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left arrow Jul 27, 2026

MIDC Issues Detailed Guidelines on Transfer of Share Capital to REITs

The Maharashtra Industrial Development Corporation (‘MIDC’), has issued a Circular dated April 20, 2026[1] (‘2026 Circular’) prescribing detailed guidelines governing the transfer of share capital of plot-holding companies to Real Estate Investment Trusts (‘REIT’) structures constituted under the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014. The 2026 Circular expands upon an earlier Circular dated July 3, 2020[2] (‘2020 Circular’), and applies retroactively from July 3, 2020.

The 2026 Circular inter alia stipulates that:

  1. the business group included in the REIT must be related to the plot -holding company, and collective ownership in the form of share capital of each business group must be held by the industrial group of the same family – with ‘family’ defined strictly by blood relations per MIDC’s definition;
  2. plot-holding company must submit detailed documentation to MIDC, including the number of group companies in the REIT, plot holding company belonging to same industrial group, share capital percentages, the unit-holding pattern, and confirmation of 51% family ownership – all certified by a Practicing Chartered Accountant (‘CA’) or Practicing Company Secretary (‘CS’) with filings to be made with SEBI, the stock exchange, and the Registrar of Companies;
  3. submission of six-monthly certificates from a CA or CS confirming continued retention of the 51% ownership threshold;
  4. ongoing certifications confirming that the land or ownership rights have not become a medium of trading and that SEBI has not prohibited the REIT from carrying on business;
  5. if plot-holding company has been permitted to raise a loan, it must be specific to that company alone and must not extend to any other company within the industrial group; and
  6. the plot holders must at all times remain bound by and comply with the terms and conditions of the plot development, lease deed, and any other guidelines, issued by MIDC.

[1] Circular No. MIDC/M.V.(Land)/P-193917, dated April 20, 2026, issued by the Chief Executive Officer, MIDC, pursuant to Resolution No. 7154 passed at the 410th meeting of the Corporation’s Board of Members on March 24, 2026.

[2] Circular No. MIDC/MV(Land)/B53702, dated July 3, 2020, issued by the Joint Chief Executive Officer (Administration), MIDC.

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These are the views and opinions of the author(s) and do not necessarily reflect the views of the Firm. This article is intended for general information only and does not constitute legal or other advice and you acknowledge that there is no relationship (implied, legal or fiduciary) between you and the author/AZB. AZB does not claim that the article's content or information is accurate, correct or complete, and disclaims all liability for any loss or damage caused through error or omission.

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