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SEBI Consultation on InvIT Net Distributable Cash Flow (NDCF) Calculation

SEBI released the consultation paper "Review of Framework for Calculation of Net Distributable Cash Flows for InvITs" on June 1, 2026. The paper seeks...

SEBI released the consultation paper "Review of Framework for Calculation of Net Distributable Cash Flows for InvITs" on June 1, 2026. The paper seeks public comments on the treatment of debt used by InvITs, SPVs, or HoldCos for major maintenance expenses in road projects when calculating Net Distributable Cash Flow.

What is SEBI consulting on for InvIT NDCF?

SEBI is consulting on whether payments made for major maintenance expenses of road projects, to the extent funded by external borrowing, should be allowed to be added back for NDCF computation. The source paper explains that the current standardized NDCF framework uses cash flow from operating activities and prohibits using borrowed money for distributions.

Who is affected by the InvIT NDCF consultation?

The consultation is relevant to Infrastructure Investment Trusts, their investment managers, SPVs, HoldCos, road project sponsors, unitholders, stock exchanges, and advisers involved in InvIT distributions and disclosures.

What safeguards does SEBI propose?

The draft circular attached to the consultation paper proposes safeguards around major-maintenance debt, including unitholder approval for debt raised for major maintenance expenses and disclosures on the projects, SPVs, or HoldCos for which such debt is proposed or already raised.

What action should stakeholders take?

Stakeholders should review the consultation paper and submit comments with supporting rationale on SEBI's questions, especially whether borrowed funds used for major maintenance expenses should be added back for NDCF and whether the proposed safeguards and disclosures are adequate.

What is the comment deadline?

Comments and suggestions should be submitted through SEBI's online form by June 22, 2026.

Where is the official SEBI source?

Read the official SEBI consultation paper here: https://www.sebi.gov.in/reports-and-statistics/reports/jun-2026/consultation-paper-on-review-of-framework-for-calculation-of-net-distributable-cash-flows-for-invits_101725.html

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