SEBI has amended its REIT Regulations, 2014, with effect from 14 October 2026, the date of Gazette publication. Unitholder approvals under regulation 22 will now be tested on votes cast, with related parties' votes excluded, instead of on unitholders by value. The amendment also permits depository receipts on REIT units and gives dissenting unitholders an exit when one sponsor leaves a multi-sponsor REIT.
- Regulation 22(6A) and 22(8)(a): approval needs at least 75% of the total votes cast, excluding votes of parties related to the transaction
- New regulation 14(12A): depository receipts may be issued on REIT units, in the manner the Board specifies
- New regulation 22(8)(b)(iv): on a sponsor's exit from a multi-sponsor REIT, dissenting unitholders get an option to exit
- Regulation 18(5)(k) is omitted, and some words are removed from regulation 2(1)(zi)
- In force from 14 October 2026, the date of publication in the Official Gazette
What changes
- Voting threshold, regulation 22(6A): approval was earlier required from seventy five per cent. of the unit holders by value, excluding units held by parties related to the transaction. It must now be at least seventy five per cent. of the total votes cast for the resolution, excluding votes cast by related parties.
- Regulation 22(8)(a): the unitholder approval needed before the changes covered by that sub-regulation is now stated in the same way, as 75% of votes cast with related parties' votes excluded.
- Sponsor exit, new regulation 22(8)(b)(iv): if one sponsor leaves a REIT that has several sponsors, the outgoing sponsor, or the continuing sponsors, or their sponsor group entities, must offer dissenting unitholders an option to exit by buying their units. The manner will be specified by the Board.
- Depository receipts, new regulation 14(12A): depository receipts may be issued on REIT units, subject to these regulations and in the manner the Board specifies.
- Regulation 18(5)(k) is omitted.
- Regulation 2(1)(zi): the words “for composite real estate projects, industrial parks and SEZ”, which followed “common infrastructure”, are omitted.
Who it applies to
REITs and their managers, sponsors and sponsor group entities, trustees and unitholders. Companies and LLPs that sponsor, manage or invest in REITs are directly affected.
From when
- Notification dated: 12 October 2026
- Published in the Gazette and in force: 14 October 2026
Background: the earlier position
Regulation 22(6A) tested approval against all unit holders by value, leaving out the value of units held by related parties. Regulation 22(8) had no express exit option for unitholders who object to a sponsor leaving.
Effect in practice
- The 75% test is now measured against votes actually cast on the resolution, so unitholders who do not vote are not counted. Managers should update their notices, voting procedures and scrutiniser reports.
- Related-party votes must be excluded when counting votes.
- Sponsors of multi-sponsor REITs should plan for the dissenting unitholder exit option before any sponsor exit.
- Depository receipts and the sponsor-exit option operate in the manner the Board specifies. Watch for SEBI circulars on both.
| Provision | Before | Now | What it means |
|---|---|---|---|
| Regulation 2(1)(zi) | The words “for composite real estate projects, industrial parks and SEZ” followed “common infrastructure”. | Those words are omitted. | The qualifying words no longer appear in clause (zi). |
| Regulation 14(12A) | No such provision. | Depository Receipts may be issued on units of a REIT subject to compliance with these regulations and in such manner as may be specified by the Board. | REIT units can be the basis for depository receipts, once the Board specifies the manner. |
| Regulation 18(5)(k) | Clause (k) formed part of sub-regulation (5). | Clause (k) is omitted. | Clause (k) no longer applies. |
| Regulation 22(6A) | Approval from seventy five per cent. of the unit holders by value, excluding the value of units held by parties related to the transaction. | Approval from unitholders, with votes in favour at least seventy five per cent. of the total votes cast for the resolution, excluding votes cast by related parties. | The test moves from unit holders by value to votes cast, with related parties' votes left out. |
| Regulation 22(8)(a) | - | Prior to such changes, unitholder approval is needed, with votes in favour at least seventy five per cent. of the total votes cast, excluding votes of related parties. | The approval is now expressed as 75% of votes cast, excluding related parties. |
| Regulation 22(8)(b)(iv) | No such sub-clause. | On a sponsor's exit from a REIT with multiple sponsors, dissenting unitholders get an option to exit by sale of their units to the outgoing or continuing sponsor or sponsor group entities. | Unitholders who object to a sponsor's exit have a route out, in the manner the Board specifies. |
In the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, ─ I. in regulation 2, in sub-regulation (1), in clause (zi), the words and symbol “for composite real estate projects, industrial parks and SEZ” appearing after the words “common infrastructure”, shall be omitted.
II. in regulation 14, after sub-regulation (12), the following sub-regulation (12A) shall be inserted, namely, - “(12A) Depository Receipts may be issued on units of a REIT subject to compliance with these regulations and in such manner as may be specified by the Board.” III. in regulation 18, in sub-regulation (5), clause (k) shall be omitted.
IV. in regulation 22, (a) in sub-regulation (6A), the words and symbols “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:” shall be substituted with the words and symbols “is obtained from the unitholders, where the votes cast in favour of the resolution shall be at least seventy five per cent. of the total votes cast for the resolution, excluding the votes cast by the parties related to the transaction:”.
(b) in sub-regulation (8), i. clause (a) shall be substituted with the following, namely, - “(a) prior to such changes, approval shall be obtained from the unitholders, where the votes cast in favour of the resolution shall be at least seventy five per cent. of the total votes cast for the resolution, excluding the votes cast by the parties related to the transaction;” ii. in clause (b), after sub-clause (iii), the following sub-clause (iv) shall be inserted, namely, - “(iv) in case of an exit of a sponsor in a REIT with multiple sponsors, the outgoing sponsor or its sponsor group entities or any of the continuing sponsor or its sponsor group entities shall provide the dissenting unitholders an option to exit by buying their units in the manner specified by the Board.”.
- REIT
- Real Estate Investment Trust, which pools money from investors to own income-generating real estate.
- Depository receipt
- A tradable instrument issued against underlying units held with a depository.
- Sponsor group
- The sponsor and its related entities.
- Dissenting unitholders
- Unitholders who vote against a proposal or object to it.
- Official Gazette
- The Government's official publication; rules usually take effect from their publication in it.
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