The Securities and Exchange Board of India (SEBI) on December 11, 2025, issued the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Fourth Amendment) Regulations, 2025 to further amend the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014.
The following amendments have been stated:
• In regulation 2, in sub-regulation (1),
o In clause (ya), sub-clause (ii) shall be substituted with the following, namely,–
“(ii) a family trust or an intermediary registered with the Board, having a net worth of more than five hundred crore rupees, as per the latest audited financial statements;”
o clause (zs) shall be substituted with the following, namely, –
“(zs) “qualified institutional buyer” shall have the meaning assigned to it under clause (ss) of subregulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;”
o clause (zza) shall be substituted with the following, namely, –
“(zza) “strategic investor” means, –
a. an institutional investor; or
b. a foreign portfolio investor not covered under sub-clause (a); or
c. a middle layer, upper layer and top layer Non-Banking Finance Company registered with the Reserve Bank of India; or
d. such entities as the Board may specify from time to time,
who invest, either jointly or severally, not less than five per cent. of the total offer size of the InvIT or such amount as may be specified by the Board from time to time, subject to compliance with the applicable provisions, if any, of the Foreign Exchange Management Act, 1999 and the rules or regulations or guidelines made thereunder:
Provided that if the entity is regulated by any financial sector regulator, the Board shall consult such financial sector regulator prior to specifying the entity as a strategic investor under sub-clause (d) of clause (zza) of sub-regulation (1) of regulation 2;”
They shall come into force on December 11, 2025.
[Notification No. SEBI/LAD-NRO/GN/2025/286]
