SEBI InvIT Regulations 2025: Key Amendments with Remarks & Actionable

Makarand M Joshi & Co., Company Secretaries - MMJC 18 Sep 2025 2,613 Views 0 comment Print SEBI | Articles

The Securities and Exchange Board of India (SEBI) has introduced the SEBI (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2025, to streamline operations for Infrastructure Investment Trusts (InvITs). The changes are designed to improve the ease of doing business for InvITs, broaden investor participation, and strengthen valuation and reporting standards. A key amendment redefines the term “public,” clarifying that a Qualified Institutional Buyer (QIB) who is also a related party can be considered part of the public for an offer. To align reporting with financial timelines, SEBI has amended regulations so that quarterly and half-yearly reports, as well as valuation reports, must be submitted to the Trustee and stock exchanges along with the quarterly financial results. This eliminates previous, shorter submission deadlines. Additionally, the minimum investment lot for privately placed InvITs has been reduced from ₹1 crore or ₹25 crore to ₹25 lakh, making them more accessible to a wider range of investors. Another notable change allows a holding company (HoldCo) to adjust its negative cash flow against cash flows from its underlying Special Purpose Vehicles (SPVs), provided proper disclosures are made to unitholders. These amendments collectively aim to enhance the regulatory framework, increase market liquidity, and promote transparency for both privately and publicly placed InvITs.

Key Amendments with Remarks & Actionable:

