SEBI’s Online Filing System and Public Issue Guidelines for REITs: A Comprehensive Guide

The Securities and Exchange Board of India (SEBI) continues to push for greater efficiency, transparency, and investor convenience in India’s capital markets. In a significant move, SEBI has introduced a fully operational online filing system for Real Estate Investment Trusts (REITs). This development aims to streamline the processes related to registration, compliance, and public offerings under the SEBI (REIT) Regulations, 2014.

Online Filing System for REITs: A Game-Changer

As per the latest guidelines (Chapter 1), all REIT-related applications, submissions, and compliance filings must now be made exclusively through SEBI’s Intermediary Portal, available at https://siportal.sebi.gov.in. The portal allows for:

- Registration of new REITs - Filing of reports and disclosures - Submission of requests under applicable SEBI regulations and circulars

This digital shift eliminates manual processes, significantly reducing processing time and improving regulatory oversight. In case of questions or technical issues, users can refer to the portal manual or contact the Portal Helpline, with additional access via SEBI’s main website www.sebi.gov.in.

Chapter 2: Guidelines for Public Issue of REIT Units

SEBI has also laid out detailed procedures and obligations related to the public issue of REIT units, emphasizing the role of merchant bankers, filing protocols, and investor communication.

1. Appointment of Merchant Bankers

The REIT manager must appoint one or more merchant bankers, with at least one designated as the lead merchant banker. These bankers are responsible for managing disclosures, allotments, refunds, and underwriting. Their roles and responsibilities must be clearly defined and disclosed in the offer document.

2. Offer Document Lifecycle

SEBI defines three key stages in the offer document process:

- Draft Offer Document (DOD): Initially filed with SEBI and stock exchanges. - Offer Document (OD): Updated version, excluding pricing details. - Final Offer Document (FOD): Includes pricing, allotment, and complete disclosure.

The DOD must be hosted on specified websites for at least 21 days, inviting public comments. Feedback must be reported to SEBI, and necessary changes incorporated.

3. SEBI’s Review and Response Timeline

SEBI will review the draft and may issue observations within the later of:

- 30 days from receipt of the DOD or related clarifications - 21 working days from the receipt of satisfactory replies from the merchant bankers

Once SEBI’s comments are addressed, the lead merchant banker must file the final OD along with a certificate confirming compliance and a due diligence certificate.

4. Significant Changes Require Fresh Filing

Fresh draft filings (with fees) are required for major changes, such as:

- Change in sponsor(s), sponsor group, or Manager - Replacement of more than half of the Manager’s board - Any change in issue objectives exceeding 20% of the issue size - Change in estimated issue size by 25% or more

Other minor updates may be made without re-filing fees.

Final Thoughts

With the dual implementation of a robust online filing system and a comprehensive public issue framework, SEBI has reinforced its commitment to modernizing India’s REIT ecosystem. This initiative will make the listing and compliance process more transparent, secure, and accessible for all stakeholders — from real estate developers and fund managers to institutional and retail investors.

Entities planning to launch REITs or raise capital via public issue should promptly transition to the digital platform and familiarize themselves with the updated regulatory framework to ensure full compliance and operational readiness.