SEBI has amended the InvIT Regulations, 2017 to permit issuance of depository receipts, revise voting thresholds, and strengthen protections for dissenting unitholders during sponsor exit.
SEBI Amends InvIT Regulations to Allow Depository Receipts
On October 18, 2026, SEBI notified the InvIT (Second Amendment) Regulations, 2026, introducing key changes to the Infrastructure Investment Trusts (InvITs) framework. The amendments permit the issuance of depository receipts (DRs) by InvITs, aligning them with global fundraising practices and enabling foreign investor participation without direct listing on Indian exchanges.
The regulations also revise the voting threshold for major decisions, reducing the requirement from 75% to a lower percentage for certain resolutions, while enhancing safeguards for dissenting unitholders in the event of sponsor exit. Under the new rules, unitholders opposing a sponsor’s exit will have enhanced rights, including the option to exit at a fair value determined by an independent valuer. The changes aim to improve liquidity and governance in InvITs.
These amendments build upon SEBI’s earlier structural reforms, including the introduction of the HoldCo layer in InvIT structures to enhance operational flexibility and tax efficiency. The move is expected to boost investor confidence and expand the capital base available for infra financing.
Citations
- SEBI (InvIT) (Second Amendment) Regulations, 2026
