SEBI warns Sustainable Energy Infra Trust on non-compliance

1 min read     Updated on 02 Jul 2026, 06:25 AM
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Sustainable Energy Infra Trust received an administrative warning from SEBI on June 30, 2026, regarding non-compliance with regulations for appointing valuers, auditors, and RTAs without consulting the Trustee. The inspection covered September 1, 2023, to March 31, 2025. The Investment Manager confirmed no monetary impact and committed to enhancing compliance processes.

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Sustainable Energy Infra Trust received an administrative warning from the Securities and Exchange Board of India (SEBI) on June 30, 2026, regarding non-compliance with regulations governing the appointment of valuers, statutory auditors, and registrars to an issue and share transfer agents (RTA). The inspection, which covered the period from September 1, 2023, to March 31, 2025, identified that the Investment Manager failed to consult the Trustee as required under the SEBI (Infrastructure Investment Trusts) Regulations, 2014.

Sustainable Energy Infra Investment Managers Private Limited, acting as the Investment Manager to sustainable energy trust , disclosed the receipt of the warning letter in a regulatory filing submitted on July 1, 2026. The disclosure was made in accordance with Regulation 23 of the SEBI InvIT Regulations.

The specific violation cited in the SEBI order relates to the non-compliance with requirements for the appointment of critical operational roles. The regulator noted that these appointments were not made in consultation with the Trustee, a stipulation designed to ensure governance and oversight within the InvIT structure.

Impact and Response

The Investment Manager has stated that the administrative warning does not result in a monetary impact on Sustainable Energy Infra Trust. In response to the regulator's observations, the manager confirmed it has taken cognizance of the letter and will undertake necessary measures. These actions include enhancing processes and systems to ensure full compliance with SEBI InvIT Regulations and other applicable provisions.

Key Details of the SEBI Order

Particulars Details
Regulatory Authority Securities and Exchange Board of India (SEBI)
Nature of Action Administrative Warning
Date of Receipt June 30, 2026
Inspection Period September 1, 2023 to March 31, 2025
Violation Non-compliance with appointment requirements for valuers, statutory auditors, and RTA in consultation with the Trustee
Financial Impact None

The filing was signed by Ilaa Jayesh Udeshi, Compliance Officer and Head-Company Secretary of Sustainable Energy Infra Investment Managers Private Limited. Copies of the disclosure were sent to the Debt Securities Trustee, Catalyst Trusteeship Limited, and the Units Trustee, Axis Trustee Services Limited.

Historical Stock Returns for Sustainable Energy Trust

1 Day5 Days1 Month6 Months1 Year5 Years
0.0%0.0%+2.44%+0.80%+16.67%+26.00%

Will this administrative warning prompt SEBI to increase the frequency of inspections for other Infrastructure Investment Trusts (InvITs)?

How might the Investment Manager's enhanced compliance processes affect the operational costs and governance structure of the Trust?

Could this governance lapse influence investor confidence or lead to a re-rating of Sustainable Energy Infra Trust's units?

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Sustainable Energy Infra Trust Schedules Third Annual Meeting on July 27, 2026; FY 2025-26 Annual Report Released

4 min read     Updated on 30 Jun 2026, 05:47 PM
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Sustainable Energy Infra Trust has announced its Third Annual Meeting on July 27, 2026, via VC/OAVM, to consider FY 2025-26 audited financials, valuation report, and appointment of new registered valuer Mr. Manish Gadia. The FY 2025-26 Annual Report highlights consolidated total income of INR 7,856 million, EBITDA of INR 6,546 million, NDCF of INR 3,466 million, NAV per unit of INR 115.31, and cumulative distributions of INR 7,132 million since listing.

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Sustainable Energy Infra Trust (SEIT) has announced its Third Annual Meeting (AM) of unitholders, scheduled for Monday, July 27, 2026, at 11:00 A.M. (IST), to be conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The notice, issued on June 29, 2026, by Sustainable Energy Infra Investment Managers Private Limited—the Investment Manager to the Trust—was dispatched to unitholders and debt security holders whose email addresses were registered as on June 26, 2026. The deemed venue for the meeting is the principal place of business of the Trust at CoWrks, Ground Floor, Winchester, South Avenue Road, Downtown Powai, Mumbai 400 076.

Agenda for the Third Annual Meeting

The Third AM will transact the following ordinary business items, each requiring approval by simple majority:

  • Item No. 1: Consideration, approval, and adoption of the Audited Standalone and Audited Consolidated Financial Statements of SEIT for the financial year ended March 31, 2026, along with the Report of Auditors and the Report on Performance of the Trust.
  • Item No. 2: Consideration, approval, and adoption of the Valuation Report of the assets of SEIT for the financial year ended March 31, 2026, prepared by Mr. S. Sundararaman, Registered Valuer (IBBI Registration No.: IBBI/RV/06/2018/10238).
  • Item No. 3: Consideration and approval of the appointment and remuneration of the new Valuer of SEIT.

