SEBI/HO/DDHS -PoD -2/P/CIR/2025/102

3 · 1. anything done or any action taken or purported to have been done or taken under the superseded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or adjudication commenced or show cause notice issued prior to such supersession, shall

3 · 2. any application made to SEBI under the superseded circulars, prior to such supersession, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;

3 · 3. the previous operation of the superseded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the superseded circulars, any penalty, incurred in respect of any violation committed against the superseded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the superseded circulars have never been superseded;

1 · 1.In order to facilitate ease of operations in terms of applying for registration, reporting and various compliances under SEBI (Infrastructure Investment Trusts) Regulations, 2014 (SEBI InvIT Regulations), SEBI has introduced an online system for filings related for InvITs. The online system can be used for application for registration, reporting and filing under the provision of aforesaid Regulations.

1 · 2.All applicants desirous of seeking registration as InvITs are now required to submit their applications online only, through SEBI Intermediary Portal at https://siportal.sebi.gov.in . Furthermore, all SEBI registered InvITs are required to file/ submit/ apply for any request, as may be required under the provision of SEBI InvIT Regulations & Circulars issued thereunder, through the online system only. The aforesaid online filing system has been made operational.

1 · 3.Link for SEBI Intermediary Portal is also available on SEBI website - www.sebi.gov.in . In case of any queries and clarifications, users may refer to the manual provided in the portal or contact the Portal Helpline as specified in the manual.

1 · Circular No. SEBI/HO/IMD/DF1/CIR/P/2017/83 dated July 24, 2017

2 · 1.Appointment and obligations of merchant banker and others:

2 · 1.1.The Investment Manager on behalf of the InvIT, in line with Regulation 10 (5) of SEBI InvIT Regulations, shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the lead merchant banker, to carry out the obligations relating to the issue.

2 · 1.2.Where the issue is managed by more than one merchant banker, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each merchant banker shall be predetermined and disclosed in the offer document.

2 · 2.Filing of offer document

2 · 2.1. Draft offer document, offer document and final offer document shall mean as under:

2 · 2.2. The draft offer document shall be filed with the Board and the designated stock exchanges in accordance with InvIT Regulations.

2 · 2.3. The lead merchant bankers shall submit the following to the Board along with the draft offer document:

2 · Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016

2 · 2.4. The draft offer document shall be hosted on the websites as specified under Regulation 14(4)(f) of the InvIT Regulations and the period of hosting on the website for comments, if any, shall be at least twenty one days. The lead merchant banker shall file a statement with the Board giving information of the comments received by them or the InvIT or the parties to the InvIT on the draft offer document during that period and the consequential changes, if any, to be made in the draft offer document.

2 · 2.5. Subject to regulation 14(4)(g),(h) and (i) of InvIT Regulations, the Board may specify changes or issue observations, if any, on the draft offer document within the later of the following:

2 · 2.6. The lead merchant banker shall ensure that all comments received from the Board on the draft offer document are suitably addressed prior to the filing of the offer document with the Board and designated stock exchanges;

2 · 2.7. The lead merchant banker shall submit the following documents to the Board along with the offer document:

2 · 2.8. If changes are made in the draft offer document or offer document with respect to any of the following, the lead merchant banker shall file fresh draft offer document with the Board highlighting all changes made in the draft offer document or offer document, as applicable, along with the fees as specified in InvIT Regulations:

2 · 2.9. All other changes/ updations in the draft offer document or offer document which are not covered under clause 2.2.8 above shall be carried out by the lead merchant banker and offer document with updated details shall be filed with the Board without fees.

2 · 2.10.The merchant banker shall, after filing the offer document with the Board, make a pre -issue advertisement on the website of the sponsor, investment manager and stock exchanges.

2 · 2.11.The merchant banker may also issue such pre-issue advertisement in any newspaper and on the website of the InvIT, if applicable.

