S. No.

Particulars

Existing Provisions

Proposed amendments in provisions

Cause/ Impact of proposed amendments

Amendment in the definition of “Public” for Minimum Public Unitholding Requirement

1. Definition of public:

Presently, Regulation 2(1)(ze) of REIT Regulations / Regulation 2(1)(zq) of InvIT Regulations prescribes the definition of “public” as under:

“Public” for the purposes of offer and listing of units means any person other than related party of the REIT / InvIT or any other person as may be specified by the Board: Provided that in case any related party to the REIT / InvIT is a qualified institutional buyer, such person shall be included under the term ‘public.

2. Threshold for minimum public unitholding:

Further, Regulation 14(2A) of REIT Regulations / Regulation 14(1A) of InvIT Regulations provides the thresholds for minimum offer and allotment to public in an initial offer and inter-alia specifies that any units offered to sponsor or the manager / investment manager or the project manager or their related parties or their associates shall not be counted towards units offered to the public.

1. Definition of public:

It is proposed to amend the definition of “public” as under:

“Public” for the purposes of offer and listing of units means any person other than related party of the REIT / InvIT, any person other than related party of the parties to the REIT / InvIT or any other person as may be specified by the Board: Provided that in case any related party as specified above is a qualified institutional buyer, such person shall be included under the term ‘public’.

2. Threshold for minimum public unitholding”

Further, it is proposed to omit the provision in Regulation 14(2A) of REIT Regulations / Regulation 14(1A) of InvIT Regulations providing for the exclusion of sponsor or manager/ investment manager or project manager or their related parties or their associates from the scope of public.

1. Amendment in the definition of public:

Presently, the definition of public provides that related parties to REIT/ InvIT shall not be considered as public for the purpose of offer and listing of units, except for the related parties who are Qualified Institutional Buyers (QIBs).

It is now proposed that related parties of parties to the REIT/ InvIT shall also not be considered as public. Thus, the scope of exclusion has been expanded.

2. Omission in Regulation 14(2A) of REIT Regulations / Regulation 14(1A) of InvIT Regulations:

While definition of public was clear regarding inclusion of QIBs in the term public, the same was not clearly specified in Regulation 14(2A) of REIT Regulations / Regulation 14(1A) of InvIT Regulations that provides thresholds for minimum public unitholding.

Thus, to eliminate any ambiguity, it is proposed to remove the provision altogether from Regulation 14(2A) of REIT Regulations / Regulation 14(1A) of InvIT Regulations, which states that any units offered to sponsor or the manager / investment manager or the project manager or their related parties or their associates shall not be counted towards units offered to the public, as the definition of public itself makes it clear.

Adjustment of Negative Cash Flow at Holdco with distributions received from SPVs in calculation of NDCF

Presently, the provisions for distribution of Net Distributable Cash Flows by the Holdco to the REIT/ InvIT, require the Holdco to give 100% of the cash flows received from its underlying SPVs to the REIT/ InvIT.

It is proposed to insert the following proviso in Regulation18(16)(aa)(i) of REIT Regulations / Regulation 18(6)(ba)(i) of InvIT Regulations:

“Provided that if operating cash flow generated by the holdco on its own is negative, it shall be adjusted against the cash flows received by the holdco from its underlying SPVs to arrive at the cash flow for distribution by the holdco to the REIT /InvIT subject to appropriate disclosures in this regard to the unitholders.”

Considering the cases where a Holdco incurs negative net cash flows due to its own outflows exceeding inflows from SPVs and where such Holdco may have utilized part of the cash flows received from underlying SPVs to meet its own cash outflows, it is proposed that it should be allowed to distribute to the REIT/ InvIT, only the net amount received from SPVs after adjusting for its own cash deficits.

Alignment of timelines for submission of Quarterly Report to the stock exchanges with the timelines for submission of Quarterly Financial Results

Regulation 23(4) of InvIT Regulations, inter alia, requires the Investment Manager of an InvIT, whose units are listed and whose consolidated borrowings and deferred payments, in terms of regulation 20, is above forty-nine per cent, to submit a quarterly report with the stock exchanges within thirty days from the end of every quarter ending June and December.

