Securities and Exchange Board of India (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2025

SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 1st September, 2025

SECURITIES AND EXCHANGE BOARD OF INDIA (INFRASTRUCTURE INVESTMENT TRUSTS) (THIRD AMENDMENT) REGULATIONS, 2025

F. No. SEBI/LAD-NRO/GN/2025/259.—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) (Third 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), clause (zq) shall be substituted with the following, namely, –

“(zq) “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 qualified institutional buyer in an offer, shall be considered as “public” for the purpose of these regulations: Provided further that the sponsor, sponsor group, investment manager and project manager of the InvIT shall not be considered as “public” for the purpose of these regulations.”

(2) in regulation 10, in sub-regulation (18), (a) in clause (a), after the words “status of development of under-construction projects, within”, the words “thirty days of end of such quarter” shall be substituted with the words “such time as may be specified by the Board for submission of quarterly financial results”; (b) in clause (b), (i) the words “as required under these regulations” shall be omitted; (ii) after the words “from the valuer”, the symbol “;” shall be substituted with the symbol “:”; (c) after clause (b), following proviso shall be inserted, namely, – “Provided that the valuation reports specified under sub-regulation (4), sub-regulation (5), and sub-regulation (5A) of regulation 21 of these regulations shall be submitted to the trustee simultaneously at the time of submission of such reports to the stock exchange(s) under regulation 21.”;

(3) in regulation 10, in sub-regulation (24), after the words “at least once every quarter within”, the words “thirty days of end of every quarter” shall be substituted with the words “such time as may be specified by the Board for submission of quarterly financial results”;

(4) in regulation 14, (a) after sub-regulation (1A), (i) the first proviso shall be omitted; (ii) in the second proviso, after the word “provided” and before the words “that any listed InvIT which has”, the word “further” shall be omitted; (b) in sub-regulation (2), (i) in clause (c), after the words “from any investor of rupees”, the words “one crore” shall be substituted with the words “twenty five lakhs”; (ii) after clause (c), the words and symbols “Notwithstanding the above, if such an privately placed InvIT invests or proposes to invest not less than eighty per cent of the value of the InvIT assets, in completed and revenue generating assets, the minimum investment from an investor shall be rupees twenty five crore;” shall be omitted;

(5) in regulation 18, in sub-regulation (6), in clause (ba), (a) in sub-clause (i), after the words “shall be distributed to the InvIT”, the word and symbol “; and” shall be substituted with the symbol “:”; (b) after sub-clause (i), the following proviso shall be inserted, namely, – “Provided that if the net distributable cash flow generated by the holdco on its own is negative; the holdco may adjust it against the cash flows received from its underlying SPVs provided that it makes appropriate disclosures in this regard to the unitholders in such form and manner as may be specified by the Board.”;

(6) in regulation 21, (a) after sub-regulation (4), the proviso shall be substituted with the following, namely, – “Provided that such full valuation shall be conducted as at the end of the financial year ending March 31st and the valuation report shall be submitted by the investment manager to the designated stock exchange(s) along with the annual financial results.”; (b) in sub-regulation (5), (i) after the words “conducted by the valuer” and before the words “the half-year ending September”, the word “for” shall be substituted with the words “as at the end of”; (ii) the words “prepared within one month from the date of end of such half year” shall be substituted with the words “submitted by the investment manager to the designated stock exchange(s) along with the quarterly financial results for the quarter ending September 30th.”; (c) after sub-regulation (5), the proviso shall be omitted. (d) after sub-regulation (5) and before sub-regulation (6), the following shall be inserted as sub-regulation (5A), namely, – “(5A) If the consolidated borrowings and deferred payments of an InvIT, in terms of regulation 20 of these regulations, exceeds forty nine per cent.; a quarterly valuation of the assets of InvIT shall be conducted by the valuer as at the end of the quarters ending June, September and December for incorporating any key changes from the previous quarter and such quarterly valuation report shall be submitted by the investment manager to the designated stock exchange(s) along with the quarterly financial results of the corresponding quarter: Provided that InvIT shall not be required to submit the quarterly valuation report for the quarter ending on September 30th if such InvIT has submitted half yearly valuation in terms of sub-regulation (5) of this regulation as at the end of half year ending September 30th.”; (e) in sub-regulation (6), after the words “from the receipt of such valuation reports”, the symbol “.” shall be substituted with “:”; (f) after sub-regulation (6), the following proviso shall be inserted, namely, – “Provided that the valuation reports specified under sub-regulation (4), sub-regulation (5), and sub-regulation (5A) of this regulation shall be submitted within the timelines as specified in these sub-regulations.”;

(7) in regulation 23, (a) in sub-regulation (4), (i) after the words “The investment manager of” and before the words “shall submit a half-yearly report”, the words “publicly offered InvIT” shall be inserted; (ii) after the words “to the designated stock exchange”, the words and symbol “within forty five days from the end of half year ending September 30th:” shall be substituted with the words and symbol “along with the quarterly financial results for the quarter ending September 30th.”; (b) after regulation (4), the proviso shall be omitted; (c) after sub-regulation (4) and before sub-regulation (5), the following shall be inserted as sub-regulation (4A), namely, –

“(4A) The investment manager of an InvIT shall submit a quarterly report to the designated stock exchange(s) along with the quarterly financial statements for the quarters ending June, September and December if the consolidated borrowings and deferred payments of such InvIT, in terms of regulation 20, is above forty nine per cent.”

BABITHA RAYUDU, Executive Director [ADVT.-III/4/Exty./335/2025-26]

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 November 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 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.