The Securities and Exchange Board of India (“SEBI”), in exercise of powers conferred under Section 30 read with Section 11 and Section 12 of the Securities and Exchange Board of India Act, 1992, vide Notification No. SEBI/LAD-NRO/GN/2025/259,[1] dated September 01, 2025, has notified the Third Amendment to the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (“InvIT Regulations”). These amendments aim to enhance regulatory clarity, strengthen disclosure obligations, and align compliance timelines with financial reporting.
Key Amendments
1. Definition of Public: The definition of ‘public’ under Regulation 2(1)(zq) of the InvIT Regulations has been revised to exclude: (i) the related parties of the InvIT; (ii) sponsor, sponsor group, or manager; (iii) any other person as may be specified by SEBI. However, Qualified Institutional Buyers (QIBs), even if otherwise excluded, shall be considered as ‘public’ in an offer.
2. Reporting of Under-Construction Projects (Regulation 10(18) of InvIT Regulations): The timeline for disclosure of development status of under-construction projects shall now be aligned with the submission timeline for quarterly financial results.
Further, valuation reports, under Regulation 21(4), Regulation (5), and Regulation (5A) of the InvIT Regulations, must be submitted to the trustee simultaneously with submission to stock exchanges.
3. Quarterly Investment Manager Disclosures: The timeline for quarterly disclosures under Regulation 10(24) of the InvIT Regulations is now aligned with the timeline for submission of quarterly financial results.
4. Minimum Investment Threshold: The minimum investment under Regulation 14 of InvIT Regulations amount from any investor has been reduced from INR 1 crore (Indian Rupees One Crores) to INR 25 lakhs (Indian Rupees Twenty-Five Lakhs). The requirement of INR 25 crores (Indian Rupees Twenty Five Crores) investment for InvITs investing 80% (Eighty Percent) in completed and revenue-generating assets has been omitted.
5. Distribution of Cash Flows by HoldCo (Regulation 18(6)(ba) of the InvIT Regulations): A new proviso allows HoldCos to adjust negative net distributable cash flow against cash flows received from SPVs, subject to disclosure requirements to unitholders in the manner prescribed by SEBI.
6. Valuation Reports & Timelines (Regulation 21 of the InvIT Regulations):
- Annual Valuation (Regulation 21(4) of the InvIT Regulations) is to be conducted as on March 31st and submitted with annual financial results.
- Half-Yearly Valuation (Regulation 21(5) of the InvIT Regulations) is to be conducted as on September 30th and submitted with quarterly financial results for the September quarter.
- Quarterly Valuation Trigger (Regulation 21(5A) of InvIT Regulations):If borrowings exceed 49% (Forty Nine Percent), valuation must be done quarterly for June, September, and December. Further, there shall be no need for a separate September quarterly report if a half-yearly valuation is submitted for the same period.
- Timelines for Valuation Reports (Regulation 21(6) of the InvIT Regulations): All valuation reports under Regulation 21(4), Regulation 21(5), and Regulation 21(5A) of the InvIT Regulations must be submitted within the prescribed timelines.
7. Reporting Obligations (Regulation 23 of the InvIT Regulations):
- Half-Yearly Reporting (Regulation 23(4) of the InvIT Regulations): The investment manager of a publicly offered InvIT must submit a half-yearly report along with the quarterly financial results for the September quarter.
- Quarterly Reporting Obligation for High-Leverage InvITs (Regulation 23(4A)): Where consolidated borrowings and deferred payments exceed 49% (Forty Nine Percent), the investment manager must submit a quarterly report to the stock exchanges along with quarterly financial statements for the quarters ending June, September, and December.
[1]https://www.sebi.gov.in/legal/regulations/sep-2025/securities-and-exchange-board-of-india-infrastructure-investment-trusts-third-amendment-regulations-2025_96437.html