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Strengthening REIT Governance in India: An Analysis of SEBI’s 2023 Regulatory Reforms

By Aurelia Menezes

Introduction

India’s Real Estate Investment Trust (REIT) regime has witnessed significant regulatory evolution in recent years, driven by the need to enhance governance standards, strengthen investor protection, and align with global best practices. In 2023, the Securities and Exchange Board of India (SEBI) introduced a series of amendments and circulars impacting REITs, particularly through changes to the SEBI (Listing Obligations and Disclosure Requirements) Regulations (LODR Regulations), the SEBI (Real Estate Investment Trusts) Regulations, 2014, and the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021.1

These reforms collectively aim to improve transparency, institutional accountability, and stakeholder participation within the REIT ecosystem.

Enhanced Governance Framework under LODR Amendments, 2023

The amendments to the LODR Regulations mark a significant step toward harmonising REIT governance with that of listed companies.

  • Independent Directors and Board Oversight:The revised framework clarifies the definition and eligibility criteria for independent directors, reinforcing objectivity and reducing conflicts of interest at the board level. This is particularly relevant for REIT Managers, where governance oversight is centralised.

  • Senior Management Accountability:SEBI has introduced greater clarity around the roles, responsibilities, and disclosure obligations of senior management personnel, ensuring enhanced accountability in decision-making processes.

  • Auditor Independence and Rotation:Provisions relating to auditor eligibility and mandatory rotation have been strengthened to safeguard audit independence and improve financial reporting quality.

  • Expanded Scope of Limited Review:The requirement for limited review now extends to entities whose financials are consolidated with REITs (including HoldCos and SPVs), thereby enhancing transparency across the REIT structure.

    • REIT-Specific Governance Alignment

    SEBI has extended several LODR compliance requirements to REITs by adapting terminology and governance constructs to suit their unique structure.

    Key definitional alignments include:

  • “Listed entity” → REIT Manager

  • “Board of Directors” → Board of the Manager

  • “Subsidiary” → HoldCo / Special Purpose Vehicle (SPV)

  • “Compliance Officer” → Company Secretary2

    • This harmonisation ensures consistency in regulatory interpretation while preserving the structural distinctiveness of REITs.

    Reforms under SEBI (NCS) Regulations, 2023

    Amendments to the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 introduced important safeguards for debenture holders. Nominee Director Rights of Debenture Trustees

    In the event of a default (as defined under the SEBI (Debenture Trustees) Regulations, 1993), debenture trustees are empowered to nominate a director to the board of the issuer (including REIT Managers, where applicable).

    Entities are required to:

  • Incorporate such provisions in their trust deeds and constitutional documents; and

  • Appoint nominee directors within prescribed timelines.

    • This reform strengthens creditor protection and enhances oversight in stressed scenarios.

    Key Amendments to REIT Regulations (2023)

    SEBI’s 2023 amendments to the SEBI (Real Estate Investment Trusts) Regulations, 2014 introduce several governance-focused reforms:

  • Unitholder Nomination Rights

    • Eligible unitholders holding at least 10% of outstanding units are now entitled to nominate a director to the board of the REIT Manager. This reform:

  • Enhances investor participation in governance;

  • Introduces checks on managerial decision-making; and

  • Aligns with global stewardship practices.

    • Such nominations are subject to eligibility criteria and evaluation mechanisms prescribed by the Manager and must comply with SEBI’s stewardship principles.

  • Sponsor Holding and Governance Reforms

    • SEBI has refined provisions relating to sponsor lock-in and minimum holding requirements. Sponsors and sponsor groups are generally required to maintain a minimum holding (typically 15%) for a specified period post-listing, ensuring alignment of interests between sponsors and unitholders.

  • Introduction of Self-Sponsored REITs

    • A key structural reform is the introduction of the self-sponsored REIT model, wherein the Manager assumes both managerial and sponsor roles. This framework:

  • Enables mature and institutionally robust Managers to operate independently;

  • Provides an exit pathway for existing sponsors; and

  • Introduces flexibility in REIT structuring.

    • However, conversion to a self-sponsored model is subject to stringent eligibility and compliance requirements prescribed by SEBI.

    Key SEBI Circulars Impacting REITs (2023)

    SEBI supplemented regulatory amendments with multiple circulars to operationalise governance and compliance requirements:

  • Offer for Sale (OFS) Framework:A standardised mechanism was introduced for the sale of REIT units through stock exchanges, improving liquidity and price discovery.

  • Virtual Unitholder Meetings:The permission to conduct unitholder meetings via video conferencing, which was initially introduced during the pandemic, has been made permanent, enhancing accessibility and participation.

  • Legal Entity Identifier (LEI) Requirement:REITs with listed debt securities must obtain and report a Legal Entity Identifier (LEI), strengthening transparency in financial transactions.

  • Mandatory Dematerialisation:Securities of HoldCos and SPVs underlying REIT structures are required to be held in dematerialised form, improving traceability and reducing operational risks.

  • Enhanced Compliance Reporting:REIT Managers must submit the Annual Secretarial Compliance Reports; and the Quarterly Governance Compliance Reports, both within prescribed timelines using standardised formats.

  • Unit Pricing Framework:Revised guidelines for pricing REIT units in public issuances and institutional placements aim to improve transparency and flexibility.

  • Trading Window Restrictions:Insider trading norms, including trading window restrictions, have been extended more broadly to listed entities, including REITs.

  • Online Dispute Resolution (ODR) Mechanism:SEBI has operationalised an ODR portal to facilitate efficient resolution of investor disputes through mediation and arbitration.

  • Investor Grievance Redressal via SCORES:The SEBI Complaints Redress System mandates time-bound resolution of investor complaints, reinforcing accountability.

    • Conclusion

    SEBI’s 2023 regulatory reforms represent a significant advancement in the governance architecture of REITs in India. By strengthening board independence, enhancing disclosure standards, empowering investors, and introducing structural innovations such as self-sponsored REITs, the regulatory framework has become more robust and investor-centric.

    These developments not only align India’s REIT regime with global best practices but also reinforce market confidence, improve transparency, and support sustainable growth in the real estate investment sector.

    As the REIT ecosystem continues to mature, stakeholders including sponsors, managers, institutional investors, and regulators must proactively adapt to this evolving compliance landscape to fully realise the benefits of these reforms.

  • https://www.sebi.gov.in/sebiweb/home/HomeAction.do?doListing=yes&sid=1&ssid=3&smid=0%20(Accessed:%2007%20January%202024). ↩︎

  • SEBI. (2021, August 3). Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014. ↩︎

    • Authored by Aurelia Menezes, Partner https://ksandk.com/people/aurelia-menezes

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