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 read with the provisions of Regulation 15(2)(iii), Regulation 23(8) and Regulation 33 of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, vide Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/63,[1] dated May 07, 2025, has issued revised guidelines for disclosure of financial information in offer documents/ placement memoranda and continuous disclosure and compliance obligations for Infrastructure Investment Trusts (“InvITs”), through amendments to Chapters 3 and 4 of the Master Circular for InvITs dated May 15, 2024 (“Master Circular”). (“Amended Circular”)
The revised framework aims to enhance consistency, transparency, and ease of compliance for InvITs, particularly in connection with financial disclosures during fund-raising and post-listing phases. The provisions under this Amended Circular shall be applicable with immediate effect, except for the changes under Chapter 4, which will be applicable for financial disclosures pertaining to the period beginning on or after April 01, 2025.
These revisions have been made in Chapter 3 and Chapter 4 of the Master Circular along with Paragraph 7 of Annexure-5 and Paragraph 7 of Annexure -6 of the Master Circular. These amendments are a result of recommendations submitted by the Working Group, inputs of Bharat InvITs recommendations of the HySAC and internal deliberations
[1]https://www.sebi.gov.in/legal/circulars/may-2025/review-of-a-disclosure-of-financial-information-in-offer-document-placement-memorandum-and-b-continuous-disclosures-and-compliances-by-infrastructure-investment-trusts-invits-_93835.html