On 12 October 2026, the Securities and Exchange Board of India (SEBI) notified the SEBI (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2026, further amending the SEBI (Infrastructure Investment Trusts) Regulations, 2014.
The amendments came into force from 14 October, enable issuance of Depository Receipts (DRs) on InvIT units, replace certain approval requirements based on “seventy five per cent of unitholders by value” with a threshold based on “seventy five per cent of votes cast”, and provide an exit mechanism for dissenting unitholders upon the exit of a sponsor in an InvIT with multiple sponsors.
The SEBI (Infrastructure Investment Trusts) Regulations, 2014 govern the establishment and operation of Infrastructure Investment Trusts in India. Prior to this amendment, certain significant transactions and matters required approval from seventy five per cent of unitholders by value, and the regulations did not expressly provide for the issuance of depository receipts on InvIT units. The latest amendments seek to facilitate broader market participation, align voting requirements with a votes-cast framework, and strengthen investor protection during sponsor exits.
The following are the key changes and implications:
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A new Regulation 14(5C) has been inserted to provide that Depository Receipts may be issued on units of an InvIT, subject to compliance with the regulations and in the manner specified by SEBI. Therefore, InvITs may access additional avenues for investor participation through depository receipt structures, subject to SEBI’s specified framework.
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Revision of unitholder approval threshold under Regulation 22(5A)
Earlier position:
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Approval required from seventy five per cent of unitholders by value.
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Approvalwill be obtained if at least seventy five per cent of the total votes cast in favour of the resolution.
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Changes in approval requirements for related party matters under Regulation 22(5C)
Earlier position:
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Approval required from seventy five per cent of unitholders by value excluding related parties.
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Approval will be obtained where votes cast in favour constitute at least seventy five per cent of the total votes cast, excluding votes cast by parties related to the transaction.
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Similar change under Regulation 22(7)(a)
The amendment replaces the requirement of approval from seventy five per cent of unitholders by value excluding related parties with approval based on at least seventy five per cent of total votes cast in favour, excluding votes cast by related parties.
Therefore, voting requirements across specified provisions are aligned to a uniform votes-cast framework.
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Exit option for dissenting unitholders on sponsor exit
A new Regulation 22(7)(b)(iv) has been inserted.
Where an InvIT has multiple sponsors and one sponsor exits:
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The outgoing sponsor or its sponsor group entities; or
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Any continuing sponsor or its sponsor group entities,
shall provide dissenting unitholders an option to exit by purchasing their units in the manner specified by SEBI.
Amended position:
Therefore, the approval test shifts from ownership value to voting participation and outcome.
Amended position:
Therefore, the related-party exclusions continue, but the threshold now depends on votes cast rather than unitholding value.
Therefore, additional investor protection is provided where sponsor changes may affect the investment expectations of unitholders.
The amendments introduce both market-development and investor-protection measures. InvITs may benefit from the express recognition of depository receipts on InvIT units, potentially widening investor access and participation. Overall, the amendments seek to modernise the InvIT regulatory framework, streamline voting requirements, and enhance safeguards for minority unitholders.
Also Read
[SEBI(Infrastructure Investment Trusts) (Second Amendment) Regulations, 2026, dated 14-10-2026]
