REITs and InvITs can issue depository receipts listed at GIFT IFSC, for non-resident investors
TaxByKK · Compliance News · taxbykk.com2 Nov 2026
In short
SEBI has issued two circulars on 2 November 2026 that let REITs and InvITs issue depository receipts on their units to foreign investors. The DRs must be listed on an international exchange at GIFT IFSC (India INX or NSE International Exchange) and held only by persons resident outside India. Both circulars came into force with immediate effect.
- Authority
- SEBI, Department of Debt and Hybrid Securities
- Circulars
- HO/17/11/19(7)2026-DDHS-RAC/I/24932/2026 (REITs) and HO/17/11/19(7)2026-DDHS-RAC/I/24930/2026 (InvITs), both dated 2 November 2026
- Type
- Circular
- Effective from
- Immediately (2 November 2026)
- Law
- SEBI REIT Regulations 2014, regulation 14(12A); SEBI InvIT Regulations 2014, regulation 14(5C); Depository Receipts Scheme, 2014; FEMA NDI Rules, 2019
- Applies to
- REITs, InvITs, their managers and parties, stock exchanges, depositories and custodians
What changed
| Item | Before | Now |
|---|---|---|
| Depository receipts on REIT or InvIT units | Allowed in principle by the regulations, no framework | Framework in place: issue by fresh units or transfer by existing unitholders |
| Who can hold the DRs | — | Only persons resident outside India, including their beneficial owners |
| Where the DRs list | — | India INX or NSE International Exchange (GIFT IFSC) |
| Approval to issue fresh DRs | — | Unitholders' special approval: at least 75% of the votes cast (not needed for a simultaneous initial offer) |
| Process | — | Manager files the offer document through a merchant banker; SEBI comments within 7 working days; exchange in-principle approval within 15 working days |
| Price | — | Not below the price for domestic investors in the corresponding mode of issue |
Other conditions: the trust and its parties must not be debarred, wilful defaulters or fugitive economic offenders; the manager must meet minimum public unitholding (units held for DRs count as non-public) and make sure the DR holder respects the holding limits, with domestic units added to DR units; voting on underlying units is exercised only on the DR holder's instruction; disclosures made on the international exchange must be filed with the Indian exchange within 24 hours; and the foreign depository may issue DRs only after the domestic custodian confirms receipt of the units. This story lists the main points; the PDFs have the full framework.
Who it applies to
- REITs and InvITs, their managers, sponsors and trustees
- Merchant bankers and legal advisers on DR issues
- Foreign investors, custodians, depositories and the GIFT IFSC exchanges
- CAs and company secretaries advising trusts on cross-border fund raising
What to do
- Trusts planning a DR programme: check eligibility (compliance with the REIT or InvIT Regulations, no debarment, defaulter or fugitive status).
- Appoint a merchant banker, a domestic custodian and a foreign depository in a permissible jurisdiction (GIFT IFSC).
- Get the 75% unitholder approval for a fresh DR issue, unless the DRs are issued with an initial offer.
- File the offer document through the merchant banker and plan for the 7-working-day SEBI comments and 15-working-day exchange approval.
- Write the holding-limit, voting and 24-hour disclosure conditions into the agreement with the foreign depository.
Reference
SEBI circulars HO/17/11/19(7)2026-DDHS-RAC/I/24932/2026 (REITs) and HO/17/11/19(7)2026-DDHS-RAC/I/24930/2026 (InvITs), 2 November 2026, Framework for Issuance of Depository Receipts on Units of REITs and of InvITs.
Read the official PDF: SEBI circular: REITs Read the official PDF: SEBI circular: InvITsWritten by TaxByKK from the official notification. Check the official text before you act on it.
Frequently asked questions
Can REITs and InvITs issue depository receipts under SEBI's new framework?
Yes. SEBI's circulars of 2 November 2026 set the framework for issuing DRs on REIT and InvIT units, with immediate effect.
Where will the DRs be listed?
On an international exchange at GIFT IFSC: India International Exchange (India INX) or NSE International Exchange.
Who can hold these depository receipts?
Only persons resident outside India, including their beneficial owners.
What approval does a trust need to issue fresh DRs?
A resolution of unitholders with at least 75% of the votes cast in favour, unless the DRs are issued alongside an initial offer of units.