Sebi approves Depository Receipts against REIT and InvIT units
28 Sep 2026
The Securities and Exchange Board of India (Sebi) board has approved a proposal to allow Depository Receipts (DRs) to be issued against units of Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs). The move is intended to facilitate foreign capital inflows into these investment vehicles. The regulator also approved changes to voting thresholds, sponsor exit offers and the definition of dissenting unitholders under REIT and InvIT regulations. Separately, Sebi approved changes covering research analyst communications and expanded the regulatory framework for vault managers handling bullion underlying specified bullion-related instruments.
The Securities and Exchange Board of India (Sebi) board has approved a proposal to enable the issuance of Depository Receipts (DRs) against units of Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs), with the aim of facilitating greater foreign capital participation in these investment vehicles.
DRs are foreign currency-denominated instruments issued by a foreign depository in a permissible jurisdiction against securities deposited with a domestic custodian in India. Sebi said amendments to the REIT and InvIT regulations would provide for the issuance of DRs against their units.
The Sebi board also approved changes to voting requirements under the REIT and InvIT regulations. Currently, certain matters require approval from unitholders holding at least 75 per cent of all outstanding units, regardless of how many unitholders participate in the vote. The threshold will now be calculated as 75 per cent of the total votes cast. Sebi said the change would address difficulties caused by dispersed ownership and the non-participation of some unitholders.
Changes were also approved to the framework governing exit offers when there is a change in sponsor. Where one of multiple sponsors exits, the exit offer can be made either by the outgoing sponsor or its group entities, or by the continuing sponsor or its group entities.
Sebi also clarified that dissenting unitholders would refer only to those who vote against a resolution and would not include unitholders who do not participate in the voting. All units tendered under an exit offer will also have to be accepted. If the minimum public unitholding falls below the prescribed threshold after the offer, compliance will have to be restored within one year.
Separately, the Sebi board approved amendments to the Research Analysts Regulations to relax the requirement for research analysts and research entities to maintain recordings of communications with institutional investor clients. The regulator said the change was aimed at easing business operations and reducing compliance requirements related to record maintenance.
The board also approved amendments to the Sebi (Vault Managers) Regulations, 2021, expanding the framework for vault managers and vaulting services for bullion underlying Sebi-specified bullion-related instruments.
The existing framework primarily covered vaulting services for gold underlying Electronic Gold Receipts (EGRs). The amended framework will extend it to bullion underlying other Sebi-specified instruments, including Gold and Silver Exchange Traded Funds (ETFs) and bullion derivatives.
The amendments will replace the EGR-specific framework with a product-neutral framework covering bullion-related instruments. Sebi has also increased the minimum net worth requirement for vault managers from INR 50 crore to INR 75 crore.
The revised framework will strengthen requirements covering the storage and safekeeping of bullion, segregation, reconciliation, security, insurance, governance and risk management. Security requirements will also address risks such as theft, burglary, fire, fraud, terrorism and cyber-attacks. Vault
managers will additionally be required to appoint a compliance officer.
Sebi said a consequential circular will be issued to operationalise the amended framework. The circular will cover requirements related to storage and safekeeping, quality standards, reconciliation, inspection, audit, insurance, security, infrastructure, risk management and grievance redressal.