Master Circular for Infrastructure Investment Trusts (InvITs)

SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 · 2025-07-11 · Department of Debt and Hybrid Securities, SEBI

Summary

This part of the document serves as the Master Circular for Infrastructure Investment Trusts (InvITs), consolidating provisions from circulars issued up to July 11, 2025. It establishes that the circular comes into force immediately upon issuance and supersedes previous specific circulars while maintaining pending actions and liabilities under the old rules. The text outlines the legal basis for issuance under the SEBI Act and relevant Regulations, directs compliance reporting by entities, and provides a detailed table of contents for subsequent chapters. This section mandates the use of SEBI's online Intermediary Portal for all InvIT registration applications and regulatory filings. It outlines the appointment of merchant bankers and their specific obligations regarding public issues, including due diligence and disclosure requirements. The text further details the procedural framework for filing offer documents, handling board observations, and defining allocation percentages for institutional and anchor investors. This section outlines specific lock-in periods for anchor investors and restrictions on merchant bankers applying in the anchor category. It mandates the preparation a

Text

For effective regulation of Infrastructure Investment Trusts, Securities and Exchange Board of India (SEBI) has been issuing various circulars from time to time. In order to enable the stakeholders to have an access to all the applicable circulars at one place, the provisions of the circulars issued till July 11, 2025 are incorporated in this Master Circular for Infrastructure Investment Trusts.

This Master Circular shall come into force from the date of its issuance. The circulars mentioned in Appendix to this Master Circular shall stand superseded with the issuance of the Master Circular. With respect to the directions or other guidance issued by SEBI, as specifically applicable to Infrastructure Investment Trusts, the same shall continue to remain in force in addition to the provisions of any other law for the time being in force. Terms not defined in this Master Circular shall have the same meaning as provided under the relevant Regulations.

anything done or any action taken or purported to have been done or taken under the superseded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or adjudication commenced or show cause notice issued prior to such supersession, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

any application made to SEBI under the superseded circulars, prior to such supersession, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;

the previous operation of the superseded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the superseded circulars, any penalty, incurred in respect of any violation committed against the superseded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the superseded circulars have never been superseded;

Pursuant to issuance of this Master Circular, the entities which are required to ensure compliance with various provisions shall submit necessary reports as envisaged in this Master Circular on a periodic/ continuous basis. Stock exchanges are advised to disseminate the contents of this Circular on their website.

This Master Circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 and Regulation 33 of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. This Master Circular is issued with the approval of the Competent Authority.

This Master Circular is available on the SEBI website at https://www.sebi.gov.in/ under the category “Legal  Master Circulars”.

All applicants desirous of seeking registration as InvITs are now required to submit their applications online only, through SEBI Intermediary Portal at https://siportal.sebi.gov.in . Furthermore, all SEBI registered InvITs are required to file/ submit/ apply for any request, as may be required under the provision of SEBI InvIT Regulations & Circulars issued thereunder, through the online system only.

The Investment Manager on behalf of the InvIT, in line with Regulation 10 (5) of SEBI InvIT Regulations, shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the lead merchant banker, to carry out the obligations relating to the issue.

Where the issue is managed by more than one merchant banker, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each merchant banker shall be predetermined and disclosed in the offer document.

Draft offer document refers to the draft of the offer document filed with the Board and the stock exchanges. Offer document refers to the version of the offer document filed with the Board and the stock exchanges incorporating all updations except the price / price band. Final offer document refers to the version of the offer document filed with the Board and the stock exchanges including details with respect to pricing, allotment etc.

Source: SecMarx — Master Circular for Infrastructure Investment Trusts (InvITs). Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.