Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2026

No.621] NEW DELHI, WEDNESDAY, OCTOBER 14, 2026/ASVINA 22, 1948 s 1947

CG-MH-E-16102026-277220

2 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]

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

4 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]

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.

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