2 · 3. Allocation in public issue

2 · 3.1. In an issue made through the book building process or otherwise, the allocation in the public issue shall be as follows:

2 · 3.2. Investment manager on behalf of the InvIT may allocate upto 60% of the portion available for allocation to Institutional Investors to anchor investors as under:

3 · Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019

2 · 4.Application and Abridged version of the offer document.

2 · 4.1. The application form and the abridged version of the offer document as stated in Regulation 14(4)(n) of the InvIT Regulations for the issue shall be prepared by the lead merchant banker.

2 · 4.2. The lead merchant banker shall make arrangements for distribution of the application form along with a copy of the abridged version of the offer document.

2 · 4.3. The abridged version of the offer document shall contain the disclosures as specified in Annexure 3 and shall not contain any matter extraneous to the contents of the offer document.

2 · 4.4. No person shall make an application in the public issue for that number of units which exceeds the number of units offered to public.

4 · Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019

2 · 5.Security Deposit

2 · 5.1. The Investment Manager on behalf of the InvIT shall deposit, before the opening of subscription, and keep deposited with the stock exchange(s), an amount calculated at the rate of 0.5% of the amount of units offered for subscription to the public or Rs 5 crore, whichever is lower.

2 · 5.2. The manner of deposit/refund/release/forfeiture of such deposit shall be in the manner specified by the stock exchange(s) and by the Board from time to time.

2 · 6.Opening of an issue and subscription period.

2 · 6.1. An issue shall be opened after at least five working days from the date of filing the final offer document with the Board.

2 · 6.2. The lead merchant banker shall submit a due diligence certificate as per Form C of Annexure -1, immediately before the opening of the issue.

2 · 6.3. A public issue shall be kept open for at least three working days but not more than thirty days. However, in case the price band in a public issue made through the book building process is revised, the bidding (issue) period disclosed in the final offer document shall be extended for a minimum period of one working day, provided however that the total bidding period shall not exceed thirty days. Provided the price revision can be done maximum twice during the bidding

2 · 6.4. The investment manager on behalf of the InvIT may issue advertisements for issue opening and issue closing.

5 · Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019

2 · 7.Underwriting.

2 · 7.1. Where the InvIT desires to have the issue underwritten, it shall appoint the underwriters in accordance with SEBI (Underwriters) Regulations, 1993.

2 · 7.2. The merchant bankers and syndicate members shall not subscribe to the issue in any manner except for fulfilling their underwriting obligations.

2 · 7.3. In case of underwritten issue, the lead merchant banker or the lead book runner shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.

2 · 8.Price and price band

2 · 8.1. The investment manager on behalf of the InvIT may determine the price of units in consultation with the lead merchant banker or through the book building process.

2 · 8.2. Differential price shall not be offered to any investor.

2 · 8.3. The investment manager on behalf of the InvIT shall announce the floor price or price band at least [two] 6 working days before the opening of the bid (in case of an initial public offer) on the website of the sponsor, investment manager and stock exchanges and in all the newspapers in which the pre issue advertisement was released and website of InvIT, if applicable.

2 · 8.4. The announcement referred to in clause 2.8.3 above shall contain relevant financial ratios computed for both upper and lower end of the price band and also a statement drawing attention of the investors to the section titled "basis of issue price" in the final offer document.

2 · 8.5. The floor price or price band and the relevant financial ratios referred to in clause 2.8.4 shall be disclosed on the websites of those stock exchanges where the units are proposed to be listed.

2 · 8.6. The floor price or price band shall be pre-filled in the application forms available on the websites of the stock exchanges.

6 · Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019

2 · 8.7. The Investment manager on behalf of the InvIT shall, in consultation with lead book runner, determine the issue price based on the bids received.

2 · 8.8. Once the final price (cut-off price) is determined, all those bidders whose bids have been found to be successful (i.e. at and above the final price or cut-off price) shall be entitled for allotment of units.

2 · 8.9. The lead merchant banker may reject a bid placed by a qualified institutional buyer for reasons to be recorded in writing provided that such rejection shall be made at the time of acceptance of the bid and the reasons therefore shall be disclosed to the bidders.

