SEBI Revises REIT, InvIT Rules; Changes Voting Threshold, Sponsor Exit Framework

The Securities and Exchange Board of India (SEBI) has approved changes to rules for real estate investment trusts (REITs) and infrastructure investment trusts (InvITs), as per news reports.  

The changes cover unitholder approvals, sponsor exits, and related provisions. 

Unitholder Voting Rules Revised 

For certain matters, the approval requirement will now be based on 75% of the total votes cast. Earlier, the requirement was 75% of all outstanding units. 

SEBI said the earlier requirement was difficult to achieve in cases where ownership was spread across several unitholders, and some investors did not participate in voting. The revised threshold follows the approach under the Companies Act, 2013. 

Dissenting Unitholders 

The regulator has also changed the definition of dissenting unitholders. Only those who vote against a resolution will be counted as dissenting unitholders. 

Those who do not vote will no longer be included in this category. Notices sent to unitholders will also have to clearly mention that the exit option, where applicable, will be available only to those voting against the resolution. 

Sponsor Exit Rules 

SEBI has made changes to the rules covering an exit by a sponsor. Where one of several sponsors leaves while the other sponsors continue, the exit offer can be made by the outgoing sponsor or its group entities. 

The continuing sponsor or its group entities can also make the offer. This applies where there is more than one sponsor and only one of them exits. 

SEBI has further provided that all units tendered under an exit offer must be accepted. At present, units are accepted proportionately to maintain the minimum public unitholding (MPU). 

If the exit offer takes the REIT or InvIT below the prescribed MPU, the trust will have one year from completion of the offer to restore compliance. 

Remote Common Infrastructure 

SEBI has also expanded the definition of “real estate” or “property” under the REIT framework to include remote common infrastructure. 

Earlier, the definition covered common infrastructure in composite real estate projects, but infrastructure located away from the project did not qualify.  

SEBI said the change is to support environmental sustainability and allow such infrastructure to be recognised under the REIT framework. 

The amendments follow recommendations from SEBI’s Hybrid Securities Advisory Committee and feedback received through a consultation paper issued on August 6, 2026. 

Read More: SEBI Expands AI Use to Monitor Market Manipulation and Online Fraud! 

Conclusion 

The changes revise voting requirements and sponsor exit provisions for REITs and InvITs. They also set out new rules for dissenting unitholders, exit offers, and remote common infrastructure. 

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