Securities and Exchange Board of India (SEBI) issued a notification on April 28, 2025, announcing the Infrastructure Investment Trusts (Second Amendment) Regulations, 2025. This amendment updates the SEBI (Infrastructure Investment Trusts) Regulations, 2014, and is deemed effective from April 2, 2025. The primary change involves a revision to Regulation 18, sub-regulation (4), specifically the proviso clause. The existing reference to “and (v)” has been expanded and replaced with “, (v), (vi), (vii) and (viii)”, indicating the inclusion of additional regulatory clauses or conditions applicable to the operation or compliance framework of Infrastructure Investment Trusts (InvITs).
The amendment continues SEBI’s iterative regulatory adjustments aimed at refining the governance and operational norms of InvITs. Since the original 2014 regulations, SEBI has made numerous modifications through various amendments between 2016 and 2025 to align with evolving financial and compliance standards. These include changes related to fee payments, dispute resolution, investor charters, and grievance redressal, among others.
This latest change contributes to that ongoing regulatory evolution by enhancing specificity within the provision structure of the 2014 regulations. The expanded clause may affect disclosure or operational requirements for InvITs, although the exact content of the newly added sub-clauses (vi to viii) is not detailed in the notification. Stakeholders in the infrastructure investment sector, including fund managers and trustees, should take note of the revision and ensure compliance with the updated framework.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 28th April, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (INFRASTRUCTURE INVESTMENT TRUSTS) (SECOND AMENDMENT) REGULATIONS, 2025
No. SEBI/LAD-NRO/GN/2025/243–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, 2025.
2. They shall be deemed to have come into force on April 2, 2025.
3. In the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, in regulation 18, in sub-regulation (4), in the proviso, the words and number “and (v)” shall be substituted with the words, numbers and symbol “, (v), (vi), (vii) and (viii)”.
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./49/2025-26]
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 notification 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 notification no. SEBI/LAD-NRO/GN/2018/24.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, videSEBI/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 videNo. 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 SEBI/LAD-NRO/GN/2021/30,with effect from August 31, 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 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/2023/122with effect from February 14, 2023.
n. Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 videNo. SEBI/LAD–NRO/GN/2023/137with 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 notification 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 notification No. 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