2 · 9.Bidding process

2 · 9.1. [The InvIT shall accept bids using only the Application Supported by Blocked Amount (ASBA) facility for making payment i.e. writing their bank account numbers and authorising the banks to make payment in case of allotment, by signing the application forms.] 7 [In addition, individual investors can apply in public issues of units of InvITs with a facility to block funds through Unified Payments Interface (UPI) mechanism for application value upto Rs. 5 Lac. The process flow for availing the option of blocking funds through UPI mechanism is placed at Part A of Annexure 13.] 8

2 · 9.2. [The bidding process shall be done only through an electronic bidding platform provided by recognised stock exchanges.] 9

2 · 9.3. [Modes of application in public issue of units of InvITs:

7 · Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019

8 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022

9 · Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019

2 · 9.4.New entities / mechanisms part of the public issue process using UPI

2 · 9.5.Validation by Stock Exchanges and Depositories

2 · 9.6.Role of entities involved in the public issue process

10 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022

11 · Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019

12 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022

13 · Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019

2 · 9.7.Other requirements in public issue process

2 · 9.8. [The blocking of funds accompanied with any revision of Bid, shall be adjusted against the amount blocked at the time of the original bid or the previously revised bid.] 15

2 · 9.9. The lead merchant banker shall ensure that adequate infrastructure is available with syndicate members for data entry of the bids in a timely manner.

2 · 9.10.The bidding terminals shall contain an online graphical display of demand and bid prices updated at periodic intervals, not exceeding thirty minutes.

2 · 9.11.The investment manager on behalf of the InvIT may decide to close the bidding by qualified institutional buyers one day prior to the closure of the issue subject to the condition that bidding shall be kept open for a minimum of three days for all categories of applicants and suitable disclosures made in the draft offer document and offer document.

2 · 9.12.No investor shall either withdraw or lower the size of bids at any stage.

2 · 9.13.The identity of Institutional Investors other than strategic investors making the bidding shall not be made public.

2 · 9.14.The stock exchanges shall continue to display on their website, the data pertaining to book built issues in a uniform format, inter alia giving category-wise details of bids received, for a period of atleast three days after closure of bids.

14 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022

15 · Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019

2 · 10.Allotment procedure and basis of allotment.

2 · 10.1.On receipt of the sum payable on application, the investment manager on behalf of the InvIT shall allot the units to the applicants.

2 · 10.2.The allotment of units to applicants other than anchor investors shall be on proportionate basis within the specified investor categories and the number of units allotted shall be rounded off to the nearest integer, subject to minimum allotment as per InvIT Regulations.

2 · 10.3.In case of under -subscription in any investor category, the unsubscribed portion in either of the category specified in clause 2.3.1 may be allotted to applicants in the other category.

2 · 10.4.The authorized representatives of the designated stock exchange along with the post issue lead merchant bankers and registrars to the issue shall ensure that the basis of allotment is finalized in a fair and proper manner.

2 · 11.Listing of units 16

2 · 11.1.The Self Certified Syndicate Banks (SCSBs), stock exchanges, depositories, intermediaries shall co -ordinate to ensure completion of listing (through public issue) and commencement of trading of units of InvIT, within six working days from the date of closure of issue. The indicative timelines from issue closure till listing are as under:

16 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/55 dated April 28, 2022

2 · 12.Maintenance of books and records

2 · 12.1.A final book of demand showing the result of the allocation process shall be maintained by the lead book runner.

2 · 12.2.The book runner/s and other intermediaries associated in the book building process shall maintain records of the book building prices.

2 · 13.Post -issue reports.

2 · 13.1.The lead merchant banker shall submit the following post-issue reports to the Board:

2 · 13.2.The lead merchant banker shall submit a due diligence certificate along with the final post issue report as per Form D of Annexure 1 .

2 · 14.Public communications, publicity materials, advertisements and research reports.

2 · 14.1.Any public communication including advertisement, publicity material, research reports, etc. concerned with the issue shall not contain any matter extraneous to the contents of the offer document.

