SEBI Introduces Framework For REITs, InvITs To Issue Depository Receipts To Foreign Investors
Shilpa Soman
3 Nov 2026 12:44 PM IST
The Securities and Exchange Board of India (SEBI) has introduced frameworks allowing Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) to issue Depository Receipts (DRs) to foreign investors. The frameworks prescribe eligibility, pricing, disclosure and compliance requirements for such issuances.
In separate circulars dated November 2, 2026, SEBI has specified the framework for issuing DRs against units of REITs and InvITs, enabling foreign investors to invest in these trusts through instruments listed on permitted international exchanges.
Under the frameworks, only DR holders and their beneficial owners who are non-residents of India will be eligible to hold such instruments. The DRs can be listed on the India International Exchange and NSE International Exchange. The listing must comply with the highest applicable standards prescribed for foreign issuers.
SEBI has also prescribed eligibility conditions for the trusts and their associated parties. The relevant entities must comply with the respective SEBI regulations and must not be debarred from accessing the capital market, wilful defaulters or fugitive economic offenders, as applicable under the frameworks.
Further, any fresh issue of DRs will require prior approval of the respective trust's unitholders, with at least 75% of the total votes cast being in favour of the resolution. However, this requirement will not apply to simultaneous initial offerings of units in India and DR listings on international exchanges. Subsequent DR offerings within the overall limit already approved by unitholders will also not require fresh approval.
The frameworks also prescribe pricing safeguards, requiring that the price of units underlying DRs should not be lower than the corresponding price applicable to domestic investors.
Additionally, disclosures made by REITs and InvITs on international exchanges must also be filed with the recognised stock exchanges within 24 hours. The respective managers must appoint merchant bankers to oversee compliance with the requirements governing DR issuance.
The frameworks further provide that voting rights attached to the underlying units, if any, will be exercised by DR holders through the foreign depository based on their voting instructions. Foreign depositories cannot issue DRs until the domestic custodian confirms receipt of the underlying units.
Both circulars take immediate effect.