Appointment of New Registered Valuer

Pursuant to Regulation 21(9) of the SEBI InvIT Regulations, no valuer may undertake valuation of the same project for more than four consecutive years. Mr. S. Sundararaman has conducted valuations of SEIT's assets since his appointment at the board meeting dated September 25, 2023, covering valuation years ended March 31, 2023, March 31, 2024, March 31, 2025, and March 31, 2026—completing four consecutive years. Accordingly, SEIT is required to appoint a new registered valuer.

The Trust proposes to appoint Mr. Manish Gadia, Registered Valuer (IBBI Registration No.: IBBI/RV/06/2019/11646), as the Valuer of the Trust from the date of the Third AM until the date of the Annual Meeting for the financial year ended 2026-2027. The proposed remuneration is set out below:

Parameter: Details
Valuer Proposed: Mr. Manish Gadia
IBBI Registration No.: IBBI/RV/06/2019/11646
Appointment Period: From date of Third AM to date of AM for FY 2026-2027
Remuneration (existing assets): Not exceeding INR 6,00,000 (Rupees Six Lakhs only) plus applicable taxes, levies, and out-of-pocket expenses
Remuneration (new/additional valuations): As mutually agreed between the Investment Manager and the Valuer

Mr. Manish Gadia is a Member of ICAI since 1998 with over 27 years of experience as Partner at M/s JMP Associates, a CA firm, with expertise spanning business valuation, intangible assets valuation, ESOPs, M&A valuation, and sectors including Power & Infrastructure, Iron & Steel, Real Estate, Cement, Engineering, and Pharmaceuticals.

E-Voting and Key Dates

The Trust has appointed National Securities Depository Limited (NSDL) to provide the e-voting facility. Key dates for the Third AM process are as follows:

Event: Date/Time
Record date for e-voting eligibility: Monday, July 20, 2026
Remote e-voting opens: Wednesday, July 22, 2026, 9:00 A.M. (IST)
Remote e-voting closes: Sunday, July 26, 2026, 5:00 P.M. (IST)
Deadline for advance questions to SEIT: Wednesday, July 22, 2026, 5:00 P.M. (IST)
Speaker pre-registration window: Monday, July 20, 2026 (9:00 A.M. IST) to Wednesday, July 22, 2026 (5:00 P.M. IST)
Third Annual Meeting: Monday, July 27, 2026, 11:00 A.M. (IST)

Only unitholders whose names appear in the Register of Beneficial Owners as on the cut-off date of July 20, 2026, will be entitled to cast their votes. Unitholders who have cast their vote through remote e-voting may still participate in the AM via VC/OAVM but will not be entitled to vote again.

FY 2025-26 Financial and Operational Highlights

The Annual Report for FY 2025-26, released alongside the AM notice, highlights SEIT's operational and financial performance across its 1.55 GWp (1,127 MWac) operational solar portfolio spanning six SPVs, eight projects, and five states.

Financial Performance

Metric: FY 2025-26 FY 2024-25
Total Income (Consolidated): INR 7,856 million INR 8,010 million
EBITDA (Consolidated): INR 6,546 million INR 6,810 million
EBITDA Margin: 83% 85%
PAT (Consolidated): INR 1,340 million INR 1,389 million
NDCF: INR 3,466 million INR 3,329 million
Distribution per Unit: INR 10.6985 INR 10.2746
AUM: INR 69,605 million INR 69,006 million
NAV per Unit: INR 115.31 INR 111.85

Operational Performance

Metric: FY 2025-26
Net Generation: 2,439 GWh
Plant Load Factor (AC): 24.7%
Plant Availability: 99%
Weighted Average PPA Tariff: INR 3.06/kWh
Weighted Average Residual PPA Life: ~19.7 years
Yield on Listed Price: 10.70%

Capital Structure and Distributions

As of March 31, 2026, consolidated debt outstanding stood at INR 32,305 million, with a Net Borrowing Ratio of 44.35% and a Debt Service Coverage Ratio (DSCR) of 2.05x on a trailing twelve-month basis. The Trust's debt facilities carry credit ratings of Crisil AAA/Stable and IND AAA/Stable. Since listing on NSE on January 15, 2024, SEIT has declared cumulative distributions of INR 7,132 million (INR 22.01 per unit) across eight quarterly distributions.

The Scrutinizer for the e-voting process is M/s KDA & Associates, Practising Company Secretaries. Results, along with the Scrutinizer's Report, will be communicated to the stock exchanges and placed on SEIT's website at www.seit.co.in within two days of passing of the resolutions.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE0R8O23017/4e624ff139334ecb.pdf

Historical Stock Returns for Sustainable Energy Trust

1 Day5 Days1 Month6 Months1 Year5 Years
0.0%0.0%+2.44%+0.80%+16.67%+26.00%

How will the transition to a new registered valuer impact the reported valuation of SEIT's assets in the upcoming fiscal year?

What strategies does SEIT plan to implement to reverse the slight decline in EBITDA margins observed in FY 2025-26?

With a Net Borrowing Ratio of 44.35%, does SEIT have immediate plans to leverage further for acquisitions or focus on deleveraging?

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