SEBI REIT Depository Receipts Framework 2026: Issuance, Eligibility and Disclosure Checklist
The framework permits foreign-currency depository receipts backed by REIT units on specified international exchanges and takes effect immediately.
Search intent and key terms
Primary keyword: SEBI REIT depository receipts framework 2026
Intent: Informational compliance update for REIT managers, merchant bankers, custodians, depositories, exchanges and capital-markets teams.
Direct answer
SEBI has issued an immediately effective framework for foreign-currency depository receipts backed by units of Indian REITs and listed on specified international exchanges. Circular HO/17/11/19(7)2026-DDHS-RAC/I/24932/2026, dated 2 November 2026, sets eligibility, filing, unitholder approval, pricing, disclosure, voting, holding-limit and custody requirements.
The framework applies to Indian REITs, REIT parties, recognised stock exchanges, registered depositories, domestic custodians and the Indian REITs Association. The Best CS Firm In India implementation is to map every participant, approval, filing and data flow before the offer document is filed.
Framework snapshot
| Item | SEBI requirement |
|---|---|
| Instrument | Foreign-currency depository receipt backed by REIT units |
| Foreign depository | Eligible, regulated in a permissible jurisdiction and legally able to issue DRs |
| Underlying | Only units of the REIT |
| Domestic custodian | Must be registered with SEBI |
| Permissible jurisdiction | International Financial Services Centre in India |
| Specified exchanges | India International Exchange and NSE International Exchange |
| DR holder | Including beneficial owners, must not be resident in India |
| Effective date | Immediate effect from 2 November 2026 |
Eligibility checks before filing
- Confirm the REIT complies with the SEBI REIT Regulations.
- Check debarment status of the REIT, REIT parties and specified connected persons.
- Check that relevant persons are not wilful defaulters or fugitive economic offenders.
- Verify that transferring unitholders satisfy the applicable eligibility conditions.
- Document that the DR holder and beneficial owners are not resident in India.
- Confirm the foreign depository is regulated and legally capable in the permissible jurisdiction.
Issuance and approval timeline
| Step | Requirement or timeline |
|---|---|
| Merchant banker | Manager appoints one to oversee compliance |
| Initial offer document | Filed with SEBI and recognised stock exchanges |
| SEBI comments | Endeavour within 7 working days of receipt |
| Exchange in-principle decision | Within 15 working days of application and required documents |
| Final offer document | Filed with exchanges and SEBI for record |
| Fresh DR issue | Generally needs at least 75% of votes cast in favour |
| Transfer by existing holders | Opportunity must be offered to all existing unitholders |
| Simultaneous REIT IPO and DR | DR issue follows domestic trading approval |
Manager, disclosure and voting controls
The REIT manager must ensure compliance with the framework, REIT Regulations, FEMA, PMLA and applicable RBI and Government requirements. The merchant banker’s compliance report must be placed before the manager’s board.
- Treat units held for DR issuance as non-public for minimum public unitholding calculations.
- Aggregate domestic units and DR-backed units for applicable holding limits.
- File international-exchange public disclosures with the recognised Indian exchange within 24 hours.
- Provide that voting on underlying units occurs through the foreign depository on the DR holder’s instructions.
- Maintain agreements and controls among the manager, foreign depository, domestic custodian and Indian depository.
Pricing, custody and fungibility
| Area | Control |
|---|---|
| Simultaneous issue | DR-linked unit price cannot be below the applicable domestic issue or transfer price |
| Other issue or transfer | Price cannot be below the corresponding domestic mode |
| Custodian records | Maintain issue and cancellation transactions |
| Depository reporting | Disseminate outstanding DR-backed units and conversion capacity |
| Issuance gate | Foreign depository waits for custodian confirmation of underlying units |
| Reissuance | Two-way fungibility reissuance is not treated as a fresh DR issue |
Implementation checklist
- Prepare a responsibility matrix across manager, merchant banker, exchanges, depositories and custodian.
- Build eligibility certificates and a beneficial-owner residency check.
- Draft unitholder resolution language and calculate the approved overall limit.
- Reconcile pricing to the corresponding domestic issue route.
- Test the 24-hour cross-market disclosure workflow.
- Configure holding-limit aggregation and minimum public unitholding monitoring.
- Document voting instructions, issue, cancellation and reissuance controls.
- Retain offer documents, approvals, compliance reports and custodian confirmations.
Founder / Business Takeaway
SEBI has opened an international-market route for REIT units, but the framework is control-heavy. Managers should not treat it as a listing exercise alone: eligibility, residency, approvals, pricing, disclosures, holding limits, voting and custody must operate as one evidence-backed process.
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Sources and verification
https://www.sebi.gov.in/legal/circulars/nov-2026/framework-for-issuance-of-depository-receipts-on-units-of-reits-_105558.html
https://www.sebi.gov.in/sebi_data/attachdocs/nov-2026/1793621551097.pdf
https://www.sebi.gov.in/legal/regulations/sep-2014/sebi-real-estate-investment-trusts-regulations-2014-last-amended-on-april-17-2026-_39874.html
Frequently Asked Questions
What is a REIT depository receipt under the new framework?
It is a foreign-currency instrument listed on an international exchange and issued by a foreign depository against REIT units deposited with a SEBI-registered domestic custodian.
Where may the depository receipts be listed?
The circular identifies India’s International Financial Services Centre as the permissible jurisdiction and India International Exchange and NSE International Exchange as the specified exchanges.
Is unitholder approval required for a fresh issue?
A fresh issue generally requires approval with at least 75% of votes cast in favour, subject to the circular’s exceptions for specified simultaneous issues and approved overall limits.
When does the SEBI circular take effect?
The circular states that its provisions come into force with immediate effect from 2 November 2026.
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