REIT receipts can now list at GIFT City. Indian residents can't buy them

SEBI issued two circulars on 2 November 2026, one for REITs and one for InvITs. They set out how these trusts can issue depository receipts. Both took effect the same day.

A REIT owns rent-earning property, such as office parks and malls. An InvIT owns infrastructure, such as roads and power lines. Units of both trade on Indian stock exchanges.

A receipt, held abroad, on units held here

A depository receipt, or DR, is a certificate issued by a foreign depository. It is priced in a foreign currency and backed by units kept with a custodian in India.

So the units stay in India. The receipt is what trades. Its holder gets the economic interest in the units behind it.

SEBI has allowed only two exchanges for these receipts:

• India International Exchange (India INX)
• NSE International Exchange

Both sit in the International Financial Services Centre at GIFT City, Gujarat. Listing on an exchange elsewhere in the world is not part of this framework.

The one line that shuts residents out

Paragraph 5(3) of each circular reads: "A DR holder, including its Beneficial Owner(s), shall not be a person resident in India."

The beneficial owner is the person who ultimately owns or controls the holding, as defined in India's anti-money-laundering rules. So a resident cannot be the owner behind a company or trust abroad that holds the receipt.

The circular puts the duty to comply on the DR holder. A family with a child who lives and works abroad sits on both sides of this line. The child can hold the receipts. The parents in India cannot.

Your vote comes first

A REIT or InvIT needs its unitholders' approval before any fresh issue of receipts. The resolution passes only if at least 75% of the votes cast are in favour.

The test counts only the votes cast. Units that do not vote are left out.

As an illustration, if holders of 40% of a trust's units vote, the resolution needs yes votes from holders of at least 30% of all units.

There are two exceptions:

• A trust making its first public offer in India and issuing receipts at the same time needs no separate vote.
• Later issues within a limit unitholders have already approved need no fresh vote.

Existing units can move into receipts

A trust can back the receipts with new units or with units transferred by existing holders. When it uses existing units, paragraph 7(4) requires it to give all existing unitholders an opportunity to tender their units.

The circular does not set the terms of that offer. Those will come in each trust's own documents.

The price also has a floor. Units issued or transferred for receipts cannot be priced below what the same kind of issue to Indian investors would cost.

Limits on how much can move

Units held for receipts count as non-public holdings. Each trust must still meet SEBI's minimum public unitholding when it issues receipts, which caps how many units can go into them.

A holder's receipts and their units in India are added together for the trusts' holding limits. A buyer cannot get past a cap by splitting a stake between the two.

Voting on the units behind a receipt goes through the foreign depository, on instructions from the receipt holder only.

Privately placed InvITs

The InvIT circular adds two rules for InvITs that raised money privately rather than through a public offer. Each receipt must be backed by units of at least the value set in regulation 14(2)(c) of the InvIT Regulations. New receipts can be bought only by the foreign investors named in regulation 14(2)(b).

Still to be seen

• Which trusts use it. Each trust decides for itself, and most issues need a unitholder vote first.
• Tax. The circulars do not deal with tax on the receipts, or on units tendered by Indian holders. That needs a CA's view on the facts of each case.
• Tender terms. How many units each trust takes, and at what price above the floor, will be in its offer documents.

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Questions

Can resident Indians buy REIT or InvIT depository receipts at GIFT City?

No. Paragraph 5(3) of SEBI's circulars of 2 November 2026 says a DR holder, including its beneficial owner, shall not be a person resident in India.

Where can REIT and InvIT depository receipts be listed?

Only on India International Exchange and NSE International Exchange, both in the International Financial Services Centre at GIFT City.

Do REIT unitholders get a vote before depository receipts are issued?

Yes, for a fresh issue. At least 75% of the votes cast must be in favour. A trust's first public offer made together with a receipt issue, and later issues within an approved limit, need no separate vote.

Can an existing REIT or InvIT unitholder convert units into depository receipts?

When a trust backs receipts with existing units, it must give all existing unitholders an opportunity to tender their units. The terms will be in each trust's offer documents.

How are REIT depository receipts priced?

Units issued or transferred for receipts cannot be priced below the price for the corresponding kind of issue to Indian investors.

Sources

1. SEBI circular HO/17/11/19(7)2026-DDHS-RAC/I/24932/2026, Framework for issuance of depository receipts on units of REITs (2 Nov 2026)
2. SEBI circular HO/17/11/19(7)2026-DDHS-RAC/I/24930/2026, Framework for issuance of depository receipts on units of InvITs (2 Nov 2026)
3. SEBI, REIT circular text (PDF, 2 Nov 2026)
4. SEBI, InvIT circular text (PDF, 2 Nov 2026)
5. SEBI, circulars listing, checked 6 Nov 2026

Compound is analysis, not investment advice. Reva Money is not a SEBI-registered investment adviser.