NHAI gets SEBI nod for Raajmarg InvIT, paving way for public investment in highways

The Securities and Exchange Board of India (SEBI) has given an in-principle approval for the registration of the Raajmarg Infra Investment Trust (RIIT) as a Public Infrastructure Investment Trust. This marks an important milestone for the National Highways Authority of India (NHAI) as it looks to expand its asset monetisation strategy and tap into a wider pool of investors.

A public InvIT allows individuals and institutions to invest in infrastructure projects in a manner similar to a mutual fund, but instead of equities, the investments are linked to revenue-generating assets such as toll roads. The toll income from these highways is then distributed to investors as returns. SEBI’s approval means NHAI can begin preparing RIIT to eventually raise money from the public.

Over the next six months, RIIT will need to complete several regulatory steps before it receives final approval. These include appointing directors, submitting financial statements, and meeting the compliance requirements set by SEBI.

To run the InvIT, NHAI recently set up Raajmarg Infra Investment Managers Pvt. Ltd. (RIIMPL) as the investment manager. RIIMPL has equity participation from major banks and financial institutions including SBI, PNB, NaBFID, HDFC Bank, ICICI Bank, Axis Bank, Bajaj Finserv Ventures, IDBI Bank, IndusInd Bank and Yes Bank. The involvement of these lenders indicates strong market backing for the InvIT’s structure.

NHAI has been increasingly using asset monetisation to raise funds for new highway development. So far, it has monetised assets worth 48,995 crore through the Toll Operate Transfer model and raised 43,638 crore through four rounds of private InvITs. Moving to a Public InvIT format is expected to expand this momentum by opening up participation to retail investors.

What it means

SEBI’s approval gives NHAI the green light to bring highway assets into a transparent, regulated investment platform that retail investors can access. It shifts part of India’s road financing from government budgets and loans to capital markets. The model provides a new investment product that offers predictable returns backed by toll revenues.

Impact and benefits

For NHAI, the InvIT will help unlock the value of completed highways and generate upfront funds to build new road projects without taking on additional debt. For investors, it creates an opportunity to earn steady long-term returns from national highway assets under a structure that follows strict disclosure and governance standards. For the broader market, it strengthens domestic participation in infrastructure financing and encourages the development of a new asset class centered on public infrastructure.