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SEBI Approves Key Regulatory Reforms for REITs, InvITs, and Merchant Bankers

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Easing Regulations for REITs and InvITs

  • Related Parties Clarification: Units held by related parties of sponsors, investment/project managers will not count as “public” unless they are Qualified Institutional Buyers (QIBs); even then, they remain excluded from the public category.
  • Cash Flow Adjustment by HoldCos: HoldCos can now offset their own negative net distributable cash flows against cash received from Special Purpose Vehicles (SPVs) before distributing to REITs/InvITs—subject to disclosures.
  • Aligned Reporting Timelines: SEBI has harmonized the submission timelines for quarterly and valuation reports with those for financial results to enhance operational efficiency.
  • Primary Market Reforms: Minimum allotment size in the primary market for privately placed InvITs has been reduced from ₹1–25 crore to a uniform ₹25 lakh, aligning with the secondary market.

Relaxations for Merchant Bankers (MBs)

  • SEBI revoked its earlier decision (Dec 2024) requiring MBs to hive off non-SEBI-regulated activities into separate entities.
  • MBs are now permitted to:
    • Engage in activities regulated by other Financial Sector Regulators (FSRs), provided they comply with relevant norms.
    • Undertake fee-based, non-fund-based financial services activities not regulated by any FSR, within the same legal entity.

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