

371 · Substituted ", whether completed or" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

372 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

373 · Substituted "trustee, valuer or any of their associates, " by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

374 · Symbol and words ", in the past 5 years" omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

375 · Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub paragraph (a) read as follows:

376 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

377 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

378 · [Schedule IIIA

378 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

379 · [1]Details of all related party transactions during the year 380 [, value of which exceeds five per cent of value of the REIT assets]

381 · [2. Details regarding the monies lent by REIT to the holding company or the special purpose vehicle in which it has investment in.]

382 · [***]

383 · [14A. Brief details of material and price sensitive information]

379 · Sub -claue number inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

380 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

381 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

382 · Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, paragraph 14 read as follows:

383 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

384 · Substituted ", whether completed or" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

385 · Substituted "parties to the REIT or any of their associates " by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 .

386 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

387 · Substituted for the words "gross floor area, net lettable floor area" by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.

388 · [xvi. List of one-time sanctions/approvals which are obtained or pending

388 · Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016

389 · Words "and closed" omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts)

390 · Substituted for "regulation 20" by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

391 · [ SCHEDULE VIII: GOVERNANCE NORMS

391 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 w.e.f. 01.04.2023.

392 · [Schedule IX : STEWARDSHIP CODE [See Regulation 4(2)(g)]

392 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 17.08.2023.

393 · [Schedule – X

393 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2024, w.e.f. 13.07.2024.

5 · That the investment manager has in place systems / codes / procedures to comply with the Securities and Exchange Board of India (Insider Trading) Regulations,

2015 · or any modification or re-enactment thereto.

1992 · (15 of 1992) and the Securities and Exchange Board of India (Infrastructure

394 · [Schedule – XI

394 · Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2025 w.e.f 23.04.2025.

1 · Asset Management Oversight:

2 · Regulatory Compliance and Reporting:

3 · Managerial Oversight:

4 · Information and Documentation:

5 · Record -Keeping:

6 · Ethics and Conflict of Interest:

7 · Auditing and Financial Review:

8 · Due Diligence: