SEBI Says InvIT SPV Project Awarded Via Competitive Bidding Is PPP

01 Jun 2026 CW Team

SEBI noted that the method of award by transparent competitive bidding and the contractual allocation of risks and responsibilities between the public authority and the SPV align with recognised features of a PPP. The regulator observed that an SPV established by an InvIT undertaking project implementation effectively acts as the concessionaire in the project structure. This interpretation draws a distinction between traditional contracting and concession models where long term project economics and shared obligations are central.

The classification has implications for compliance, investor information and transaction documentation for trusts and asset managers. InvIT structures, defined initially as infrastructure investment trust (InvIT), will need to reflect PPP characterisation in their disclosures and in contractual clauses governing revenue sharing and performance guarantees. Market participants responsible for bidding, financing and trustee oversight are required to assess agreements against PPP frameworks that govern concession durations and public authority obligations.

Regulatory clarity will influence how future projects are bid and how InvIT sponsors structure SPVs to participate in public procurements. Stakeholders including investors, fund managers and contracting authorities are advised to align governance and reporting practices with the PPP designation. Observers will watch for further regulatory guidance and implementation steps that follow from the ruling.

The Securities and Exchange Board of India (SEBI) has held that a real estate project awarded to a special purpose vehicle (SPV) of an infrastructure investment trust (InvIT) through competitive bidding constitutes a public-private partnership (PPP). The conclusion clarifies the regulatory characterisation of such transactions under existing securities and infrastructure rules. The ruling addresses how awards made to an SPV formed by an InvIT are to be treated for regulatory and disclosure purposes. SEBI noted that the method of award by transparent competitive bidding and the contractual allocation of risks and responsibilities between the public authority and the SPV align with recognised features of a PPP. The regulator observed that an SPV established by an InvIT undertaking project implementation effectively acts as the concessionaire in the project structure. This interpretation draws a distinction between traditional contracting and concession models where long term project economics and shared obligations are central. The classification has implications for compliance, investor information and transaction documentation for trusts and asset managers. InvIT structures, defined initially as infrastructure investment trust (InvIT), will need to reflect PPP characterisation in their disclosures and in contractual clauses governing revenue sharing and performance guarantees. Market participants responsible for bidding, financing and trustee oversight are required to assess agreements against PPP frameworks that govern concession durations and public authority obligations. Regulatory clarity will influence how future projects are bid and how InvIT sponsors structure SPVs to participate in public procurements. Stakeholders including investors, fund managers and contracting authorities are advised to align governance and reporting practices with the PPP designation. Observers will watch for further regulatory guidance and implementation steps that follow from the ruling.

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