The Securities and Exchange Board of India (SEBI) has issued the Infrastructure Investment Trusts (Fourth Amendment) Regulations, 2025, introducing targeted changes to enhance investor classification and capital participation norms for InvITs. The amendment revises the definition of certain investor categories, including family trusts and intermediaries, requiring them to have a net worth exceeding ₹500 crore to be recognised under the relevant clause. It also aligns the definition of “qualified institutional buyer” with that under the ICDR Regulations, 2018, ensuring uniformity across regulatory frameworks. A significant update relates to the definition of “strategic investor,” expanding eligibility to institutional investors, specific foreign portfolio investors, and regulated NBFCs across middle, upper, and top layers. Strategic investors must invest at least 5% of the total offer size, subject to FEMA compliance. SEBI may also designate additional categories as strategic investors after consulting relevant financial regulators, strengthening oversight and investor protection within the InvIT ecosystem.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 9th December, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (INFRASTRUCTURE INVESTMENT TRUSTS) (FOURTH AMENDMENT) REGULATIONS, 2025
No. SEBI/LAD-NRO/GN/2025/286—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) (Fourth Amendment) Regulations, 2025.
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, ─
(1) In regulation 2, in sub-regulation (1),
a. in clause (ya), sub-clause (ii) shall be substituted with the following, namely,–
“(ii) a family trust or an intermediary registered with the Board, having a net worth of more than five hundred crore rupees, as per the latest audited financial statements;”
b. clause (zs) shall be substituted with the following, namely, –
“(zs) “qualified institutional buyer” shall have the meaning assigned to it under clause (ss) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;”
c. clause (zza) shall be substituted with the following, namely, –
“(zza) “strategic investor” means, –
a. an institutional investor; or
b. a foreign portfolio investor not covered under sub-clause (a); or
c. a middle layer, upper layer and top layer Non-Banking Finance Company registered with the Reserve Bank of India; or
d. such entities as the Board may specify from time to time,
who invest, either jointly or severally, not less than five per cent. of the total offer size of the InvIT or such amount as may be specified by the Board from time to time, subject to compliance with the applicable provisions, if any, of the Foreign Exchange Management Act, 1999 and the rules or regulations or guidelines made thereunder:
Provided that if the entity is regulated by any financial sector regulator, the Board shall consult such financial sector regulator prior to specifying the entity as a strategic investor under sub-clause (d) of clause (zza) of sub-regulation (1) of regulation 2;”
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./532/2025-26]
Footnotes:
1. The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide No. LAD-NRO/GN/2014-15/10/1577.
2. The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was subsequently amended by the –
a. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, vide No. SEBI/LAD/NRO/GN/2016-17/021, with effect from November 30, 2016.
b. Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, vide No. SEBI/LAD/NRO/GN/2016-17/38, with effect from March 6, 2017.
c. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, vide No. SEBI/LAD-NRO/GN/2017-18/024, with effect from December 15, 2017.
d. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, vide No. SEBI/LAD-NRO/GN/2018/07, with effect from April 10, 2018.
e. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2019, vide No. SEBI/LAD-NRO/GN/2019/10, with effect from April 22, 2019.
f. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/05, with effect from March 02, 2020.
g. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/10, with effect from April 17, 2020.
h. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/15, with effect from June 16, 2020.
i. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/27, with effect from July 30, 2021.
j. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30, with effect from August 3, 2021.
k. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/83, with effect from May 4, 2022.
l. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/101 with effect from January 1, 2023.
m. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/122 with effect from February 14, 2023.
n. Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD–NRO/GN/2023/137 with effect from July 4, 2023.
o. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/145 with effect from August 16, 2023.
p. Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/146 with effect from August 18, 2023.
q. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/159 with effect from October 23, 2023.
r. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/182 with effect from May 27, 2024.
s. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2024 vide notification No. SEBI/LAD-NRO/GN/2024/192 with effect from July 13, 2024.
t. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2024 vide notification No. SEBI/LAD-NRO/GN/2024/207 with effect from September 27, 2024.
u. Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 vide notification F No. SEBI/LAD-NRO/GN/2025/228 with effect from February 10, 2025.
v. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2025 vide notification No. SEBI/LAD-NRO/GN/2025/240 with effect from April 2, 2025.
w. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2025 vide notification No. SEBI/LAD-NRO/GN/2025/243 with effect from April 28, 2025.
x. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2025 vide notification No. SEBI/LAD-NRO/GN/2025/259 with effect from September 3, 2025.
