Securities and Exchange Board of India (SEBI) has issued a circular modifying the framework for converting a private listed Infrastructure Investment Trust (InvIT) into a public InvIT. Based on market suggestions and recommendations from the Hybrid Securities Advisory Committee (HySAC), SEBI has streamlined key requirements. The new rules align the minimum unitholding and lock-in periods for sponsors and their groups with the requirements specified in Regulations 12(3), 12(3A), and 12(5) of the InvIT Regulations. Furthermore, the circular clarifies that the procedure and disclosure requirements for the public offering of units during this conversion process will now be the same as those for a follow-on offer, replacing the previous alignment with initial public offers. These changes, which are effective immediately, aim to provide a clearer regulatory path for InvITs making this transition.
Securities and Exchange Board of India
Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/114 August 08, 2025
To,
Bharat InvITs Association
All Infrastructure Investment Trusts (InvITs)
All Parties to InvITs
All Recognised Stock Exchanges
All Registered Depositories
Madam / Sir,
Subject: Review of Framework for conversion of Private Listed InvIT into Public InvIT
1. Chapter 14 of the Master Circular for Infrastructure Investment Trusts (InvITs) dated May 15, 2024 (“Master Circular”) provides the framework for conversion of private listed InvIT into public InvIT.
2. SEBI is in receipt of certain suggestions from market participants to review the aforementioned framework. Based on the same and recommendations of the Hybrid Securities Advisory Committee (“HySAC”), the following changes are made in Chapter 14 of the Master Circular:
2.1. Streamlining the requirements pertaining to minimum contribution from the sponsor(s) and sponsor group(s) in the public issue of units for conversion of a private listed InvIT into a public InvIT
2.1.1. Paragraph 14.6. of the Master Circular shall be substituted with the following:
“14.6. Minimum unitholding for sponsor(s) and sponsor group(s)
14.6.1. The sponsor(s) and sponsor group(s) shall comply with the minimum unitholding requirement specified in Regulation 12(3) and 12(3A) of the InvIT Regulations, as applicable, at all times.”
2.1.2. Paragraph 14.7 of the Master Circular shall be substituted with the following:
“14.7. Lock-in
14.7.1. The lock-in on units held by the sponsor(s) and sponsor group(s) to comply with the minimum unitholding requirement mentioned in paragraph 14.6.1 above shall be as specified in Regulation 12(5) of the InvIT Regulations.”
2.2. Aligning the procedure and disclosure requirements for public offer of units to convert a private listed InvIT into a public InvIT with the procedure and disclosure requirements applicable for follow-on offer
2.2.1. In paragraph 14.3.1. of the Master Circular, for the words “initial”, the words “follow-on” shall be substituted.
2.2.2. Paragraph 14.5.1. of the Master Circular shall be substituted with the following:
“14.5.1. For such public issue, the InvIT shall comply with the requirements for follow-on offer prescribed under InvIT Regulations and the circulars issued thereunder including any amendments thereto.”
2.2.3. In paragraph 14.8.1. of the Master Circular, for the words “initial offer”, the words “such public issue” shall be substituted.
2.2.4. In paragraph 14.9.1. of the Master Circular, for the words “mandated in terms of Schedule III of”, the words “applicable for follow-on offer under” shall be substituted.
2.2.5. In paragraph 14.9.1. a) of the Master Circular, the words “as applicable for a follow-on offer” shall be inserted after the words “ Details of distributions made by the InvIT”.
3. This circular shall be applicable with immediate effect.
4. This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with the provisions of Regulations 14(6) and 33 of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, to protect the interests of investors in securities market and to promote the development of, and to regulate the securities market. This circular is issued with the approval of the competent authority.
5. The recognized Stock Exchanges and Bharat InvITs Association are advised to disseminate the contents of this Circular on their website.
6. This Circular is available on the website of the Securities and Exchange Board of India at 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
Tel No.022-26449696
Email id – riteshn@sebi.gov.in
