SEBI REIT and InvIT Depository Receipts on GIFT City Exchanges, Explained

SEBI has opened a formal route for Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) to raise foreign capital through depository receipts (DRs) listed at GIFT City.

On Monday, 2 November 2026, the regulator issued two circulars: one for DRs on REIT units, and one for DRs on InvIT units. Moneycontrol (Brajesh Kumar, 8:01 pm IST that day) and LiveLaw Biz (Shilpa Soman, 3 November 2026, 12:44 pm IST) report the same core design. DRs are foreign-currency instruments issued by a foreign depository against units parked with a domestic custodian. Holders get exposure to Indian REITs and InvITs without holding the units directly in the domestic market.

Both circulars take immediate effect, LiveLaw Biz reported.

The 60-second version

• What changed: SEBI frameworks dated 2 November 2026 let registered REITs and InvITs issue DRs backed by their units.
• Where they list: India INX and NSE International Exchange at GIFT City (IFSC). Listing must meet the highest standards set for foreign issuers, LiveLaw Biz reported.
• Who can hold them: DR holders and beneficial owners must be non-residents. Residents of India are out.
• Unitholder vote: Fresh DR issues need at least 75 percent of votes cast in favour. Simultaneous IPO-plus-DR listings, and later issues inside an already approved limit, are exempt from a fresh vote.
• Price floor in simultaneous deals: Units for DRs cannot price below the domestic investor price in the matching Indian offer, Moneycontrol reported.
• Process: Manager appoints a merchant banker. SEBI aims to comment within 7 working days. Exchanges decide in-principle approval within 15 working days of a complete application, Moneycontrol reported.
• Disclosures: Anything filed on the international exchange must also reach recognised Indian exchanges within 24 hours.

What a depository receipt is in this framework

Moneycontrol's definition is the plain one used in the Indian market. A DR is a foreign-currency instrument. A foreign depository issues it. The underlying is units of the REIT or InvIT, deposited with a domestic custodian.

The point of the product, in Moneycontrol's framing, is another channel for foreign investment into Indian real estate and infrastructure trusts. The investor holds the receipt abroad. The units stay in India under the custodian.

LiveLaw Biz adds the custody gate: the foreign depository cannot issue the DRs until the domestic custodian confirms it has received the underlying units.

The two exchanges at GIFT City

SEBI did not open every foreign board. Moneycontrol and LiveLaw Biz both name only:

1. India International Exchange (India INX)
2. NSE International Exchange (NSE IX)

Both sit in the International Financial Services Centre at GIFT City, Gujarat. The SEBI REIT circular PDF, as summarised in public copies, calls that IFSC the permissible jurisdiction and those two venues the specified international exchanges.

LiveLaw Biz says the listing must comply with the highest applicable level or standards prescribed for foreign issuers on those exchanges.

The 75 percent vote, and when it is not needed

Unitholder consent is the headline control.

Moneycontrol and LiveLaw Biz report the same rule. Any fresh issue of DRs needs prior approval from unitholders. The resolution must pass with at least 75 percent of the total votes cast in favour.

Two carve-outs sit next to that rule:

1. Simultaneous listing. If the REIT or InvIT is doing an initial offer of units in India and, at the same time, issuing DRs for listing abroad, that fresh-issue vote is not required.
2. Already approved limit. Later DR offerings that stay inside an overall limit unitholders have already approved also skip a new vote.

Moneycontrol adds a fairness rule when existing unitholders transfer units so that DRs can be issued and listed. The trust must give all existing unitholders a chance to tender and take part in that offering. Units deposited for DRs are treated as non-public unitholding when the trust calculates minimum public unitholding, Moneycontrol reported. The trust must still meet the public-unitholding requirement at the time of the DR issue.

Pricing, timelines, and the merchant banker

In simultaneous listings, Moneycontrol reports a hard floor. The price of units issued or transferred for DRs cannot be lower than the price that applies to domestic investors in the matching initial offer, preferential allotment or institutional placement. LiveLaw Biz states the same safeguard without naming every offer type.

Process steps Moneycontrol attributes to the framework:

• The manager (REIT) or investment manager (InvIT) must appoint a merchant banker to oversee DR-issuance compliance.
• The merchant banker also submits a compliance report, which goes before the board of the manager or investment manager.
• For a fresh issue, the manager files the initial offer document with SEBI and the recognised stock exchange through that merchant banker.
• SEBI will try to send comments within 7 working days of receiving the document.
• The stock exchange takes those comments into account and decides on in-principle approval within 15 working days of getting the application and the required papers.
• A final offer document is filed with the exchange and with SEBI for the record.

