The Securities and Exchange Board of India (SEBI), on November 02, 2026, introduced a framework for issuance of Depository Receipts (DRs) against units of Infrastructure Investment Trusts (InvITs), pursuant to Regulation 14(5C) of the SEBI (Infrastructure Investment Trusts) Regulations, 2014. The framework permits eligible InvITs to issue fresh units or facilitate the transfer of existing units by unitholders for DR issuance. DRs may be issued only in GIFT IFSC and listed on India International Exchange or NSE International Exchange.
The framework prescribes eligibility conditions for InvITs, their parties and transferring unitholders, including restrictions relating to market debarment, wilful defaulter status and fugitive economic offender status. DR holders and their beneficial owners must be non-residents of India. Fresh DR issuance generally requires prior unitholder approval, with at least 75% of votes cast in favour, subject to specified exceptions. The Investment Manager is required to appoint a merchant banker, ensure compliance with applicable laws and SEBI regulations, maintain minimum public unitholding requirements and ensure compliance with prescribed holding limits. Further, disclosures made on International Exchanges must be filed with recognised Indian stock exchanges within 24 hours.
The framework also prescribes pricing requirements, voting rights of DR holders and obligations of Indian Depositories, Foreign Depositories and Domestic Custodians. The issue or transfer price of underlying units cannot be lower than the corresponding price applicable to domestic investors. The Foreign Depository may issue DRs only after confirmation of receipt of the underlying units by the Domestic Custodian. The framework has come into force with immediate effect from 2 November 2026.
[SEBI Circular No. HO/17/11/19(7)2026-DDHS-RAC/I/24930/2026]
