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Corporate Laws Central Ministry of Finance Securities and Exchange Board of India Act, 1992

Review of Framework for conversion of Private Listed InvIT into Public InvIT

08-Aug-2025 | SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/114

SEBI has issued a circular regarding the Review of Framework for conversion of Private Listed InvIT into Public InvIT, effective from 08th August 2025.

This circular has been issued in reference to the Chapter 14 of the Master Circular for Infrastructure Investment Trusts which provides the framework for conversion of private listed InvIT into public InvIT.

By virtue of this circular,
1. Paragraph 14.6. of the Master Circular has been substituted which is regarding Minimum unitholding for sponsor(s) and sponsor group(s) to comply with minimum unitholding requirement specified in Regulation 12(3) and 12(3A) of the InvIT Regulations, as applicable, at all times, which was earlier specified to be maintained to the extent of fifteen per cent. of the units issued through the public issue or to the extent of fifteen percent of the post-issue capital.
2. Paragraph 14.7 of the Master Circular has been substituted to comply with lock-in requirement with the minimum unitholding requirement as specified in Regulation 12(5) of the InvIT Regulations, which was earlier specified for a period of 1 year from the date of listing of units allotted in the public issue for the units in excess of minimum sponsor(s) contribution.
3. In Para 14.9.1. a) of the Master Circular, the referencing of "as applicable for a follow-on offer" has been inserted after "Details of distributions made by the InvIT" in the Disclosures in the draft offer document/offer document.

Kindly refer to the attached document for more information.

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