SEBI has notified amendments to REIT regulations to expand investor participation, streamline reporting, align disclosure timelines with financial reporting, and strengthen monitoring of leveraged REITs.
Key Changes
A. Public Unitholders:
- Definition of Public (Reg. 2(1)(ze)) – Excludes related party of the REIT, sponsor, sponsor group and manager (M) from ‘public’. Related parties who qualify as QIBs will be treated as ‘public’.
- Minimum Public Unitholding (Reg. 14(2A)) – Deletion of clause excluding sponsor/M-related parties from public holding. REITs must reassess compliance with public unitholding norms.
B. Reporting & Disclosures:
- Quarterly Reports to Trustee (Regs. 10(18)(a)) – Timelines now aligned with quarterly financial results (45/60 days).
C. Valuation Reports:
- Trustee Submission (Reg. 10(18)(b)) – Valuation reports to be shared with trustee on the same day as exchange submissions.
- Annual (Reg. 21(4)) / Half-yearly (Reg. 21(5)) – Periodical valuation reports must now be submitted along with the financial results to the Stock Exchange.
- Other Valuation Reports (Reg. 21(6)) – The other valuation reports (such as full valuation reports taken at the time of issuance of units, acquisition of the properties, etc) as received by the REITs are to be submitted within 15 days of the receipt of the same to the stock exchange.
- Unitholder/ Investor submission (Reg 21(6))– The requirement of submission of the valuation report separately to the Unitholder/ Investor has been omitted.
| Type of valuation | Disclosure to Stock Exchange | Disclosure to Trustee | Disclosure to Unitholder |
| Annual Valuation (Reg 21(4)) | Along with annual Financial Results | On the same day of submission to Stock Exchange | No longer required |
| Half Yearly Valuation (Reg 21(5)) | Along with quarterly Financial Results for sept quarter | On the same day of submission to Stock Exchange | No longer required |
| Other Valuation Reports (such as full valuation reports taken at the time of issuance of units, acquisition of the properties, etc) (Reg 21(6)) | Within 15 days of receipt of the Report | Within 15 days of receipt of the Report | No longer required |
D. Other Amendments:
- HoldCo Negative Cash Flows (Reg. 18(16)(aa)) – HoldCos may offset negative NDCF against SPV cash flows, with disclosures to unitholders.
Actionables:
- Update offer/placement documents to reflect revised “public” definition and investment thresholds.
- Compliance teams must align internal calendars with revised reporting and valuation submission timelines.
- Disclosures to be enhanced in case of HoldCo-level negative cash flow adjustments.