SEBI has finally opened the depository-receipts route for India's listed property and infrastructure trusts. In two circulars dated 2 November 2026, the regulator has laid down the complete framework under which Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) can issue depository receipts (DRs) on their units — with immediate effect, and with listing permitted only on the two exchanges operating from India's International Financial Services Centre (IFSC).
Quick answer: SEBI's twin circulars of 2 November 2026 allow depository receipts on REIT and InvIT units with immediate effect. DRs must list only on the IFSC exchanges (India International Exchange, NSE International Exchange), be held only by non-residents, and fresh issues need at least 75% of unitholder votes cast.
In plain business language, this is what the change means: a listed REIT or InvIT can now raise money from foreign investors, or let its existing investors sell to them, through a foreign-currency instrument traded abroad — without giving up its Indian listing. Until now, the door was open in principle but the operating manual was missing. These two circulars are that manual.
The two circulars at a glance
Both circulars were addressed to the industry associations (the Indian REITs Association and Bharat InvITs Association), all REITs and InvITs, all parties to them, all recognised stock exchanges, all registered depositories and, for InvITs, all domestic custodians.
What exactly is a depository receipt on a trust unit?
A depository receipt is a foreign-currency instrument that trades on an exchange abroad. A foreign depository issues it against units of the REIT or InvIT that have been handed over to it and parked with a domestic custodian registered with SEBI in India. The foreign investor holds the receipt; the underlying Indian units sit with the custodian. When the investor exits, the process runs in reverse — this two-way conversion is called fungibility, and the circulars deal with re-issuance of receipts on that basis separately from fresh issues.
The legal chain behind the framework matters, because it explains why this took a dedicated SEBI circular. The Depository Receipts Scheme, 2014 (a Central Government scheme) sets the overall regime. The Foreign Exchange Management (Non-debt Instruments) Rules, 2019 already permit persons resident outside India to invest in depository receipts on REIT and InvIT units. And the REIT and InvIT Regulations themselves allow DRs to be issued — but only in the manner SEBI specifies. Until 2 November 2026, SEBI had not specified that manner in detail. Now it has.
Old position vs new position
The key rules, one by one
1. Only the IFSC exchanges qualify
This is the single most important limit in both circulars — and the easiest to get wrong. A DR on a REIT or InvIT unit cannot be listed in New York, London or Singapore under this framework. The only permissible jurisdiction is the IFSC in India, and the only specified international exchanges are India International Exchange and NSE International Exchange. Listing there must meet the highest applicable standard for foreign issuers on that exchange. So "going global" here really means going to GIFT City's exchanges, which are designed precisely as India's offshore-facing capital market.
2. Who is eligible — and who is barred
A REIT or InvIT can issue fresh units for DRs, or its existing unitholders can transfer units for DRs, only if the trust complies with its Regulations and a conduct screen is passed: the trust, the parties to it, their directors, promoters and partners, and any unitholder transferring units must not be debarred by SEBI from accessing the capital market, must not be a promoter or director of another debarred company or trust, must not be a wilful defaulter, and must not be a fugitive economic offender. There is one relief valve: if a past debarment period has already run out by the date the offer document is filed, the bar does not apply.
3. The 75% unitholder vote for fresh issues
Any fresh issue of DRs needs prior approval of the trust's unitholders, with at least 75% of the total votes cast in favour of the resolution. Two exceptions matter. First, the vote is not needed for DRs issued simultaneously with an Indian listing — that route has its own dual-approval process (see below). Second, once unitholders have approved an overall DR limit, a later offering inside that limit does not need a fresh vote. "Fresh issue" covers first-time and later offerings in a permissible jurisdiction, whether by fresh units or by transfer from existing unitholders. Re-issuance of DRs on account of two-way fungibility is expressly not a fresh issue.
4. A fixed approval clock — with one soft edge
For a fresh DR issue, the Manager (for a REIT) or Investment Manager (for an InvIT), acting through a merchant banker, files the initial offer document with SEBI and the recognised Indian stock exchange(s). SEBI will endeavour to send its comments, if any, to the exchange within 7 working days of receiving the document. Note the word "endeavour" — that leg is a best-efforts target, not a hard deadline. The exchange's leg is firmer: it must take SEBI's comments into account and decide on in-principle approval within 15 working days of receiving the application and required documents. The final offer document is then filed with the exchange(s) and SEBI for the record.
5. The simultaneous-listing route
A trust planning its first Indian listing can issue DRs at the same time and list them on an IFSC exchange. That needs in-principle and final approval from both the Indian exchange and the international exchange — but the DR leg cannot complete first: units can be issued or transferred for DRs only after trading approval for the Indian initial offer has been received. Existing unitholders get a fair shot in transfer-based listings: where a fresh DR listing is done by transfer from existing unitholders, the trust must give all existing unitholders an opportunity to tender units for participation.
6. Price floor, disclosures and plumbing
Several conditions protect Indian unitholders from a cheaper offshore deal. The price at which units are issued or transferred for DRs must not be less than the price for the corresponding domestic issue mode (initial offer, preferential allotment or institutional placement, as applicable) under the applicable laws. DRs can be issued only against the trust's own units — nothing else as underlying. Units held with the depository for DR issuance count as non-public unitholding when minimum public unitholding is calculated. Any public disclosure made on the international exchange must also be filed with the Indian exchange within 24 hours. Voting rights on the underlying units, if any, can be exercised by the DR holder only through the foreign depository and only on that holder's own voting instruction.
