The Securities and Exchange Board of India (SEBI) on December 09, 2025, notified the Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2025, to further amend the SEBI (Real Estate Investment Trusts) Regulations, 2014. These amendments aim to update key definitions and expand categories of eligible investors in REIT offerings.
The amendment introduces a new definition of “institutional investor,” which now includes qualified institutional buyers as well as family trusts or SEBI-registered intermediaries with a net worth above ₹500 crore. Further, the definition of “qualified institutional buyer” is aligned with that under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, ensuring consistency across regulatory frameworks.
A significant revision has been made to the definition of “strategic investor.” The amended provision expands eligible entities to include institutional investors, certain foreign portfolio investors, NBFCs across middle, upper, and top layers registered with RBI, and any additional entities that SEBI may notify. Strategic investors must collectively invest at least 5% of the REIT offer size or a specified minimum amount, in compliance with FEMA and related rules. Consultation with relevant financial regulators is required where applicable.
[Notification No. SEBI/LAD-NRO/GN/2025/287]
