SEBI has amended Para 3.19 (Chapter 3) of the Master Circular for InvITs dated July 11, 2025, governing computation of Net Distributable Cash Flows (NDCF), to permit add-back of payments
made towards major maintenance expense for road projects to the extent funded by external borrowing,
at both HoldCo/SPV level and Trust level. A new Note 12 has been inserted prescribing conditions
for such add-back, including: definition of 'Road Project and Major maintenance expense prior
unitholder approval (at least 60% of votes cast) for each project before availing such borrowing, with prescribed disclosures in the explanatory statement (project/SPV details, expense categories, year-wise estimates, impact on future growth and distributions, alternate funding options); a statutory auditor certificate confirming the expenses are in line with concession-agreement obligations and are funded by external borrowing; and disclosure of such borrowing (amount, percentage, and outstanding balance) in the Net Borrowing Ratio, NDCF notes, and debt maturity profile as part of financial results and periodic reports.
