SEBI lets REITs issue depository receipts to overseas investors at GIFT City
SEBI has issued a framework, effective immediately, under which REITs can issue depository receipts on their units, listed only on GIFT City's international exchanges, to non-resident investors.
Key points
- SEBI issued a framework on 2 November 2026 for REITs to issue depository receipts on their units, effective immediately.
- The receipts can be listed only on India INX or NSE IX at GIFT City, and a fresh issue needs at least 75% unitholder approval.
- Overseas buyers cannot get units below the domestic price, and Indian residents cannot hold these receipts, SEBI said.
The Securities and Exchange Board of India (SEBI) has issued a framework that lets Real Estate Investment Trusts (REITs) offer their units to overseas investors through depository receipts listed at GIFT City. The circular, dated 2 November 2026, comes into force with immediate effect.
What Happened
A REIT pools money from investors to own income-earning property such as office parks, and its units trade on stock exchanges. A depository receipt is a foreign-currency instrument issued by an overseas depository against units held in India by a domestic custodian.
Under the circular, a REIT may issue new units, or existing unitholders may transfer units, for depository receipts only in the International Financial Services Centre in India. The receipts must be listed on India International Exchange or NSE International Exchange. A holder of these receipts, including its beneficial owner, cannot be a person resident in India.
A REIT qualifies only if it complies with SEBI's REIT rules and if the REIT, the parties to it and unitholders transferring units are not debarred from the capital market by SEBI and are not wilful defaulters. Any fresh issue needs prior approval of unitholders, with at least 75% of votes cast in favour. When existing unitholders' units are used, the REIT must give all its unitholders a chance to take part.
Units must not be issued or transferred for depository receipts at less than the price that applies to domestic investors for the same kind of issue. Units held for the receipts count as non-public holding. Any disclosure the REIT makes on the overseas exchange must also be filed with the Indian stock exchange within 24 hours. SEBI said it will try to send its comments on an offer document to the stock exchange within 7 working days, and the exchange is to decide on approval within 15 working days.
What It Means
For existing REIT unitholders in India, the main protections are the 75% approval vote on any fresh issue and the rule that overseas buyers cannot get units cheaper than domestic investors. Indian residents cannot hold these depository receipts. The 24-hour rule means anything a REIT tells overseas investors must also reach Indian investors on the Indian exchange. Unitholders with a complaint against a REIT manager can use SEBI's SCORES portal at https://scores.sebi.gov.in.
Source: SEBI circular
Sources & Citations
- SEBI circular — Securities and Exchange Board of India