The Securities and Exchange Board of India (SEBI) has said renewable energy generation and supply projects awarded by public sector or government entities to special purpose vehicles (SPVs) of infrastructure investment trusts (InvITs) can be considered public-private partnership (PPP) projects under the SEBI InvIT Regulations.

The clarification was issued through an informal guidance letter to Sustainable Energy Infra Investment Managers, the investment manager of Sustainable Energy Infra Trust.

Sustainable Energy Infra Investment Managers had sought SEBI’s view on whether renewable energy assets acquired through tariff-based competitive bidding or other competitive bidding mechanisms, with government entities as offtakers, should be treated as PPP projects under Regulation 2(1)(zm) of the InvIT Regulations.

The applicant submitted that renewable energy implementation agencies such as SECI, NTPC, NHPC, SJVN, and state government-owned distribution companies conduct tariff-based competitive bidding for renewable energy projects under guidelines issued under the Electricity Act, 2003.

Successful bidders receive letters of award and must comply with the conditions precedent specified in the request for selection. These shortlisted bidders are the SPVs in the InvIT structure.

The SPVs later sign power purchase agreements (PPAs) with nodal agencies, creating an arrangement between a government-owned entity, with a back-to-back arrangement with state-owned distribution licensees, and the SPV as a private-sector entity. The PPAs are typically long-term contracts extending for 25 years. They require the SPV to establish, own, and operate the renewable energy project and supply power at the tariff determined through the bidding process.

The applicant said the PPAs also include provisions covering scheduling and dispatch, billing and payment, technical obligations, change-in-law protection, force majeure, dispute resolution, and other commercial and operational terms.

SEBI noted that Regulation 2(1)(zm) defines a PPP project as an infrastructure project undertaken on a PPP basis between a public concessioning authority and a private SPV concessionaire selected through open competitive bidding or through an MoU with the relevant authority.

SEBI also noted that “Electricity Generation,” “Electricity Transmission,” and “Electricity Distribution” are covered under the infrastructure sub-sectors in the Updated Harmonized Master List of infrastructure sub-sectors notified by the Ministry of Finance on September 19, 2025.

Accordingly, SEBI said that a renewable energy generation project is covered under “infrastructure” and “infrastructure project” under the InvIT Regulations.

SEBI said a project for the generation and supply of renewable energy awarded by a public sector or government entity to an InvIT SPV, where the SPV is selected through competitive bidding or through an MoU with the relevant public sector or government entity, is considered a PPP project under Regulation 2(1)(zm).

The markets regulator said the nodal agency awarding the renewable energy project serves as the public concessioning authority, while the SPV held under the InvIT serves as the private SPV concessionaire.

SEBI also noted that, as per the applicant’s submission, the PPA specifies the allocation of risk between the SPV and the nodal agency. On that basis, the renewable energy project can be treated as a PPP between the public concessioning authority and the private SPV concessionaire.

SEBI added that, since the InvIT Regulations are self-contained for PPP projects, such projects must comply with their requirements.

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