SEBI Amends InvIT Norms—Mandates Quarterly Reporting on Activities

Notification No. SEBI/LAD-NRO/GN/2025/259; Dated: 01.09.2025

1.Introduction

The Securities and Exchange Board of India (SEBI) has notified the SEBI (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2025, introducing key reforms to enhance transparency, governance, and accountability of InvITs. These amendments are aimed at strengthening disclosure norms, aligning reporting timelines with financial results, and ensuring regular valuations of assets for better investor protection.

2. Revised Reporting Requirements for Managers

Under the amended regulations, the manager of an InvIT is now required to submit quarterly reports to the trustee on the activities of the InvIT within the timeline specified by SEBI for submission of quarterly financial results. Earlier, this reporting had to be completed within 30 days from the end of the quarter. The alignment with financial result timelines ensures uniformity and timely dissemination of information.

3. Broadened Definition of ‘Public’

The definition of the term ‘public’ has been expanded to include Qualified Institutional Buyers (QIBs) while excluding related parties of the InvIT, its sponsor, investment manager, or project manager. However, if such excluded persons are also QIBs, they shall still be treated as ‘public’ for the purposes of these regulations. This refinement in the definition widens the investor base while maintaining safeguards against conflicts of interest.

4. Mandatory Performance Reviews and Asset Valuations

The investment manager is now required to place before its board of directors (in case of a company) or governing board (in case of an LLP) a quarterly report on the activity and performance of the InvIT. Additionally, a half-yearly valuation of InvIT assets must be conducted by a registered valuer for the half-year ending September 30. This valuation report must be submitted to the designated stock exchanges along with quarterly financial results, thereby ensuring that investors are updated on any significant changes in asset value.

5. Conclusion

The SEBI (InvITs) (Third Amendment) Regulations, 2025 mark a significant step toward strengthening investor confidence in InvIT structures. By revising reporting norms, broadening the definition of ‘public’, and mandating periodic valuations, SEBI aims to improve transparency, accountability, and governance in the functioning of InvITs. These amendments are expected to ensure better oversight, timely disclosures, and enhanced protection of investor interests in the long term.

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