SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/114 — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

CIRCULAR SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/114 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 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 . 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) August 08, 2025 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. 7. Lockkin 14.7.1 . The lockkin 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 pub