CIRCULAR
SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/89 June 12, 2025
To,
Bharat InvIT Association (BIA)
All Infrastructure Investment Trusts (InvITs)
All Parties to InvITs
All Recognised Stock Exchanges
Madam / Sir,
Subject: Investor Charter Infrastructure Investment Trusts (InvITs)
1. SEBI, vide Circular no. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/672 dated
November 26, 2021 (Chapter 12 of the Master Circular for InvITs dated May 15,
2024) and Circular no. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/690 dated
December 16, 2021 (Chapter 13 of Master Circular for InvITs dated May 15,
2024), issued Investor charter and format for disclosure of investor complaints by
merchant banker for public offers by InvITs and by merchant bankers for private
placement of units by InvITs respectively.
2. In a move to enhance financial consumer protection alongside enhanced financial
inclusion and financial literacy and in view of the recent developments in the
securities market including introduction of Online Dispute Resolution (ODR)
platform and SCORES 2.0, it has been decided to introduce the investor charter
for InvITs.
3. In view of the above and based on consultation with Hybrid Securities Advisory
Committee (HySAC), investor charter for InvITs is placed at Annexure-A.
4. In this regard, BIA is advised to disseminate the Investor Charter on their website
and mobile applications (if any), and display the Investor Charter at prominent
places in the office. Further, InvITs are advised to bring the Investor Charter to
the notice of their investors by way of disseminating the Investor Charter on their
respective websites and mobile applications (if any), making them available at
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prominent places in the office, provide a copy of Investor Charter through e-mails/
letters etc. BIA and InvITs are also advised to review the Investor Charter from
time to time and update the same in light of any changes made in the SEBI
(Infrastructure Investment Trusts) Regulations, 2014 and/or circulars issued
thereunder.
5. Additionally, in order to ensure transparency in the Investor Grievance Redressal
Mechanism, all the registered InvITs shall disclose on their respective websites,
the data on complaints received against them or against issues dealt by them and
redressal thereof, on each of the aforesaid categories separately as well as
collectively, latest by 7th of succeeding month, as per the format enclosed at
Annexure-B to this circular.
6. The provisions of this circular shall come into force with immediate effect.
7. This circular is issued in exercise of powers conferred under Section 11(1) of
Chapter IV of the Securities and Exchange Board of India Act, 1992 to protect the
interests of investors in securities and to promote the development of, and
to regulate the securities markets and shall come into effect from the date
of this circular.
8. The recognized Stock Exchanges are advised to disseminate the contents of this
Circular on their website.
9. This Circular is available on the website of the Securities and Exchange Board of
India at www.sebi.gov.in under the category “Legal” and under the drop down
“Circulars”.
Yours faithfully
Ritesh Nandwani
Deputy General Manager
Department of Debt and Hybrid Securities
Tel No.022-26449696
Email id - riteshn@sebi.gov.in
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Annexure-A
Investor Charter for InvITs
1. VISION
To develop the Indian InvIT Industry and provide investors with transparent,
efficient, and reliable investment opportunities in infrastructure assets by ensuring
fair and robust regulatory mechanisms and enhance confidence among investors
by protecting and promoting the interests of unitholders.
2. MISSION
i. To support the development of a transparent, ethical and globally competitive
InvIT industry, while upholding the highest standards of corporate governance
and transparency.
ii. To enact and enforce rules and regulations that promote the maintenance of
high professional and ethical standards in all areas of operation of the InvIT
industry.
iii. To work closely with the InvIT industry to recommend and promote good
business practices and a code of conduct to be followed by all InvITs in the
best interests of investors.
iv. To ensure infrastructure assets forming part of InvITs are professionally
managed to deliver optimal performance and returns.
v. To recommend standardized operational processes to be followed by the InvIT
industry for the convenience and benefit of the investors.
vi. To protect the interests of investors.
vii. To establish a robust grievance redressal mechanism for investor protection.
viii. To facilitate informed investment decisions to the investors through timely and
accurate disclosures.
ix. To undertake nationwide investor awareness programmes, to inform and
educate existing and prospective investors about InvITs as an asset class and
to educate the public about the concept and working of InvITs.
x. To contribute to job creation, improved infrastructure, and increased economic
activity.