2 · 14.2.The Investment manager on behalf of the InvIT shall make prompt, true and fair disclosure of all developments taking place between the date of filing offer document with the Board and the date of allotment of units which may have a material effect on the InvIT, by issuing public notices on the website of the sponsor, investment manager and stock exchanges and in all the newspapers in which the pre issue advertisement was released and website of InvIT, if applicable.

2 · 14.3.In respect of all public communications, the Investment manager on behalf of the InvIT shall obtain approval from the lead merchant bankers responsible for marketing the issue.

2 · 14.4.Any such public communication shall comply with the following:

2 · 14.5.No such public communication shall be issued giving any impression that the issue has been fully subscribed or oversubscribed during the period the issue is open for subscription.

2 · 14.6.No such public communication shall contain any offer of incentives, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise.

2 · 14.7.[The merchant bankers shall submit a compliance certificate in respect of news reports appearing for the period between the date of filing the draft offer document with the Board and the date of closure of the issue in accordance with the Clause 11 of Schedule IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.] 17

2 · 15.Other Obligations of Post-issue lead merchant banker

2 · 15.1.Obligations of the post-issue merchant banker with respect to refund, allotment, payment of interest to applicants in case of delayed allotment/refund, etc. are as per the disclosure in the offer document.

17 · Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019

2 · 15.2.The post-issue lead merchant banker shall regularly monitor redressal of investor grievances relating to post-issue activities such as allotment, refund, etc.

2 · 15.3.The post-issue merchant banker shall ensure that advertisement giving details relating to oversubscription, basis of allotment, number, value and percentage of all applications, number, value and percentage of successful allottees for all applications, date of completion of dispatch of refund orders or instructions to SelfCertified Syndicate Banks by the Registrar, date of dispatch of certificates and date of filing of listing application, etc. is released within ten days from the date of completion of the above activities on the website of the InvIT, sponsor, investment manager, stock exchanges and in all the newspapers in which the pre issue advertisement was released, if applicable .

2 · 15.4.The post-issue merchant banker shall ensure that InvIT, advisors, brokers or any other entity connected with the issue do not publish any advertisement stating that issue has been oversubscribed or indicating investors' response to the issue, during the period when the public issue is still open for subscription by the public.

2 · 15.5.The post-issue merchant banker shall continue to be responsible for post-issue activities till the subscribers have received credit to their demat account or refund of application moneys and the listing agreement is entered into by the InvIT with the stock exchange and listing/ trading permission is obtained.

2 · 16.General conditions:

2 · 16.1.Restrictions on issue: No InvIT shall make a public issue of units, if the InvIT or parties to the InvIT or the promoter(s) or director(s) of parties to the InvIT:

2 · 16.2.Alteration of rights of holders of units: No InvIT shall alter the terms (including the terms of issue) of units which may adversely affect the interests of the holders of that units unless a resolution to that effect is passed at a meeting of the unitholders in accordance with Regulation 22(5) of InvIT Regulations .

2 · 16.3.Prohibition on payment of incentives: No person connected with the issue, including a person connected with the distribution of the issue, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application for allotment of units:

2 · 16.4.Appointment of Compliance Officer: The compliance officer designated by the investment manager under Regulation 10(25) of the InvIT Regulations shall be responsible for monitoring the compliance of the securities laws and for redressal of investors' grievances.

2 · 16.5.General obligations of Merchant Bankers

2 · 17.Follow -on Offer18

2 · 17.1.The provisions specified in Chapter 2 of this Master Circulars which are applicable for public issue of units of InvIT are also applicable for follow-on offer by an InvIT.

2 · 17.2.For issuing units through a follow-on offer, the InvIT shall pay fees to the Board as specified in Schedule II of InvIT Regulations along with follow-on offer document / draft follow -on offer document, as applicable.

2 · 17.3.An InvIT desirous of issuing units by way of follow-on offer shall, for any such issue, ensure that:

18 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/44 dated March 28, 2025

2 · 17.4.The Investment Manager and the merchant banker(s) shall be responsible for obtaining in-principle approval and final listing and trading approvals from the stock exchange(s).

