MANU/SMIS/0087/2023

Ministry : Securities and Exchange Board of India

Department/Board : Department of Debt and Hybrid Securities

Circular No. : SEBI/HO/DDHS/DDHS-PoD/P/CIR/2023/184

Date : 06.12.2023

To,

All Infrastructure Investment Trusts (InvITs)
All Parties to InvITs

Madam/Sir,

Revised framework for computation of Net Distributable Cash Flow (NDCF) by Infrastructure Investment Trusts (InvITs)

1. Regulation 18(6) of SEBI (Infrastructure Investment Trust) Regulations, 2014 ("InvIT Regulations"), provides that the Net Distributable Cash Flow (NDCF) shall be computed at the level of InvIT and HoldCo/SPV. Further, the minimum distribution shall be 90% of the NDFC at the Trust level as well as the HoldCo/SPV level, subject to applicable provisions in the Companies Act, 2013 or the Limited Liability Partnership Act, 2008. Paragraph F of Chapter 3 of the Master Circular for Infrastructure Investment Trusts provides an indicative framework for calculating NDCF at SPV level and at the InvIT level.

2. In order to promote Ease of Doing Business, it has been decided to standardize the framework for calculation of available Net Distributable Cash Flows. Accordingly, the revised framework for computation of NDCF by InvITs and its Holdcos/SPVs shall be as per Annexure A.

Applicability of revised NDCF Framework:

3. The revised framework shall be applicable with effect from April 1, 2024 and supersedes the Framework for calculation of Net Distributable Cash Flows provided in Paragraph F of Chapter 3 of the Master Circular for Infrastructure Investment Trusts (InvITs) dated July 06, 2023.

4. This circular is being issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 and Regulation 33 of the InvIT Regulations. This circular is issued with the approval of the competent authority.

5. 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

Annexure- A

A. Computation of Net Distributable Cash Flow at HoldCo/ SPV level:

Particulars

Cash flow from operating activities as per Cash Flow Statement of HoldCo/ SPV

(+) Cash Flows received from SPV's which represent distributions of NDCF computed as per relevant framework (refer note 1 and 9 below) (relevant in case of HoldCos)

(+) Treasury income / income from investing activities (interest income received from FD, tax refund, any other income in the nature of interest, profit on sale of Mutual funds, investments, assets etc., dividend income etc., excluding any Ind AS adjustments. Further clari........