SEBI revises norms for converting private listed InvITs into public InvITs

Circular SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/114 dated 08-08-2025

1. SEBI Updates InvIT Conversion Norms

The Securities and Exchange Board of India (SEBI) has announced updated regulations governing the conversion of a privately listed Infrastructure Investment Trust (InvIT) into a public InvIT. These changes aim to streamline the process and bring greater regulatory clarity for market participants.

2. Alignment with Minimum Unitholding & Lock-In Requirements

As part of the update, the minimum unitholding and lock-in requirements for sponsors and their group entities will now be aligned with the provisions under Regulations 12(3), 12(3A), and 12(5) of the InvIT Regulations. This alignment ensures uniformity across different stages of InvIT operations, enhancing investor protection and compliance consistency.

3. Change in Public Issuance Norms

Previously, a public issuance during the conversion process followed the initial public offer (IPO) norms. Under the revised framework, such issuances will now follow the “follow-on offer” rules. This change simplifies the process, making it less cumbersome for existing privately listed InvITs seeking public listing.

4. Immediate Implementation of Changes

SEBI has clarified that these revised norms will take effect immediately. InvIT sponsors, managers, and investors are expected to take note of the changes and ensure compliance when initiating the conversion process from a private to a public InvIT.

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