India’s capital markets regulator, the Securities and Exchange Board of India (SEBI), has introduced a framework allowing Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) to raise capital from international investors through depository receipts listed on exchanges at GIFT City.
The regulator issued two separate circulars on November 2, 2026, establishing rules for depository receipts backed by units of REITs and InvITs. The move creates an additional fundraising route for Indian property and infrastructure investment trusts and is aimed at widening access to overseas capital.
Editorial Insight
Key Highlights
Important points readers should notice.
Issue/Event: SEBI introduces a framework for depository receipts backed by REIT and InvIT units.
Location: India.
Authority/Organisation: Securities and Exchange Board of India (SEBI).
Action Taken: Two regulatory circulars issued on November 2, 2026, permitting eligible depository receipt listings on specified GIFT City exchanges.
Impact: Eligible real estate and infrastructure trusts gain an additional channel to seek overseas investment.
Under the framework, depository receipts can be listed on the specified international exchanges operating within India's International Financial Services Centre (IFSC): India International Exchange (India INX) and NSE International Exchange. Both exchanges are located at GIFT City in Gujarat.
Depository receipts are foreign-currency-denominated financial instruments issued by an overseas depository against eligible underlying securities held with a domestic custodian. In this arrangement, foreign investors can obtain exposure to eligible Indian REIT and InvIT units through these receipts rather than directly holding the underlying units in the domestic market.
The framework is relevant to two important investment structures. REITs pool money from investors to own and manage income-generating real estate assets, while InvITs provide an investment structure for infrastructure assets such as roads, power transmission networks and other operating infrastructure.
Editorial Analysis
Why This Matters
Real estate and infrastructure projects often require substantial long-term funding. REITs and InvITs allow investors to participate in income-generating property and infrastructure assets through regulated investment structures. By providing an additional route to international investors, the new framework could help eligible Indian trusts diversify their funding sources and broaden their investor base. The move also strengthens GIFT City's role as an international financial services centre by enabling another type of investment instrument to be listed through its exchanges. For companies operating in property, roads, power transmission and other infrastructure segments, access to a wider pool of capital could become relevant to future fundraising plans. The actual benefit will depend on how many trusts use the framework and the level of investor participation.
A key condition introduced by SEBI is that a fresh issue of depository receipts will generally require approval from unitholders, with at least 75 per cent of the votes cast in favour of the proposal. The circulars also specify exceptions, including certain initial public offerings in which units and depository receipts are issued simultaneously and subsequent offerings falling within an overall limit already approved by unitholders.
The regulator has also prescribed conditions governing eligible issuers, offer documents, exchange approvals, pricing, ownership and disclosures. Units issued for depository receipts cannot be priced below the applicable price for a comparable issuance to domestic investors, subject to the framework's provisions.
The rules also provide for investor-related restrictions and safeguards. Resident Indians cannot hold the depository receipts under the specified framework. REIT and InvIT managers, merchant bankers, foreign depositories, domestic custodians and other intermediaries must comply with the applicable regulatory and reporting requirements.
Another important requirement concerns transparency. Disclosures made by REITs and InvITs on international exchanges must also be submitted to recognised Indian stock exchanges within 24 hours. The framework also sets out procedures for recording issuance and cancellation transactions and handling voting instructions attached to the underlying units.
The two circulars provide a regulatory route for Indian investment trusts to reach a broader international investor base through GIFT City's financial market infrastructure. This could help eligible trusts explore additional sources of capital for property and infrastructure assets.
However, the new framework does not automatically bring fresh foreign investment into these trusts. Individual issuances will still depend on eligibility, regulatory compliance, investor demand, approvals and the commercial decisions of the trusts concerned.
For India's infrastructure and real estate sectors, the development represents an additional capital-market channel at a time when long-term financing remains important for expanding transport networks, energy infrastructure, commercial property and other large projects.