Further, Chapter 4 of Master Circular for InvITs dated May 15, 2024, requires InvIT to submit quarterly financial results with the stock exchanges within *45 days from the end of quarter / 60 days from the end of the last quarter.

Also, Schedule IV of InvIT Regulations requires a privately placed InvIT to disclose quarterly financial statements in the said quarterly report.

It is proposed to align timeline for submission of quarterly report under Regulation 23(4) of the InvIT Regulations with the timelines for submission of quarterly financial statements, i.e., within 45/ 60 days from the end of the quarter.

As the provisions require the InvIT to include the quarterly financial statements in the quarterly report, it is proposed to align the timelines for submission of the report with that of the financial statements, for ease of business and to ensure consistency.

*It is also pertinent to note here that the timelines for submission of quarterly financial information i.e., within 45 days from the end of the first and third quarter, has been recently prescribed by SEBI, by way of amendment of Master Circular for InvITs dated May 15, 2024, on May 07, 2025.

Alignment of timelines for submission of Quarterly Report to Trustee with the timelines for submission of Quarterly Financial Results

Regulation 10(18)(a) of the REIT/ InvIT Regulations requires the manager/ investment manager to submit to the trustee, a quarterly report on the activities of the REIT/ InvIT, within thirty days of end of such quarter.

However, Chapter 4 of Master Circular on REITs/ InvITs dated May 15, 2024, requires REIT/ InvIT to submit quarterly financial results with the stock exchanges within *45 days from the end of quarter/ 60 days from the end of the last quarter.

It is proposed that the timeline for submission of the quarterly report be aligned with the timeline for submission of quarterly financial results, i.e., within 45/ 60 days from the end of the quarter.

As some of the information forming part of the quarterly report is derived from financial results, it is proposed to align the timelines for submission of the report with that of the financial statements, for ease of business and to ensure consistency.

* It is also pertinent to note here that the timelines for submission of quarterly financial information i.e., within 45 days from the end of the first and third quarter, has been recently prescribed by SEBI, by way of amendment of Master Circular for REITs/ InvITs dated May 15, 2024, on May 07, 2025

Alignment of timelines for submission of Valuation Report with the timelines for submission of financial results

REIT/ InvIT Regulations, inter-alia provides for various timelines for conducting valuation of assets and submission of the reports same to the stock exchanges and unitholders, as below:

Further, the requirement of disclosure of financial statement, which includes the details of Net Asset Value and other information related to valuation to assets, is as below:

It is proposed to align the timelines for submission of applicable valuation reports with those of the financial statements for the corresponding period.

The periodical financial information contains certain information that is derived from the valuation of assets. However, the timelines for submission of valuation reports and financial information is not currently aligned.

Thus, with a view to remove inconsistency in timelines and promote ease of business, it is proposed to align the timelines for both.

Alignment of minimum allotment with trading lot for privately placed InvITs

Presently, the minimum allotment lot (i.e., minimum investment required for investing) in the units of a privately placed InvIT through primary market is INR 1 Crore / 25 crore (25 crore, if at least 80% of InvIT’s assets are invested in completed and revenue generating assets), whereas minimum trading lot in the secondary market is INR 25 lakhs.

It is proposed to revise the minimum allotment lot to INR 25 lakhs for all privately placed InvITs, irrespective of the asset mix.

Considering the wide gaps in the investment size through primary and secondary market, it is proposed to align the investment size to INR 25 lakhs in order to achieve maximum investor participation.

Introduction of an Investor Charter for REITs and InvITs

SEBI, in December 2021, published Investor charter and format for disclosure of investor complaints by merchant banker for public offers by REITs/ InvITs, and by merchant bankers for private placement of units by InvITs respectively.

It is proposed to introduce an investor charter for REITs and InvITs. The proposed investor charter for REITs and InvITs are annexed to the Consultation Paper as Annexure – 1 and 2 respectively.

To strengthen financial consumer protection while promoting financial inclusion and literacy and considering recent developments in the securities market—such as the launch of the Online Dispute Resolution (ODR) platform and SCORES 2.0—it is proposed to introduce the said investor charter.