Sr. No.	Regulation Reference	Existing Provision	Amended Provision	Remarks	Impact on Privately placed InvITs		Impact on Publicly placed InvITs
A.	Public Unitholders
1.	Regulation 2(1)(zq) Definition of “Public”	“public” for the purposes of offer and listing of units means any person other than: i. related party of the InvIT or ii. any other person as may be specified by the Board Provided that in case any related party to the InvIT is a qualified institutional buyer, such person shall be included under the term ‘public’;	“public” means any person other than: i. The related party of the InvIT, its sponsor, investment manager or project manager, or ii. Any other person as may be specified by the Board Provided that a person specified above, who is also a QIB in an offer, shall be considered as public. Provided further that the sponsor, sponsor group, investment manager and project manager of the InvIT shall not be considered as public.	It has been clarified that if any related party of the InvIT qualifies as a Qualified Institutional Buyer (“QIB”), such person shall be regarded as ‘public’ in an offer. However, Regulation 14(1A) of the InvIT Regulations does not provide a similar clarification with respect to QIB investors that are related parties or associates of the sponsor(s), investment manager/manager, or project manager. This definition appears to be clarificatory in nature.	While preparing offer documents, exclude related entities of the InvIT, IM or PM from the “public”. Include QIBs as public in case they subscribe in an issue. InvITs are required to assess whether the classification of any entity as a Related Party would impact compliance with the minimum public unitholding requirement.
2.	Regulation 14(1A) Public in context of Minimum Public Unitholding	Provided that any units offered to sponsor or the investment manager or the project manager or their related parties or their associates shall not be counted towards units offered to the public.	Deleted
B.	Quarterly/ Half Yearly Reporting
3.	Regulation 10(18)(a) Quarterly Report to Trustee & Disclosure Timelines	quarterly reports on the activities of the InvIT including receipts for all funds received by it and for all payments made, position on compliance with these regulations, specifically compliance with regulations 18, 19 and 20, performance report, status of development of under construction projects, within thirty days of end of such quarter;	quarterly reports on the activities of the InvIT including receipts for all funds received by it and for all payments made, position on compliance with these regulations, specifically compliance with regulations 18, 19 and 20, performance report, status of development of under construction projects, within such time as may be specified by the Board for submission of quarterly financial results.	The requirement of submission of quarterly performance report to the Trustee is now aligned with the timelines for submission of quarterly financial results, viz 45/60 days.	Compliance teams to update internal calendars.
4.	Regulation 10(24) Quarterly report on activity and performance of the InvIT	The investment manager shall place before its board of directors in case of company or the governing board in case of an LLP a report on activity and performance of the InvIT at least once every quarter within thirty days of end of every quarter.	The investment manager shall place before its board of directors in case of company or the governing board in case of an LLP a report on activity and performance of the InvIT within such time as may be specified by the Board for submission of quarterly financial results	The requirement of submission of quarterly performance report to the Board is now aligned with the timelines for submission of quarterly financial results, viz 45/60 days.	Compliance teams to update internal calendars.
5.	Regulation 23(4) Half yearly Reports to Stock Exchange	The investment manager of shall submit a half-yearly report to the designated stock exchange within forty five days from the end of half year ending September 30th Provided that for any InvIT, whose units are listed and whose consolidated borrowings and deferred payments, in terms of regulation 20, is above forty nine per cent., such InvIT shall also submit a quarterly report to the designated stock exchange within thirty days from the end of every quarter ending June and December.	The investment manager of publicly offered InvIT shall submit a half-yearly report to the designated stock exchange along with the quarterly financial results for the quarter ending September 30th.	Half Yearly report is required to be submitted only by Publicly Offered InvITs, previous the same was required to be submitted by all InvITs, whether publicly listed or privately placed. Further, earlier the Half Yearly Report was required to be submitted within 45 days from the end of the half year. Now, the same is required to be submitted along with the Quarterly Financial Results.	No longer required to submit the half yearly reports	The half yearly report is to be submitted on the same day of submission of the quarterly financial results to the Stock Exchange. Thus, Compliance teams to update internal calendars.
6.	Regulation 23(4A) Quarterly Reports to Stock Exchange	–	The Investment Manager of an InvIT shall submit a quarterly report to the designated stock exchange along with quarterly financial statements for the quarter ending June, September, December, if the consolidated borrowings and deferred payments of such InvIT in terms of regulation 20 is above forty nine percent.	If the borrowings by any InvIT, exceeds 49%, then the quarterly reports, are now to be submitted along with the submission of Quarterly Financial Results against the earlier submission within 30 days of the end of the quarter. This gives a breathing room to the InvITs having borrowings more than 49% for adoption of financial results.	Compliance teams to update internal calendars.
C.	Disclosures Regarding Valuation Reports
7.	Regulation 10(18)(b) Valuation Report to Trustee	Valuation reports as required under these regulations within fifteen days of the receipt of the valuation report from the valuer	Valuation reports within fifteen days of the receipt of the valuation report: Provided that the valuation reports specified under sub-regulation (4) and sub-regulation (5) and sub-regulation (5A) of regulation 21 shall be submitted to the trustee simultaneously at the time of submission of such reports to the stock exchange(s) under regulation 21.	For annual, half yearly and quarterly valuation, the Valuation Report shall be submitted to the Trustee on the date, of disclosure to the Stock Exchange(s), i.e. the date of submission of quarterly financial results. In other cases, the valuation report can be submitted within fifteen days of the receipt of such valuation report.	Compliance teams to update the internal calendars.
8.	Regulation 21(4) Annual Valuation	Provided that such full valuation shall be conducted at the end of the financial year ending March 31st within two months from the date of end of such year	Provided that such full valuation shall be conducted as at the end of the Financial Year ended March 31st and the valuation report shall be submitted by the investment manager to the designated stock exchange(s) along with the financial results.	InvITs were required to complete the annual valuation within two months of the end of the financial year and submit the report to the Stock Exchange(s) within 15 days of receipt. Similarly, half-yearly valuations had to be completed within one month of the end of the half year, with submission to the Stock Exchange(s) within 15 days of receipt. Further, where borrowings of an InvIT exceeded 49%, quarterly valuations were mandated within one month of the quarter end, and the report was to be submitted within 15 days of receipt. With this amendment, it is now mandatory to submit the periodical valuation reports along with the respective financial results.	The Annual Valuation Reports are now to be submitted on the same day of submission of the Annual Financial Results.
9.	Regulation 21(5) Half yearly valuation	A half yearly valuation of the assets of the InvIT shall be conducted by the valuer for the half-year ending September 30th for a publicly offered InvIT and such half yearly valuation report shall be prepared within one month from the date of end of such half year. Provided that in case the consolidated borrowings and deferred payments of an InvIT, in terms of Regulation 20, is above forty-nine per cent, the valuation of the assets of such InvIT shall be conducted by the valuer for quarter ending June, September and December	A half yearly valuation of the assets of the InvIT shall be conducted by the valuer as at the end of the half-year ending September 30th for a publicly offered InvIT and such half yearly valuation report shall be submitted by the IM to the stock exchange along with quarterly financial results for the quarter ending September 30th.		NA		Half yearly valuation reports for the September period to be submitted on the same day of submission of the financial results.
10.	Regulation 21(5A) Quarterly Valuation	–	If the consolidated borrowings and deferred payments of an InvIT, in terms of Regulation 20, exceeds forty nine per cent, the valuation of the assets of such InvIT shall be conducted by the valuer for quarter ending June, September and December and such quarterly valuation report shall be submitted by the IM to the stock exchange along with quarterly financial results of the corresponding quarter.		The Quarterly Valuation Reports are now to be submitted on the same day of submission of the Annual Financial Results.
D	Others
11.	Regulation 14 Minimum Investment Requirement	Minimum investment: ₹1 crore. Higher threshold: ₹25 crore if InvIT invested ≥ 80% in completed and revenue-generating assets.	Minimum allotment lot reduced from ₹1 crore /₹25 crore to ₹25 lakhs.	To make InvITs more accessible and attract a broader pool of investors (HNIs, smaller but sophisticated investors). Expands participation, deepening market liquidity.	Placement documents for the InvITs currently undergoing fund raising through private placement routes to be updated.		NA
12.	Regulation 18(6)(ba) Adjustment of negative cash flow by HoldCos	–	Provided that if the net distributable cash flow generated by the holdco on its own is negative, the holdco may adjust is against the cash flows received from its underlying SPVs provided that it makes appropriate disclosures in this regard to the unitholders	HoldCos were earlier required to distribute 100% of cash flows from SPVs and at least 90% of their own NDCF to the InvITs. SEBI has now permitted HoldCos to offset negative NDCF (arising when outflows exceed inflows) against cash flows received from SPVs, subject to appropriate disclosures. This improves cash flow management, reduces potential disruptions in distribution to unitholders, and allows more efficient use of SPV-level Surplus.	Identify whether there are any negative cash flows at the Holdco level and, if so, adjust the same against cash flows receipt from the underlying SPVs, and ensure to give appropriate disclosures are made to the Unitholders.