Sebi sets rules for depositary receipts on REIT and InvIT units

Sebi, India's securities regulator, issued rules on 2 November 2026 that let foreign investors reach REITs and InvITs through depositary receipts. The stated aim is to attract more foreign capital into these two sectors.

What happened

The regulator published a framework for depositary receipts linked to units of real estate investment trusts (REITs) and infrastructure investment trusts (InvITs). A depositary receipt is a certificate that represents units and can be held by investors outside India. The measure is meant to widen the pool of foreign buyers for these vehicles.

Under the rules, a REIT or InvIT that wants to issue receipts must first obtain approvals from both local and international exchanges. This places a two-step listing obligation on the issuer.

The framework also sets a governance condition. Any fresh offerings require a minimum of 75% consent from unitholders.

Why it matters

REITs and InvITs pool money from investors to own income-producing real estate and infrastructure assets. Until now, the route for foreign participation in these units has been narrower. The new rules create a defined channel through receipts, and the regulator links it directly to its goal of drawing in foreign capital.

The two conditions shape how that channel will work. The exchange approvals put the burden on issuers, who must satisfy the requirements of more than one venue. The 75% consent threshold gives existing unitholders a strong voice, because a proposal for a fresh offering needs broad backing before it can proceed.

The information available covers only the main elements of the framework. It does not state which international exchanges qualify, when the rules take effect or what further conditions apply. Those details will decide how quickly issuers can use the route.

For investors, this is a regulatory change in how foreign money may reach Indian REITs and InvITs. Its practical effect will depend on how issuers use it.

What to watch next

The first point is whether any REIT or InvIT applies for the required approvals from local and international exchanges. The handling of those applications will show how demanding the requirement is for issuers.

Unitholder votes are the second point. With at least 75% consent needed for fresh offerings, the result of any proposal will show how existing holders view issuance through receipts.

The full text of the rules, or further guidance from Sebi, would add detail on the exchanges concerned, the effective dates and any other conditions.