The back-office chain is tightly specified too. The domestic custodian must keep records of, and report, every DR issue and cancellation to the Indian depositories. The depositories must publish how many units have DRs outstanding against them and the limit up to which units can still be converted into DRs. And the foreign depository cannot issue DRs at all until the domestic custodian confirms it has received the underlying units. The trust's Manager or Investment Manager must appoint a merchant banker to oversee DR compliance and report to the board, and must ensure compliance across the DR Scheme, the trust Regulations, FEMA, the money-laundering law and RBI and Government guidelines.
One more guardrail: the agreement with the foreign depository must make the DR holder (including beneficial owners) responsible for staying within the holding limits in the trust Regulations — aggregating units held directly in India with units underlying DRs, and, where the regulation requires it, with persons acting in concert. For REITs those limits sit in Regulations 14(2)(bb) or 14(4)(bb) and 22(6A); for InvITs in Regulations 14(2)(da) or 14(4)(ca) and 22(5C).
7. The InvIT-only extras for privately placed trusts
The InvIT circular carries one section with no parallel in the REIT circular, and it matters for the large privately placed InvIT universe. For a privately placed InvIT, each DR must be backed by at least the number of units carrying the value specified in Regulation 14(2)(c) of the InvIT Regulations, measured on the date the initial offer document is filed with SEBI. And a fresh DR issue on a privately placed InvIT can be subscribed only by the foreign investors specified in Regulation 14(2)(b) — with the Investment Manager obliged to make the foreign-depository agreement enforce that condition. In short, private InvIT DRs stay inside the institutional foreign-investor perimeter that already governs private InvITs.
What this does NOT do: It does not let resident Indians buy these DRs — holders, including beneficial owners, must not be persons resident in India. It does not open listing on exchanges outside the IFSC. It does not change domestic listing, pricing or unitholder rules for REITs and InvITs. And a re-issuance of DRs when an investor converts back and forth (fungibility) is not treated as a fresh issue needing a new vote.
Who is affected
- Listed REITs and InvITs and their managers — a new foreign-capital channel, but one that needs a merchant banker, a 75% unitholder vote (except simultaneous listings) and dual-exchange approvals.
- Existing unitholders — they vote on fresh DR issues, get a tender opportunity in transfer listings, and are protected by the domestic-price floor and the 24-hour disclosure rule.
- Foreign investors — including funds that could not easily access Indian trust units before — who can now hold DRs listed on IFSC exchanges, provided they are not resident in India and stay within the aggregated holding limits.
- Merchant bankers, custodians and depositories — new compliance, reporting and record-keeping duties, including the custodian's pre-issuance confirmation and the depositories' public outstanding-DR counts.
- The IFSC exchanges — India International Exchange and NSE International Exchange become the exclusive listing venues for this product.
What to do next
- If you run a listed REIT or InvIT: have your merchant banker map the DR route against your next capital plan — the 75% vote and the 7 + 15 working-day approval sequence need to be built into the timetable, and the simultaneous-listing option is worth weighing if an Indian offer is already planned.
- If you are an existing unitholder: watch for the DR resolution — it needs 75% of votes cast, so turnout matters — and check the tender opportunity if the issue is structured as a transfer by existing holders.
- If you are a foreign investor: confirm non-resident status (including beneficial ownership), aggregate your Indian direct holdings with the units underlying any DRs for the holding limits, and note that private InvIT DRs are restricted to the specified foreign-investor class.
- If you advise on these deals: update checklists for the custodian-confirmation precondition, the 24-hour disclosure filing, the domestic-price floor and the minimum-public-unitholding calculation (DR-depository units count as non-public).
- What not to assume: do not market these DRs to resident Indians, and do not assume an overseas listing outside the IFSC — both are outside this framework.
Frequently asked questions
Can an Indian resident buy depository receipts on REIT or InvIT units under this framework?
No. The circulars bar DR holders, including their beneficial owners, from being persons resident in India. The product is for foreign investors.
On which exchanges can these depository receipts be listed?
Only on the IFSC exchanges in India — India International Exchange and NSE International Exchange. No other overseas exchange is specified in the framework.
What unitholder approval is needed for a fresh DR issue?
Prior approval of unitholders, with at least 75% of the total votes cast in favour. Simultaneous India-plus-DR listings are excepted from this vote, and a later offering within an already-approved overall limit needs no fresh vote.
How long does the approval process take?
SEBI endeavours to send comments within 7 working days of receiving the initial offer document, and the Indian exchange decides in-principle approval within 15 working days of receiving the application and documents. The SEBI leg is expressed as an endeavour, not a hard deadline.
Do privately placed InvITs face extra conditions?
Yes. Each DR must be backed by units carrying at least the Regulation 14(2)(c) value as on the initial offer document filing date, and fresh DRs can be subscribed only by the foreign investors specified in Regulation 14(2)(b) of the InvIT Regulations.
Can DRs be issued at a discount to the Indian price?
No. The price of units issued or transferred for DRs must not be less than the price for the corresponding domestic issue mode under applicable laws.
Are these circulars effective now?
Yes. Both circulars state they come into force with immediate effect from 2 November 2026.
Sources
- SEBI Circular — Framework for Issuance of Depository Receipts on Units of REITs, Circular No. HO/17/11/19(7)2026-DDHS-RAC/I/24932/2026, dated 2 November 2026 (official SEBI circular page; PDF read in full): sebi.gov.in
- SEBI Circular — Framework for Issuance of Depository Receipts on Units of InvITs, Circular No. HO/17/11/19(7)2026-DDHS-RAC/I/24930/2026, dated 2 November 2026 (official SEBI circular page; PDF read in full): sebi.gov.in
- Background reading on the same asset classes: RBI InvIT/REIT unit valuation amendment directions (CorpLawUpdates)
Every figure, threshold and condition in this article is taken from the two SEBI circulars above. Anything the circulars do not state is not asserted here.
