SEBI/HO/DDHS/DDHS - PoD - 2/P/CIR/2024/159 — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

CIRCULAR SEBI/HO/DDHS/DDHS - PoD - 2/P/CIR/2024/159 November 13, 2024 To, Bharat InvITs Association All Infrastructure Investment Trusts (InvITs) All Parties to InvITs All Recognised Stock Exchanges All Depositories Madam/Sir, Sub: Relaxation from certain provisions for units allotted to an employee benefit trust for the purpose of a unit based employee benefit scheme, Alignment of timelines for making distribution by InvITs and Format of Quarterly Report and Compliance Certificate – Infrastructure Investment Trusts (InvITs) Relaxation from certain provisions for units allotted to an employee benefit trust for the purpose of a unit based employee benefit scheme SEBI (Infrastructure Investment Trusts) Regulations, 2014 (“InvIT Regulations”) were amended on July 13, 2024 to provide a framework for unit based employee benefit (“UBEB”) scheme. The framework for UBEB scheme, inter-alia , provides that issuance of units to the employee benefit trust shall be based on the guidelines for preferential issue of units, including pricing guidelines as specified by the Board. Chapter 7 of the Master Circular for Infrastructure Investment Trusts (InvITs) dated May 15, 2024 (“Master Circular”) provides the guidelines for preferential issue and institutional placement of units by InvITs. The provisions for preferential issue of units , inter- r- alia, provides the following lock-in and allotment related restrictions: “7.6. Lock- k- in 7.6.1. .......... 7.6.2. The units allotted to persons other than the sponsor(s) shall be locked-in for a period of one year from the date of trading approval for such units . 7.6.3. The entire pre-preferential issue unitholding of the allottees, if any, shall be locked -in from the relevant date up to a period of six months from the date of trading appro