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3. DESCRIPTION OF ACTIVITIES/ BUSINESS ENTITY
i. Raise funds from investors by issuing units and deploy capital in infrastructure
assets, either directly or through Special Purpose Vehicles (SPVs)/Holding
Companies, ensuring adherence to SEBI InvIT regulations.
ii. Generate revenue from long-term infrastructure projects such as toll roads,
power transmission, renewable energy, telecom towers, data centers, optical
fiber lines logistics infrastructure and such other infrastructure assets.
iii. Operate under a structured framework with a Sponsor, Trustee, Investment
Manager, and Project Manager, ensuring adherence to SEBI InvIT
regulations.
iv. Optimize performance through acquisitions, operational improvements,
refinancing, and strategic asset management.
v. Maintain a minimum of 80% investment in operational, revenue-generating
assets.
vi. In case of publicly listed InvITs, a maximum investment of 10% of AUM is
allowed in under-construction projects over and above investment in
operational and revenue-generating assets.
vii. Distribute not less than 90% of net distributable cash flows of the InvIT to
unitholders periodically.
viii. Provide periodic updates on NAV, acquisition, portfolio performance, financial
information, corporate governance reports, credit ratings and other regulatory
filings through its website.
ix. Publish annual reports, half-yearly reports, quarterly reports, and valuation
reports (by independent valuer) on their respective websites.
x. Provide investor-friendly policies, transparent grievance redressal
mechanisms, and voting rights on key matters affecting the InvIT.
xi. Process unitholder’s financial and non–financial transactions / service
requests.
xii. Aggregate consolidated borrowings capped at 70% of the value of the InvITs.
Any increase of aggregate consolidated borrowings exceeding 25% of value
of InvIT but up to 49% and above 409% up to 70%, shall require unit holders’
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approval and credit rating. In case of aggregate consolidated borrowings
exceeding 49%, (i) funds can be utilised for acquisition or development of
infrastructure projects; (ii) obtain credit rating of “AAA” or equivalent.
4. SERVICES PROVIDED FOR UNITHOLDERS
Financial Transactions (Commercial Transactions)
Sr. Description of Service / Frequency Time taken for providing
no. Activity service
1 Pay-out of distribution  1. Publicly  Within 5 working days from the
proceeds from the record Listed InvITs record date Pursuant to
date – Distribution Regulation 18(6)(c)
not less than
once every six
months in
every financial
year.
 2. Privately
Listed InvITs
– Distribution
not less than
once every
financial year
2 Refund of subscription No later than 15 days from the
money in case minimum issue closing date
subscription is not received
Complaints/Requests
Sr. Description of Service / Frequency Time taken for providing
no. Activity service
1 Resolution of investor - a. Matters such as non-receipt
grievances through of the annual report and notice
internal grievance of postal ballot are to be
redressal mechanisms of addressed by the RTA within a
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the Investment Manager period of 5 working days from
the receipt of the request or in
case, any supporting
documents are required by the
RTA for addressing the
request, within a period of 5
working days from the receipt
of such documents to the
RTA’s satisfaction.
b. Matters other than those
referred to in point (a) above,
including but not limited to
distribution/interest, are to be
addressed by the RTA within a
period of 7 working days from
receipt of the request. In case,
any supporting documents are
required by the RTA from the
Security Holder or any other
party for addressing the
request, such matters will be
addressed within a period of 15
days from the receipt of such
documents to the RTA’s
satisfaction.
2 Resolution of investor - Within 21 calendar days from
grievances by SEBI for the receipt of such compliant
grievances received on
SCORES platform and
Online Dispute Resolution
Mechanism (ODR)*
(*SEBI also requires that
the status of investor
grievances be disclosed
periodically)
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Disclosure / Reports
Sr. Description of Service / Frequency of Time taken for providing
no. Activity Reporting service
Intimation regarding any Within 24 hours from any such
change in InvIT structure, change
1
sponsor, investment
manager, or trustee
Disclosure of periodic  Same for  1. First half year period of the
financial information (Half- both Publicly financial year - within 45 days
2
yearly and Annual and Privately from the end of the half year.
financial information) – Listed InvITs
 2. Annual within 60 days from
both Standalone and
the end of the financial year.