2 · 17.5.The amount for general purposes, as mentioned in objects of the issue in the follow -on offer document filed with the Board shall be as specified under clause (va) of sub-regulation (4) of Regulation 14 of the InvIT Regulations.

2 · 17.6.The minimum public unitholding shall be at least twenty-five percent of the total outstanding units of the InvIT on post issue basis.

2 · 17.7.The provisions of Regulation 15 of the InvIT Regulations shall be applicable for follow -on offer document and advertisements in relation to a follow -on offer.

2 · 17.8.Allotment and Listing of units: The timelines for allotment and listing of units of InvIT shall be as per the timelines specified in case of initial public offer as mentioned in Chapter 2 of the Circular on Master Circular for InvITs.

2 · 17.9.Payment of interest in case of failure to allot or list units: The provisions specified under clauses (t) and (u) of sub-regulation (4) of Regulation 14 of the InvIT Regulations shall be applicable mutatis mutandis pertaining to, payment of interest in relation to a follow -on offer in case of failure to allot or list units.

2 · 17.10.Restriction on further issue of units: An InvIT shall not undertake any further issue of units in any manner whether by way of public issue, rights issue, preferential issue, institutional placement or otherwise, except pursuant to a unit based employee benefit scheme (if any) during the period between the date of filing of the draft follow-on offer document/ follow-on offer document for follow-on offer and the listing of the units or refund of application monies:

2 · 17.11.The provisions of Chapter 3 of this Master Circular shall apply in relation to the disclosure of financial information in the follow -on offer document except Section (B) (provisions pertaining to disclosure of projections of InvITs Revenues and Operating Cash flows) and Section (G) (Principles for preparation of combined financial statements)."

2 · 17.12.Filing of offer document for issuing units through a follow-on offer ('follow-on offer document')

2 · 17.13.Submission of due diligence certificate to the Board

3 · 1.Period of financial statements to be disclosed

3 · 1.1. The offer document / placement memorandum shall contain audited financial statements for a period of three financial years and stub period (if applicable) .

3 · 1.2. The audited stub period financial statements shall be disclosed, if financial statements for latest completed financial year included in the offer document / placement memorandum is older than six months from the date of filing of the offer document / placement memorandum. The stub period should not end up to a date earlier than six months from the date of filing of the offer document / placement memorandum .

3 · 1.3. In case of a follow -on offer, if the InvIT has been in existence for a period lesser than the last three completed financial years, then financial statements of the InvIT shall be disclosed for such financial years for which the InvIT has been in existence and for the stub period (if applicable) .

3 · 2.Nature of financial statements

3 · 2.1. In case of an initial offer, audited combined financial statements of the InvIT shall be disclosed in the offer document / placement memorandum . The

19 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/63 dated May 07, 2025

3 · 2.2. In case of a follow -on offer, audited consolidated financial statements of the InvIT shall be disclosed in the offer document. The separate audited financial statements of the InvIT shall be disclosed on the InvIT's website and the link to InvIT's separate financial statements shall be specified in the offer document.

3 · 2.3. In case of a follow -on offer, if the InvIT has undertaken any acquisition or divestment of any material assets after the latest period for which the financial information is disclosed in the offer document but before the date of filing of the offer document, the certified proforma financial statements of the InvIT shall be disclosed for at least the period covering last completed financial year and the stub period , if any .

3 · 3.Content and basis of preparation of financial information

3 · 3.1. The financial information shall be prepared in accordance with Indian Accounting Standards (Ind AS) and/or any addendum thereto as defined in Rule 2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015.

3 · 3.2. The financial information shall, inter-alia, disclose the following financial statements:

3 · 3.3.Applicability of Schedule III of the Companies Act, 2013:

3 · 3.4. In the 'Statement of Profit or Loss', the InvIT shall disclose Earnings per Unit (EPU) in place of Earnings per share. The principles for computation of EPU shall be same as the principles laid down in Ind AS 33 Earnings per Share, to the extent applicable. Relevant disclosures shall be provided as part of the notes for the EPU computation.