LiveLaw Biz stresses the disclosure loop. Disclosures the trust makes on the international exchange must also be filed with recognised Indian exchanges within 24 hours.

Eligibility: who can issue, and who can hold

Holding is the cleaner line. Moneycontrol and LiveLaw Biz both say a DR holder, including beneficial owners, cannot be a person resident in India. The holder and the beneficial owners carry the duty to stay inside that rule.

On the issuer side, Moneycontrol lists conditions that LiveLaw Biz summarises in shorter form:

• The REIT or InvIT must be in compliance with the relevant SEBI REIT or InvIT regulations.
• The trust, parties to the trust, their directors, promoters and partners, and unitholders transferring units must not be debarred from accessing the capital market by SEBI.
• They must not be wilful defaulters.
• They must not be fugitive economic offenders.
• None of the parties, or their directors, promoters and partners, should be a promoter or director of another company or investment trust that is itself debarred from the capital market.

Voting rights on the underlying units

DRs do not automatically strip the economic claim from governance. Moneycontrol reports that voting rights attached to the units underlying DRs, wherever applicable, can be exercised by DR holders through the foreign depository, and only on the basis of voting instructions those holders give.

That is instruction-led voting, not a free hand for the depository.

What this is not

Two nearby SEBI items can blur into this story. They should stay separate.

Offer for Sale cooling-off for illiquid private InvITs. Taxguru and daily current-affairs digests describe a separate SEBI change that cut the OFS cooling-off period for illiquid privately listed InvITs from 12 weeks to 8 weeks. That is not the DR circular. This piece does not treat the OFS change as part of the GIFT City DR framework.

Ordinary overseas listing of Indian company shares. The REIT and InvIT DR route is about units of investment trusts, not about equity shares of operating companies. The circulars Moneycontrol and LiveLaw Biz describe are trust-specific.

Why the timing matters for Indian markets

Indian REITs and InvITs already raise money from domestic unitholders and from foreign portfolio investors who can buy units on Indian exchanges under existing rules. The DR path, as Moneycontrol frames it, adds a foreign-currency listing at GIFT City for investors who prefer that wrapper.

Whether any named REIT or InvIT actually files a DR offer document is the next factual test. Neither Moneycontrol nor LiveLaw Biz, in the copies read for this piece, named a first issuer or a first deal size.

What to watch next

1. The first filing. Which REIT or InvIT is first to file an initial DR offer document with SEBI and an Indian exchange.
2. Unitholder meetings. Fresh DR issues outside the simultaneous-IPO carve-out will need that 75 percent of votes cast resolution.
3. Pricing in simultaneous deals. Whether the domestic offer price and the DR-linked unit price stay locked as Moneycontrol described.
4. Public unitholding maths. How trusts treat units parked for DRs as non-public while still clearing the minimum public float.
5. 24-hour disclosure practice. Whether international filings land on Indian exchanges inside the window LiveLaw Biz and Moneycontrol reported.
6. Any later FAQ or clarification from SEBI on beneficial-owner residency checks, since the compliance duty sits with the DR holder.

SEBI has written the GIFT City DR rulebook for REITs and InvITs. The market now has to use it.

---

This explainer is based on Moneycontrol (Brajesh Kumar), "SEBI allows REITs, InvITs to issue depository receipts on GIFT City exchanges; sets 75 percent approval norm", 2 November 2026, 8:01 pm IST, for the definition of DRs, the India INX and NSE International Exchange venues, the 75 percent vote and its carve-outs, the tender offer to existing unitholders, eligibility conditions, pricing floor, merchant banker and timeline rules, public-unitholding treatment, 24-hour disclosure, and voting through the foreign depository. LiveLaw Biz (Shilpa Soman), "SEBI Introduces Framework For REITs, InvITs To Issue Depository Receipts To Foreign Investors", 3 November 2026, 12:44 pm IST, is cited for immediate effect, the non-resident holder rule, the highest-standards listing line, the custody confirmation gate before DRs can be issued, and the matching 75 percent and disclosure rules. Public summaries of SEBI's 2 November 2026 REIT circular PDF are used only where they match those outlets on the IFSC exchange names. The separate OFS cooling-off change for illiquid private InvITs is noted as a different SEBI instrument and is not treated as part of the DR framework. No named issuer deal was in the copies read for this piece.