Consolidated*
 3. Quarterly (applicable to
(*as per SEBI Master
InvITs with aggregate
Circular)
borrowing limit above 49%) -
within 30 days from the end of
June and December Quarter.
3 Disclosure of Half-yearly,  Same for  1. Half-Yearly Report - within
Annual and Quarterly both Publicly 45 days from the end of the
Reports* and Privately first half year.
Listed InvITs
(*as per mandatory  2. Annual Report - within 3
disclosures requirements  months from the end of the
laid down in SEBI InvIT financial year.
Regulations)
 3. Quarterly Report
(applicable to InvITs with
aggregate borrowing limit
above 49%) - within 30 days
from the end of June and
December Quarter.
4 Disclosure of valuation  1. Publicly  1. Annual Valuation to be
report of all InvIT assets Listed InvITs completed within 2 months
– from the end of the financial
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year.
a) Annual
2. Half-Yearly Valuation to be
b) Half-Yearly
completed within 1 month
(Quarterly
from the end of the first half
in case
year.
Net
Debt/EV 3. Quarterly Valuation to be
>49%) completed within 1 month from
the end of June, September &
 2. Privately
December quarter (applicable
Listed InvITs
to InvITs with aggregate
- Annual
borrowing limit above 49%)
(Quarterly in
case Net Valuation Reports to be
Debt/EV >49% disclosed within 15 days post
receipt of the reports.
5 Disclosure of compliance Quarterly and 1. Part A of Annexure 15 of
report on governance in Annually the Master Circular for InvIT -
the format as may be within 21 days from the end of
specified by the Board by each quarter
the Investment Manager
 2. Part B of Annexure 15 of
the Master Circular for InvIT -
Within 21 days from the end of
financial year on an annual
basis
 3. Part C of Annexure 15 of
the Master Circular for InvIT -
within three months from the
end of financial year on an
annual basis
6 Disclosure of Unitholding 1. Quarterly  1. Quarterly - within 21 days
Pattern for each class of from the end of each quarter
2. Listing of
investors
units on the  2. One day prior to listing of
stock units on the stock exchanges
exchanges
 3. Within 10 days of any
3. In the event capital restructuring of InvIT
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of any capital resulting in a change
restructuring exceeding 2% of the total
of InvIT outstanding units of InvIT
resulting in a
change
exceeding 2%
of the total
outstanding
units of InvIT
7 Disclosure of asset Prompt intimation which shall
acquisitions, divestments, be later than 24 hours of such
or changes in the asset event which have a bearing on
portfolio the performance or operations
of the InvIT, including asset
acquisitions, divestments, or
changes in the asset portfolio,
value of which exceeds 5 % of
the Value of InvIT Assets.
8 Disclosure of investor Quarterly Within 21 days from the end of
complaints and redressal each quarter
status
9 Disclosure of Annual  Same for Within 60 days from the end of
Secretarial Compliance both Publicly the financial year.
Report and Privately
Listed InvITs
10 Disclosure of Credit Rating To be Review to be completed within
reviewed 30 days from the end of the
annually by financial year and intimation to
the registered be sent immediately
credit rating
Further, details of any credit
agency
rating obtained by the InvIT
Also, upon and any change in the
any change in disclosed rating shall also be
credit rating intimated promptly.
obtained by
Additionally, prompt intimation
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the InvIT for disclosure of details of any
credit rating obtained by the
InvIT and any change in such
rating
Others
Sr. Description of Service / Frequency of Time taken for providing
no. Activity Reporting service
1 InvIT website to remain Continuous To be updated up to last 2 days
functional and updated
with latest content
5. GRIEVANCE REDRESSAL MECHANISM FOR INVESTORS
i. All Infrastructure Investment Trusts (InvITs) are required to publicly display their
investor grievance redressal policy on their websites, outlining the process for
how investors can lodge and resolve complaints against the InvIT.
ii. In case of any grievance / complaint, an investor should approach the
Compliance Officer/ RTA/ Investor Relations Person of the concerned InvIT.
