SEBI has notified amendments to InvIT regulations to expand investor participation, streamline reporting, align disclosure timelines with financial reporting, and strengthen monitoring of leveraged InvITs.
Key Changes
A. Public Unitholders:
- Definition of Public (Reg. 2(1)(zq)) – Excludes sponsor, sponsor group, investment manager (IM), and project manager from ‘public’. Related parties who qualify as QIBs will be treated as ‘public’.
- Minimum Public Unitholding (Reg. 14(1A)) – Deletion of clause excluding sponsor/IM/PM-related parties from public holding. InvITs must reassess compliance with public unitholding norms.
B. Reporting & Disclosures
- Quarterly/Board Reports (Regs. 10(18)(a), 10(24)) – Timelines now aligned with quarterly financial results (45/60 days).
- Half-yearly Report (Reg. 23(4)) – Now required only for publicly listed InvITs, to be submitted along with Q2 results.
- Quarterly Reports for Leveraged InvITs (Reg. 23(4A)) – To be filed with quarterly financial results if borrowings > 49%.
C. Valuation Reports:
- Trustee Submission (Reg. 10(18)(b)) – Valuation reports to be shared with trustee on the same day as exchange submissions.
- Annual (Reg. 21(4)) / Half-yearly- publicly placed InvIT (Reg. 21(5)) / Quarterly- _ > 49% Leveraged InvITs (Reg. 21(5A)) – All valuation reports must now be submitted along with the financial results.
- Other Valuation Reports (Reg. 21(6)) – The other valuation reports (such as full Valuation Reports at the time of issuance of units, acquisition of assets etc) as received by the InvITs are to be submitted within 15 days of the receipt of the same to the stock exchange.
| Type of valuation | Applicable | Disclosure to Stock Exchange | Disclosure to Trustee |
| Annual Valuation (Reg 21(4)) | Privately / Publicly Placed InvITs | Along with annual Financial Results | On the same day of submission to Stock Exchange |
| Half Yearly Valuation (Reg 21(5)) | Publicly Placed InvITs | Along with quarterly Financial Results for sept quarter | On the same day of submission to Stock Exchange |
| Quarterly Valuation (Reg 21(5A) | Privately / Publicly Placed InvITs with more than 49% leverage | Along with quarterly Financial Results | On the same day of submission to Stock Exchange |
| Other Valuation Reports (such as full valuation reports taken at the time of issuance of units, acquisition of assets, etc) | Privately / Publicly Placed InvITs | Within 15 days of receipt of the Report | Within 15 days of receipt of the Report |
D. Other Amendments:
- Minimum Investment for privately placed InvITs (Reg. 14) – Reduced to ₹25 lakhs (from ₹1 cr / ₹25 cr). Increases accessibility and market liquidity.
- HoldCo Negative Cash Flows (Reg. 18(6)(ba)) – HoldCos may offset negative NDCF against SPV cash flows, with disclosures to unitholders.
Actionables:
- Update offer/placement documents to reflect revised “public” definition and investment thresholds.
- Compliance teams must align internal calendars with revised reporting and valuation submission timelines.
- Disclosures to be enhanced in case of HoldCo-level negative cash flow adjustments.