Master Circular for Real Estate Investment Trusts (REITs)

SEBI/HO/DDHS-PoD-2/P/CIR/2025/99 · 2025-07-11 · Department of Debt and Hybrid Securities, SEBI

Summary

This part of the document establishes the Master Circular for Real Estate Investment Trusts (REITs) effective July 11, 2025. It outlines the supersession of previous circulars while preserving pending actions and liabilities under the old regime. The section mandates online filing through the SEBI Intermediary Portal for all registration and compliance activities. This section outlines the appointment of merchant bankers and their obligations in public issues of REIT units. It details the filing procedures for draft, offer, and final offer documents with the Board and stock exchanges. Additionally, it specifies allocation rules for institutional and anchor investors, including lock-in periods and eligibility criteria. This section mandates that applications cannot exceed the units offered and requires a security deposit by the REIT Manager. It establishes procedural timelines for issue opening, subscription periods, and price band announcements. Furthermore, it regulates underwriting obligations, bidding processes via ASBA or UPI, and defines roles for issuers and stock exchanges. This section outlines the specific operational responsibilities of registrars, stock exchanges, interm

Text

For effective regulation of Real Estate Investment Trusts, Securities and Exchange Board of India (SEBI) has been issuing various circulars from time to time. In order to enable the stakeholders to have an access to all the applicable circulars at one place, the provisions of the circulars issued till July 11, 2025 are incorporated in this Master Circular for Real Estate Investment Trusts.

This Master Circular shall come into force from the date of its issuance. The circulars mentioned in Appendix to this Master Circular shall stand superseded with the issuance of this Master Circular. With respect to the directions or other guidance issued by SEBI, as specifically applicable to Real Estate Investment Trusts, the same shall continue to remain in force in addition to the provisions of any other law for the time being in force. Terms not defined in this Master Circular shall have the same meaning as provided under the relevant Regulations.

anything done or any action taken or purported to have been done or taken under the superseded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or adjudication commenced or show cause notice issued prior to such supersession, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

any application made to SEBI under the superseded circulars, prior to such supersession, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;

the previous operation of the superseded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the superseded circulars, any penalty, incurred in respect of any violation committed against the superseded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the superseded circulars have never been superseded;

Pursuant to issuance of this Master Circular, the entities which are required to ensure compliance with various provisions shall submit necessary reports as envisaged in this Master Circular on a periodic/ continuous basis. Stock exchanges are advised to disseminate the contents of this Circular on their website.

This Master Circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 and Regulation 33 of the SEBI (Real Estate Investment Trusts) Regulations, 2014 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. This Master Circular is issued with the approval of the Competent Authority.

This Master Circular is available on the SEBI website at https://www.sebi.gov.in/ under the category “Legal -> Master Circulars

In order to facilitate ease of operations in terms of applying for registration, reporting and various compliances under SEBI (Real Estate Investment Trusts) Regulations, 2014 (REIT Regulations), SEBI has introduced an online system for filings related for REITs. The online system can be used for application for registration, reporting and filing under the provision of aforesaid Regulations.

All applicants desirous of seeking registration as REITs are now required to submit their applications online only, through SEBI Intermediary Portal at https://siportal.sebi.gov.in. Furthermore, all SEBI registered REITs are required to file/ submit/ apply for any request, as may be required under the provision of REIT Regulations & Circulars issued thereunder, through the online system only. The aforesaid online filing system has been made operational.

Link for SEBI Intermediary Portal is also available on SEBI website - www.sebi.gov.in. In case of any queries and clarifications, users may refer to the manual provided in the portal or contact the Portal Helpline as specified in the manual.

The Manager on behalf of the REIT... shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker...

Source: SecMarx — Master Circular for Real Estate Investment Trusts (REITs). Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.