The name and the contact details of the Compliance Officer/ RTA/ Investor
Relations Person are mentioned on the website of the concerned InvIT, whom
one may approach / write to in case of any query, complaints or grievance.
iii. If the investor’s complaint is not redressed satisfactorily, one may lodge a
complaint with SEBI on SEBI’s portal, named 'SCORES', which is a centralized
web-based complaints redress system. SEBI takes up the complaints registered
via SCORES (https://scores.gov.in/scores/Welcome.html) and Online Dispute
Resolution Mechanism (ODR) with the concerned InvIT for timely redressal.
SCORES facilitates tracking the status of the complaint and ODR is a platform
to file complaints/dispute for resolution through online conciliation and
arbitration.
iv. Investors may send their physical complaints to: Office of Investor Assistance
and Education, Securities and Exchange Board of India, SEBI Bhavan. Plot No.
C4-A, ‘G’ Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051
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6. DO’s and DON’Ts FOR INVESTORS
A. DO’s FOR THE INVESTORS
i. Check registration status of the InvIT on SEBI website before investing in
them.
ii. Read all offer related documents and understand the risks involved and
suitability of the investment to the investor’s risk profile.
iii. Provide and keep updated KYC details including address, tax status,
residency, and other key information such as PAN & bank account details
including details in demat account.
iv. Provide own email address and mobile number and to promptly notify
changes to this information, if any to the Depository Participant (DP).
v. Follow respective InvIT’ s websites and Stock Exchange(s) website for
regular updates and disclosures.
vi. Periodically check the holdings directly through the website of depositories /
depository participants.
vii. Consider availing nomination facility through Demat Account in respect of
investments made in InvITs.
viii. Invest through registered and regulated entities
ix. Conduct thorough research or consult financial advisors before investing.
x. Stay informed about regulatory changes and their impact on investments.
xi. Understand and stay informed about the tax implications related to investing
in InvITs, including taxation on capital gains on sale of units
xii. Keep critical information such as user ID, password, etc. confidential. Do
change the passwords frequently.
xiii. Read communications / notices / financial reports / press releases / FAQs,
etc. sent / or published by the InvIT via newspapers, email, website, etc.
B. DONT’s FOR THE INVESTORS
i. Do not invest based solely on hearsay or unsolicited advice.
ii. Do not fall for the promise of indicative or exorbitant or assured returns.
iii. Do not invest in unregistered or unauthorized investment schemes that claim
to be InvITs.
iv. Do not ignore the terms and conditions outlined in investment documents.
v. Do not avoid delaying the reporting of any discrepancies or grievances.
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vi. Do not issue blank cheques or blank signed transaction instructions.
vii. Do not use third-party bank accounts for fund flows for subscription of units.
7. RIGHTS OF INVESTORS
i. Right to receive timely distributions as per the declared schedule made by the
InvIT and SEBI mandates (at least half-yearly for publicly listed InvITs and at
least annually for privately listed InvITs).
ii. Right to vote on significant matters, including the acquisition of new assets,
borrowing, related party transactions, appointment or change of the
Investment Manager, and induction or exit of a Sponsor (with an exit option for
dissenting voters) and such other matters which requires unitholders consent
as per Regulation 22 of SEBI InvIT Regulations.
iii. Right to access a full valuation report of all InvIT assets at least annually for
both publicly and privately listed InvITs.
iv. Right to receive Form 64B (Annual Statement of Income Distributed) within
statutory timeline
v. Right to receive Annual and Half-Yearly report of the InvIT including financial
information, auditors report and valuation report.
vi. Right to be informed of any disclosures that may materially impact investments
in the InvIT.
vii. Right to participate in meetings and vote on matters affecting the InvIT.
viii. Right to privacy of personal information in accordance with applicable laws.
ix. Right to information about the grievance redressal process, including
escalation mechanisms.
x. Right to timely redressal of grievances within the regulatory timelines by the
Compliance Officer.
xi. Right to escalate unresolved complaints to SEBI via the SCORES or ODR
portal
xii. Right to receive corporate actions such as rights issue etc.
xiii. Right to appoint a Unitholders’ Nominee Director by unitholders holding 10%
or more of the total outstanding units of the InvIT, either individually or
collectively.
xiv. Right to inspect the requisite documents/ records as stated in the notice of
Investors’ Meeting or Postal Ballot, if any, at the principal place of business of
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the InvIT during office hours on all working days from the date of dispatch of
the notice until the day of such Meeting or completion of Postal Ballot.
xv. Right to request to call unit holders meeting for such matters as prescribed
under the SEBI InvIT regulations.
