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
1. 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
2. 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;
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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.
3. This circular shall come into force with immediate effect.
4. 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.
5. The recognized Stock Exchanges are advised to disseminate the contents of
this Circular on their website.
6. 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
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