The Securities and Exchange Board of India (SEBI) issued a Master Circular on July 11, 2025, consolidating various previous circulars related to Infrastructure Investment Trusts (InvITs). This initiative aims to provide stakeholders with a single, accessible document encompassing all applicable regulations for InvITs. The Master Circular comes into force immediately, superseding earlier individual circulars, though any actions, registrations, or investigations undertaken under the superseded circulars remain valid. Similarly, pending applications will be treated under the corresponding provisions of this new Master Circular. The document emphasizes that other specific SEBI directions or guidance for InvITs, and any other relevant laws, will continue to apply in addition to this Master Circular. SEBI, exercising its powers under the SEBI Act, 1992, and the SEBI (Infrastructure Investment Trusts) Regulations, 2014, states that this consolidation is intended to protect investor interests and regulate the securities market effectively. Stock exchanges are advised to disseminate this circular on their websites, and regulated entities must continue submitting required reports as outlined in the consolidated guidelines.
Securities and Exchange Board of India
Master Circular SEBI/HO/DDHS-PoD-2/P/CIR/2025/102 July 11, 2025
To,
Bharat InvITs Association
All Infrastructure Investment Trusts (“InvITs”)
All Parties to InvITs
All Recognised Stock Exchanges
All Registered Depositories
All Self-Certified Syndicate Banks
All Registered Depository Participants, Stock brokers, Registrars to an Issue, Share
Transfer Agents, Bankers to issues, Merchant Bankers and other Intermediaries
Madam/ Sir,
Sub: Master Circular for Infrastructure Investment Trusts (InvITs)
1. 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.
2. 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 The circulars mentioned in Appendix to this Master Circular shall stand superseded with the issuance of the Master Circular.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.
3. Notwithstanding such supersession,
3.1. 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;
3.2. 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;
3.3. 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;
4.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.
5. 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.
6. This Master Circular is available on the SEBI website at https://www.sebi.gov.in/ under the category “Legal Master Circulars”.
Yours faithfully,
Ritesh Nandwani
Deputy General Manager
Department of Debt and Hybrid Securities
Tel no.: 022-2644 9696
Email: riteshn@sebi.gov.in
