SEBI Notifies InvIT Regulations Amendment: Lower Investment Threshold, Stricter Valuation and Reporting Norms [Read Notification]
SEBI amended InvIT Regulations to lower the investment threshold to ₹25 lakhs and introduce stricter valuation and reporting norms
SEBI - InvIT - Lower Investment - Threshold - Valuation - Reporting Norms - Taxscan
SEBI - InvIT - Lower Investment - Threshold - Valuation - Reporting Norms - Taxscan
The Securities and Exchange Board of India (SEBI) issued a Notification dated September 1, 2025, announcing the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2025.
These changes amend the original Infrastructure Investment Trusts (InvIT) Regulations, 2014, and came into effect from the date of publication in the Official Gazette.
Key Amendments
- Definition of “Public” (Reg. 2 amendment
> “Public” now excludes related parties of the InvIT (sponsor, sponsor group, investment manager, project manager).
> But if such persons invest as Qualified Institutional Buyers (QIBs) in an offer, they will be counted as “public.”
> Sponsors, sponsor groups, investment managers, and project managers cannot be treated as “public”
- Quarterly Reporting (Reg. 10 amendment)
> Reports (funds raised, receipts, compliance status, performance, and under-construction projects) must now be submitted along with quarterly financial results instead of within 30 days.
> Valuation reports must be submitted simultaneously to trustees and stock exchanges.
- Minimum Investment Requirement (Reg. 14 amendment)
> Earlier: Minimum investment = ₹1 crore.
> Now reduced to ₹25 lakhs per investor.
> Special provision requiring ₹25 crore minimum investment for privately placed InvITs investing in 80% completed assets has been removed.
- Distribution Rules (Reg. 18 amendment)
> If HoldCo (holding company) has negative cash flows, it can still distribute by adjusting against inflows from underlying SPVs, with disclosures to unitholders.
- Valuation Frequency (Reg. 21 amendment)
> Annual valuation: At March 31 year-end, submitted with annual results.
> Half-yearly valuation: At September 30 year-end, submitted with September quarterly results.
> New rule: If InvIT’s borrowings exceed 49%, quarterly valuations must be conducted (June, Sept, Dec).
Reporting obligations have also been expanded. Publicly offered InvITs are now required to file half-yearly reports with stock exchanges along with their September quarterly results. If an InvIT’s borrowings exceed 49%, it must also file quarterly reports for June, September, and December quarters along with financial results.
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