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Business & Stocks Economic Times Markets • Nov 02, 2026

SEBI Unveils Regulatory Framework for Depositary Receipts on REITs and InvITs to Boost Foreign Capital Inflows

💡 Key Takeaways

•SEBI introduced a regulatory framework permitting depositary receipts on REITs and InvITs.
•Issuance requires approvals from both local and international exchanges.
•A mandatory minimum of 75% consent from unitholders is required for fresh offerings.

NEW DELHI [NCRBuzz Wire] — **Securities and Exchange Board of India has officially promulgated a groundbreaking regulatory framework allowing foreign institutional and retail investors to access Real Estate Investment Trusts and Infrastructure Investment Trusts through depositary receipts.** This strategic policy intervention is engineered to accelerate foreign capital inflows, deepen domestic liquidity pools, and modernize India's alternative investment asset classes.

### Fiscal Parameters & Compliance Metrics

**Issuing entities seeking to list depositary receipts must meticulously navigate stringent dual-exchange approval protocols while satisfying a statutory minimum 75% affirmative vote from existing unitholders.** The table below outlines the core financial compliance metrics mandated under the latest SEBI circular:

| Compliance Parameter | Regulatory Mandate / Threshold |

| :--- | :--- |

| **Minimum Unitholder Consent** | 75% absolute majority for fresh offerings |

| **Exchange Approvals** | Mandatory dual clearance (Domestic & International) |

| **Target Asset Classes** | REITs and InvITs units |

| **Primary Objective** | Expansion of foreign capital influx and market liquidity |

### Regulatory Architecture and Market Mechanics

**The underlying driver for this regulatory update stems from SEBI's strategic intent to align Indian alternative investment vehicles with global financial standards and bridge infrastructure funding deficits.** While established REITs and InvITs in India were previously accessible to foreign participants via specific legacy routes, the creation of a standardized depositary receipt mechanism removes structural frictions for cross-border capital allocation.

### Investor Implications & Outlook

**Market participants and asset managers must recalibrate their governance structures to comply with the 75% unitholder approval threshold before initiating international fundraising rounds.** Financial analysts project that this regulatory clarity will catalyze substantial institutional inflows into commercial real estate and core infrastructure projects over the upcoming fiscal quarters.

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🏛️ Background Context

Historically, Indian capital markets have progressively opened up to foreign portfolio investments (FPIs) across various sectors. The integration of REITs and InvITs into the depositary receipt ecosystem follows continuous industry demands to widen the investor base and provide seamless channels for global capital deployment into India's booming real estate and infrastructure sectors.

💡 Citizen & Commuter Quick Explainer (FAQ)

Q1: What is the new SEBI framework for REITs and InvITs?

The framework allows foreign investors to invest in REITs and InvITs through depositary receipts issued by compliant entities.

Q2: What are the approval requirements for issuing depositary receipts?

Entities must obtain approvals from both local and international exchanges, alongside a minimum of 75% unitholder consent.

Q3: Why did SEBI introduce this framework?

The regulation aims to boost foreign capital inflows and enhance market liquidity within India's alternative investment asset classes.

Verified Wires: Economic Times Markets Original Wire Dispatch ↗

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