SEBI amends Infrastructure Investment Trust (InvIT) rules to permit depository receipts, revise voting thresholds, and strengthen unitholder protections during sponsor exits.
SEBI Introduces Key Reforms to InvIT Framework
The Securities and Exchange Board of India (SEBI) has notified the InvIT (Second Amendment) Regulations, 2026, introducing structural reforms to enhance investor protection and market flexibility. Notably, InvITs can now issue depository receipts (DRs), enabling participation by foreign investors without direct listing overseas.
The amendments also revise voting requirements for material decisions—such as sponsor exit—from unanimous consent to 75% approval by unitholders, while mandating special disclosure and valuation norms. Dissenting unitholders will have the right to exit at a fair value determined by an independent valuer.
These changes aim to deepen the InvIT market by aligning it with global REIT structures and improving governance. Practitioners should review existing trust deeds and offer documents for necessary amendments. The introduction of DRs may catalyze cross-border investment in Indian infrastructure assets.
Citations
- SEBI (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2026
