Description

SEBI amends InvIT regulations to redefine 'public', modify reporting timelines, and update valuation report submission requirements.

Summary

SEBI has issued the third amendment to Infrastructure Investment Trusts (InvITs) Regulations, 2025, which comes into effect from the date of publication in the Official Gazette (September 2, 2025). The amendment primarily focuses on redefining the term ‘public’ and modifying reporting timelines and valuation report submission requirements.

Key Points

  • Redefinition of ‘public’ to exclude related parties of InvIT, sponsor, investment manager, or project manager
  • Exception for qualified institutional buyers who invest in offers
  • Modified quarterly reporting timelines to be determined by SEBI instead of fixed 30-day period
  • Updated valuation report submission requirements for trustees
  • Amendments to regulation 10 regarding compliance reporting and financial result submissions
  • Changes to regulation 14 regarding listing requirements

Regulatory Changes

  • Definition of ‘Public’: New comprehensive definition excluding related parties but including qualified institutional buyers who participate in offers
  • Reporting Timeline: Quarterly financial results and compliance reports to be submitted within timelines determined by SEBI rather than fixed 30-day period
  • Valuation Reports: Trustees must submit valuation reports as per regulation 21 sub-regulations (4), (5), and (5A) simultaneously when submitting to stock exchanges
  • Compliance Documentation: Enhanced requirements for fund receipts, payments, compliance status, performance reports, and under-construction project status

Compliance Requirements

  • InvITs must comply with the new definition of ‘public’ for all regulatory purposes
  • Trustees must ensure timely submission of quarterly reports within SEBI-determined timelines
  • Enhanced documentation requirements for compliance reporting including fund flows and project status
  • Valuation reports must be submitted to trustees concurrent with stock exchange submissions
  • All existing InvITs must align their practices with the amended regulations

Important Dates

  • Effective Date: September 2, 2025 (date of gazette publication)
  • Quarterly Reporting: As per timelines to be determined by SEBI for financial results submission
  • Immediate Compliance: All provisions become applicable from the effective date

Impact Assessment

Operational Impact: InvITs will need to review their current practices for defining ‘public’ investors and adjust reporting procedures. The flexible timeline approach may provide operational relief compared to fixed 30-day deadlines.

Market Impact: Enhanced transparency through improved reporting requirements and clearer definition of public participation. The amendments aim to strengthen the regulatory framework while providing operational flexibility.

Compliance Impact: Organizations must update internal processes, documentation, and reporting systems to align with the new requirements. Trustees will have additional coordination requirements for valuation report submissions.

Impact Justification

Regulatory amendment affecting InvIT compliance and reporting procedures