SEBI Tightens Financial Disclosure Norms for InvITs
In a move aimed at strengthening investor confidence and ensuring transparency, SEBI has overhauled financial reporting norms for Infrastructure Investment Trusts (InvITs). The updated disclosure requirements—announced via a regulatory circular dated May 6, 2025—introduce comprehensive and standardised reporting formats effective from April 1, 2025.
These reforms are applicable to both publicly listed and privately placed InvITs, making it a major compliance update for infrastructure players, sponsors, and financial advisors.
Key Changes under SEBI’s 2025 InvIT Circular
The SEBI InvIT disclosure norms aim to bring consistency across quarterly and annual financial statements filed by InvITs. Here’s what has changed:
📌 1. Standardised Financials
- All InvITs must follow uniform formats for quarterly and annual statements.
- Comparative figures from the previous period are mandatory.
- Standalone and consolidated results must be published side-by-side.
📌 2. Expanded Disclosure Format
- Include segment-wise revenue for different infrastructure assets.
- Report distribution per unit and NAV calculations in greater detail.
- Disclose fair valuation assumptions, changes in valuation policy, and methods used.
📌 3. Mandatory Cash Flow Reporting
- Statement of cash flows to be part of quarterly financial results.
- Must disclose cash flows from sponsor loans and unit-holder distributions separately.
📌 4. Audit Trail and Assurance
- Auditors must issue a limited review report on quarterly disclosures.
- Annual disclosures require a statutory audit report in prescribed format.
📌 5. Private InvITs Also Covered
- Privately placed InvITs must also comply if their aggregate asset value exceeds ₹500 crore.
- Provisions apply even if units are not publicly traded.
Legal Reference
These updates are based on SEBI Circular SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2025/59, issued under the powers granted by Regulation 23(6) of SEBI (InvIT) Regulations, 2014.
👉 View the full SEBI circular on sebi.gov.in
Practical Insight: What InvITs Should Do Now
Expert View:
“InvITs must integrate these changes into their Q1 FY 2025-26 reports. Engage your auditors early to avoid non-compliance risks.”
✔️ Immediate steps for InvITs:
- Review accounting software compatibility
- Update internal reporting templates
- Educate the finance team on new segment disclosures
- Coordinate with valuers and auditors ahead of Q1 filings
Why It Matters to Investors and Advisors
- Improves comparability between different InvITs
- Boosts investor trust with deeper insights into operations and valuations
- Enhances alignment with international REIT/InvIT norms
FAQ: SEBI InvIT Disclosure Guidelines
Q1. From when are the new disclosure rules applicable?
From Q1 FY 2025–26, i.e., financial results for the quarter ending June 30, 2025.
Q2. Are private InvITs also covered?
Yes, if asset size exceeds ₹500 crore.
Q3. What is the penalty for non-compliance?
SEBI may take action under Regulation 33, which can include fines or suspension.
Summary
SEBI’s 2025 circular introduces mandatory and standardised financial disclosures for InvITs, ensuring transparency, audit trail, and better valuation visibility—applicable to both public and private InvITs from Q1 FY 2025–26.