The Securities and Exchange Board of India (“SEBI”), 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, has issued a Master Circular for Infrastructure Investment Trusts (“InvITs”) vide Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2025/102,[1] dated July 11, 2025 (“Master Circular”). The Master Circular consolidates all applicable InvIT related circulars issued up to July 11, 2025, to provide stakeholders with a single-point reference for compliance and disclosure requirements.
Key Provisions
1. Supersession of Earlier Circulars: All previous SEBI circulars applicable to InvITs, as listed in the Appendix to this Master Circular, are now superseded. However, any actions taken, registrations granted, investigations initiated, fees collected, or penalties imposed under those circulars will be deemed to have been undertaken under the corresponding provisions of the Master Circular.
2. Continuity of Legal Effect: Rights, obligations, privileges, or liabilities arising from the superseded circulars remain valid. Any applications pending before SEBI under the earlier framework will be treated as if submitted under this Master Circular. Ongoing investigations, proceedings, or penalties will remain unaffected.
3. Compliance and Reporting Obligations: Entities governed under the InvIT framework must ensure compliance with all provisions of the Master Circular; submit periodic/continuous reports as required; and stock exchanges are directed to disseminate this Circular on their websites to promote transparency and regulatory awareness.
4. Continued Applicability of SEBI Directions: Any directions, circulars, or guidance issued by SEBI specifically for InvITs, apart from those superseded, shall continue to remain in force, along with applicable provisions of any other laws.
[1]https://www.sebi.gov.in/legal/master-circulars/jul-2025/master-circular-for-infrastructure-investment-trusts-invits-_95233.html