8. RESPONSIBILITIES OF INVESTORS
i. To read all offer-related documents carefully before investing.
ii. To invest only through registered and regulated entities; avoid speculation,
rumours, or informal advice.
iii. To stay informed about the InvIT’ s performance, market conditions, and
regulatory updates.
iv. To consistently monitor and comply with SEBI Circulars and amendments to
SEBI InvIT Regulations.
v. To use designated grievance redressal channels for raising concerns and
resolving issues.
vi. To keep critical information such as user IDs, passwords, and financial details
confidential.
vii. To be cautious of misleading promises of assured, indicative, or exorbitant
returns.
viii. To regularly review communications, notices, addendums, FAQs and press
releases from the InvIT via website, newspapers, email, and official sources.
ix. To provide and keep KYC details updated with the Depository Participant
(DP), including address, tax status, residency, PAN, and bank account details
including details in demat account.
x. To ensure that email address and mobile number are up to date and promptly
update any changes with the DP.
9. DUTIES OF BHARAT INVITS ASSOCIATION AS A DESIGNATED BODY FOR
REDRESS OF INVESTOR COMPLAINTS
i. Support Grievance Redressal:
To support grievance redressal in a transparent and efficient manner for all the
Stakeholders. They can lodge a grievance against any InvIT industry member by
emailing at bia@bharatinvitsassociation.com
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ii. To act as a Facilitator between the Investors and BIA members:
Facilitate communication between investors and the concerned BIA member in
case of disputes.
iii. Ensuring Timely Resolution:
To monitor all complaints received on the SCORES portal assigned to BIA as a
designated body, coordinate with relevant members and ensure that the
complaints are resolved within the stipulated timeframe.
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Annexure-B
Format for Investor Complaints Data to be displayed by InvITs on their respective
websites
Part A: Total complaints report (including complaints received through
SCORES)
For the Quarter ending:
All complaints including SCORES
SCORES complaints Complaints
Number of investor complaints
pending at the beginning of
the Quarter
Number of investor complaints
received during the Quarter
Number of investor complaints
disposed of during the
Quarter.
Number of investor complaints
pending at the end of the
Quarter.
Average time taken for
redressal of complaints for the
Quarter
Complaints pending during FY FY/QE__________
Less 1-3 3-6 6-9 9-12 Greater Total
than 1 months months months months than 12
month months
All
complaints
SCORES
complaints
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Complaints resolved during FY FY/QE__________
Less 1-3 3-6 6-9 9-12 Greater Total
than 1 months months months months than 12
month months
All
complaints
SCORES
complaints
Part B: For Financial year ending
All complaints including SCORES Complaints
SCORES complaints
Number of investor
complaints pending at the
beginning of the year
Number of investor
complaints received during
the year
Number of investor
complaints disposed of
during the year.
Number of investor
complaints pending at the
end of the year.
Average time taken for
redressal of complaints for
the year
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Part C: For disclosure in the Annual Report
All complaints including SCORES
SCORES complaints Complaints
Number of investor
complaints pending at the
beginning of the year
Number of investor
complaints received during
the year
Number of investor
complaints disposed of
during the year.
Number of investor
complaints pending at the
end of the year.
Average time taken for
redressal of complaints for
the year
Part D: Trend of monthly disposal of complaints (including complaints received
through SCORES)
Sr. Month Carried Received Resolved* Pending**
Nos: forward from
previous
quarter
1 2 3 4 5 6
1. April- YYYY
2. May- YYYY
3. June- YYYY
4. July- YYYY
Grand Total
*Should include complaints of previous month resolved in the current month. If any.
** Should include total complaints pending as on the last day of the month, if any.
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Part E: Trend of annual disposal of complaints (including complaints received
through SCORES)
Sr. Year Number of Number of Number of Number of
Nos.: complaints complaints complaints complaints
carried forward received resolved pending at
from previous during the during the the end of
year year year the year
1. 2019-20
2. 2020-21
3. 2021-22
4. 2022-23
5. 2023-24
6. 2024-25
Grand
Total
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