SEBI amends InvIT Regulations 2014 to permit Depository Receipts and revise unitholder approval thresholds

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Published 26 October 2026

Statutes: Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014
Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2026
Source: SCC Times

Bottom Line Up Front (BLUF)

SEBI has notified the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2026. These amendments permit the issuance of depository receipts on InvIT units, revise the methodology for obtaining specified unitholder approvals, and introduce an exit option for dissenting unitholders when a sponsor exits an InvIT with multiple sponsors.

Ratio Decidendi · Legal Principle Established

Not applicable for a legislative amendment.

Practice & Procedural Impact for Advocates

Advocates and litigants dealing with InvITs should review the amended regulations for new avenues for capital raising through depository receipts and updated procedures for unitholder approvals. Dissenting unitholders now have an exit option in specific sponsor exit scenarios.

Key Legal Takeaways

1Depository receipts can now be issued on InvIT units.
2Methodology for obtaining specified unitholder approvals has been revised.
3Dissenting unitholders have an exit option when a sponsor exits an InvIT with multiple sponsors.

The Legal Issue SEBI has introduced amendments to the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, through the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2026. These amendments address several key areas concerning the operation and governance of Infrastructure Investment Trusts (InvITs).

Court's Reasoning Not applicable, as this is a legislative amendment by SEBI, not a court judgment. The amendments aim to enhance the regulatory framework for InvITs by permitting new financial instruments, streamlining approval processes, and providing safeguards for unitholders.

What Follows Following these amendments, InvITs are now permitted to issue depository receipts based on their units. The process for obtaining specific unitholder approvals has been revised, requiring compliance with the new methodology. Furthermore, in situations where an InvIT has multiple sponsors and one sponsor exits, dissenting unitholders are now provided with an exit option, offering them a mechanism to divest their holdings.