SEBI circular SEBI/HO/DDHS/DDHS-PoD-2/ I/11700/2026 · 15 May 2026
Official title
Permitted use of fresh borrowings for InvITs where Net Borrowings exceeds forty-nine percent of the value of InvIT assets
Summary
Check the official recordThe Securities and Exchange Board of India (SEBI) has specified the permissible uses for fresh borrowings by Infrastructure Investment Trusts (InvITs) where net borrowings exceed 49% of the total value of InvIT assets. This follows an amendment to the InvIT Regulations on April 17, 2026. Permitted uses include capital expenditure for asset performance enhancement or capacity augmentation, major maintenance expenses for road projects as defined in the circular, and the refinancing of existing debt. Refinancing is subject to conditions requiring that the original debt was used for permitted purposes and that only the principal portion is refinanced. These provisions are effective immediately.
What you must do
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भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India
CIRCULAR
SEBI/HO/DDHS/DDHS-PoD-2/ I/11700/2026
May 15, 2026
To,
All Infrastructure Investment Trusts (“InvITs”) All Parties to InvITs All Depositories All Recognized Stock Exchanges
Madam / Sir,
Subject: Permitted use of fresh borrowings for InvITs where Net Borrowings exceeds forty-nine percent of the value of InvIT assets
Regulation 20(3)(b)(ii) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 (“InvIT Regulations”) was amended on April 17, 2026 to expand the permissible use of borrowings above forty-nine percent in the manner as specified by the Board
Accordingly, the following shall be considered as permissible use of borrowing above forty-nine percent under Regulation 20(3)(b)(ii) of InvIT Regulations–
2.1. Capital expenditure made to enhance asset performance or for capacity augmentation;
2.2. Major maintenance expense in respect of Road Project, wherein -
2.2.1. Major maintenance expense shall mean expenditure incurred on maintenance of road project which is not routine maintenance and is in accordance with the obligations and requirements specified in the concession agreement;
2.2.2. Road Project shall mean a project in the 'Roads and bridges' infrastructure sub-sector as mentioned in the notification of the Ministry of Finance dated September 19, 2025 and shall include any amendments or additions made thereto.
2.3. Refinancing of debt, by the InvIT, SPV or Holdco, subject to the following conditions:
2.3.1. the original debt which is being refinanced was utilized for the purposes permitted under Regulation 20(3)(b)(ii) of the InvIT Regulations;
2.3.2. only the principal portion of debt is refinanced i.e. any accumulated interest or any charges or fees by whatever name called shall not be refinanced.
This circular shall come into force with immediate effect.
This circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, Regulation 20(3)(b)(ii) and Regulation 33 of the SEBI (Infrastructure Investment Trusts) Regulations, 2014. This circular is issued with the approval of the competent authority.
The recognized Stock Exchanges are advised to disseminate the contents of this Circular on their website.
This circular is available on the website of Securities and Exchange Board of India at www.sebi.gov.in under the category “Legal → Circulars”.
Yours faithfully
Ritesh Nandwani Deputy General Manager Department of Debt and Hybrid Securities Tel No. +91-22-2644 9696 Email id – riteshn@sebi.gov.in