SEBI has, by way of two Notifications dated September 2, 2025, and September 3, 2025, respectively, amended the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (‘InvIT Regulations’) and the SEBI (Real Estate Investment Trusts) Regulations, 2014 (‘REIT Regulations’). The key amendments include:

i.    a revised definition of the term ‘public’ to exclude related parties to the: (a) Infrastructure Investment Trusts (‘InvITs’) or Real Estate Investment Trusts (‘REITs’); and (b) the sponsor, manager and project manager, unless such entity is a qualified institutional buyer. However, SEBI has clarified that the sponsor, sponsor group, manager and project manager will always be non-public;

ii.   a reduction in the minimum investment thresholds for privately listed InvIT from INR 10 million (approx. USD 114,000) to INR 2.5 million (approx. USD 29,000), and removal of minimum investment requirement of INR 250 million (approx. USD 2.9 million) if investing over 80% in completed and revenue generating assets;

iii.  timelines for quarterly reports submissions aligned with financial result submissions;

iv.   requirement of the submission of: (a) valuation report to stock exchanges and trustee simultaneously; (b) quarterly financial results along with half yearly report; and (c) quarterly financial results and quarterly valuation report along with the quarterly report if the consolidated borrowings and deferred payments exceed 49%; and

v.    a clarification in relation to the adjustment of negative cash flows at a holding company level with distributions received from the special purpose vehicles during the calculation of net distributable cash flows.