Summary: The Securities and Exchange Board of India (SEBI) has notified the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2026, through Notification No. SEBI/LAD-DOP/2026/327 dated 12 October 2026. Published in the Official Gazette on 14 October 2026, the amendments came into force on the date of publication. Issued under Section 30 read with Sections 11 and 12 of the SEBI Act, 1992, the notification introduces changes to Regulations 14 and 22 of the SEBI (Infrastructure Investment Trusts) Regulations, 2014.
A significant amendment is the insertion of Regulation 14(5C), expressly permitting the issuance of Depository Receipts on units of Infrastructure Investment Trusts (InvITs), subject to compliance with the applicable regulations and the manner specified by SEBI. This provides a regulatory framework for such instruments while retaining SEBI’s authority to prescribe the applicable issuance requirements. The development follows SEBI’s broader regulatory reforms concerning InvITs and REITs.
The notification also modifies the unitholder approval provisions under Regulation 22. Under the amended framework, the requisite approval is determined by votes cast in favour of a resolution being at least 75% of the total votes cast, replacing the earlier requirement based on approval from 75% of unitholders by value. For specified transactions, votes cast by parties related to the transaction are excluded from the calculation. These changes affect the approval mechanisms under Regulations 22(5A), 22(5C) and 22(7)(a). The changes are consistent with SEBI’s earlier proposals on voting requirements and exit rights for REITs and InvITs.
Additionally, a new Regulation 22(7)(b)(iv) addresses the exit of a sponsor where an InvIT has multiple sponsors. In such circumstances, the outgoing sponsor, its sponsor group entities, or a continuing sponsor or its sponsor group entities must provide dissenting unitholders an option to exit by purchasing their units in the manner specified by SEBI. The amendments collectively address issuance flexibility, voting procedures and investor protection within the InvIT regulatory framework. They further develop the regulatory framework previously modified through the SEBI (Infrastructure Investment Trusts) (Amendment) Regulations, 2026.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 12th October, 2026
Securities And Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2026
No. SEBI/LAD-DOP/2026/327.— In exercise of the powers conferred under Section 30 read with Sections 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, namely: –
1. These regulations may be called the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2026.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, ─
I. in regulation 14, after sub-regulation (5B), the following sub-regulation (5C) shall be inserted, namely, –
“(5C) Depository Receipts may be issued on units of an InvIT subject to compliance with these regulations and in such manner as may be specified by the Board.”
II. in regulation 22,
(a) in sub-regulation (5A), the words and symbols “from seventy five per cent. of the unit holders by value shall be obtained.” shall be substituted with the words and symbols “shall be obtained from the unitholders, where the votes cast in favour of the resolution shall be at least seventy five per cent. of the total votes cast for the resolution.”
(b) in sub-regulation (5C), the words and symbols “from seventy five per cent. of the unit holders by value excluding the value of units held by parties related to the transaction, is obtained:” shall be substituted with the words and symbols “is obtained from the unitholders, where the votes cast in favour of the resolution shall be at least seventy five per cent. of the total votes cast for the resolution, excluding the votes cast by the parties related to the transaction:”.
(c) in sub-regulation (7),
i. in clause (a), the words and symbol “from seventy five per cent. of the unit holders by value excluding the value of units held by parties related to the transaction shall be obtained” shall be substituted with the words and symbols “is obtained from the unitholders, where the votes cast in favour of the resolution shall be at least seventy five per cent. of the total votes cast for the resolution, excluding the votes cast by the parties related to the transaction;”.
ii. in clause (b), after sub-clause (iii), the following sub-clause (iv) shall be inserted, namely, –
“(iv) in case of an exit of a sponsor in an InvIT with multiple sponsors, the outgoing sponsor or its sponsor group entities or any of the continuing sponsor or its sponsor group entities shall provide the dissenting unitholders an option to exit by buying their units in the manner specified by the Board.”.
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./390/2026-27]
Note: The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide notification No. LAD-NRO/GN/2014-15/10/1577 and was last amended on April 17, 2026 by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2026 vide notification No. SEBI/LAD-NRO/GN/2026/301.
