Policies · BFSI
SEBI has issued separate circulars allowing REITs and InvITs to raise capital from foreign investors through Depository Receipts listed on permitted international exchanges, with immediate effect.
✦ AI SUMMARY 30-second read
- Only non-resident DR holders and their beneficial owners are eligible to hold the instruments, which may be listed on the India International Exchange and NSE International Exchange.
- Fresh DR issuances require prior unitholder approval by at least 75 per cent of total votes cast, with exceptions for simultaneous initial offerings and subsequent issuances within already-approved limits.
- Disclosures made on international exchanges must be filed with recognised domestic stock exchanges within 24 hours, and managers must appoint merchant bankers to oversee compliance.
Why it matters: The frameworks open a regulated channel for foreign capital to flow into Indian real estate and infrastructure trusts through internationally listed instruments.
This summary was generated by AI. Editors may review and update it.
Document details
| Document type | Framework |
|---|---|
| Issued by | SEBI |
| Region | India |
| Published | 3 November 2026 |
SEBI introduced frameworks on November 2, 2026, enabling REITs and InvITs to issue Depository Receipts to foreign investors. The frameworks set out eligibility, pricing, disclosure and compliance requirements governing such issuances.
The circulars took immediate effect. Under the new rules, DRs may be listed on the India International Exchange and NSE International Exchange, subject to the highest standards prescribed for foreign issuers on those platforms.
Eligibility is restricted to DR holders and their beneficial owners who are non-residents of India.
What the document says
Trusts seeking to issue DRs must comply with the relevant SEBI regulations and must not be wilful defaulters, fugitive economic offenders or debarred from accessing the capital market.
Any fresh DR issuance requires unitholder approval, with at least 75 per cent of total votes cast in favour. This threshold does not apply to simultaneous initial offerings of units in India alongside DR listings on international exchanges, nor to subsequent offerings that fall within an overall limit already approved by unitholders.
The price of units underlying DRs cannot be lower than the price applicable to domestic investors, providing a pricing safeguard for the domestic market.
Foreign depositories are barred from issuing DRs until the domestic custodian confirms receipt of the underlying units. Voting rights attached to the underlying units, where applicable, are exercised by DR holders through the foreign depository on the basis of their voting instructions.
Compliance and disclosure obligations
Any disclosures that REITs or InvITs make on international exchanges must also be filed with recognised domestic stock exchanges within 24 hours.
The respective managers of the trusts are required to appoint merchant bankers to oversee adherence to the DR issuance requirements set out in the frameworks.