3 · 3.5. In the ' Statement of Changes in Unit holders' Equity', changes in unit holders' equity resulting from aggregate amount of investments by unit holders in the InvIT, and dividends / other distributions by InvIT to unit holders shall be disclosed separately.

3 · 3.6. For the purpose of preparation of financial information under the InvIT Regulations, Unit Capital shall be considered as Equity.

3 · 3.7. The financial information shall be disclosed after making the following adjustments, wherever applicable and wherever quantification is possible:

3 · 3.8. Financial statements shall disclose all 'material' items, i.e., the items if they can, individually or collectively, influence the economic decisions made on the basis of the financial statements. Materiality shall be judged and determined by the Investment Manager depending upon pertinent facts and circumstances, including the size or nature of the item or a combination of both.

3 · 4.Additional financial disclosures

3 · 4.1.Project wise operating cash flows:

3 · 4.2.Contingent liabilities:

3 · 4.3.Commitments:

3 · 4.4.Related party transactions:

3 · 4.5.Capitalisation statement

3 · 4.6.Debt payment history

3 · 4.7.Statement of Net Assets at Fair Value

3 · 4.8.Statement of Total Returns at Fair Value

3 · 5.Audit of Financial Information:

3 · 5.1.The financial information shall be audited and the following shall be complied with respect to same:

3 · 6. The offer document / placement memorandum shall contain disclosures of the projections of revenues and operating cash flows of the InvIT including related assumptions, project-wise, for the next three financial years and for the current financial year (i.e. the financial year in which the offer document / placement memorandum is filed with the Board). For the current financial year , the breakup of amount shall be given in the notes to projections as (a) Actual, and (b) Projection.

3 · 7.In case of initial offer, the projections shall be disclosed for InvIT assets/projects that are proposed to be owned by the InvIT prior to the allotment of units in the public offer/private placement.

3 · 8.The following minimum items shall be disclosed as a part of the projections:

3 · 9.The aforesaid projections, including assumptions, shall be certified by the auditor. For the purpose of said certification, the auditor shall be guided by the requirements of SAE 3400 for 'The Examination of Prospective Financial Information' and any other relevant standards/directions issued by ICAI in this context.

3 · 10.Further, the aforesaid projections (including the underlying assumptions and calculations) shall also be certified by the Investment Manager.

3 · 11.InvIT shall prepare and disclose Management Discussion and Analysis (MDA) (by the Investment Manager), based on the financial statements. A comparison shall be provided for the most recent financial information with financial information of previous two years.

3 · 12.MDA shall, inter-alia contain the following:

3 · 13.Working Capital

3 · 14.Past Market Performance

3 · 15.Other Disclosures

3 · 16.An offer document/placement memorandum of InvIT shall include summary of the audited consolidated financial statements (including the Balance Sheet and

3 · 17.In case the Investment Manager and/or Sponsor(s) has/have done a transition from Companies (Accounting Standards) Rules, 2021 to Companies (Indian Accounting Standards) Rules, 2015 at any time during the period of last three years, then the financial information for the last three years shall be disclosed on the following basis:

3 · 18.Further, if any of the Investment Manager/Sponsor is a foreign entity and is not legally required to comply with the Companies Act, 2013, then the financial statements of such entity may be prepared in accordance with International Financial Reporting Standards (IFRS).

3 · 19.The framework for computation of NDCF by InvITs and its Holdcos/SPVs shall be as under:

3 · 20.For preparation of Combined Financial Statements, as has been indicated in paragraph 3.2.1 under Section '(A)' above, InvIT shall follow the following principles:

3 · 20.1.Assets/entities forming part of Combined Financial Statements:

3 · 20.2.Underlying assumption for preparation of Combined Financial Statements

3 · 20.3.Preparation of Combined Financial Statements:

3 · 21.In addition to the principles listed at paragraph 3.20 above, the InvIT/Investment Manager, while preparing the Combined Financial Statements of the InvIT, shall also be guided by the requirements laid down in the 'Guidance Note on Combined and Carve -Out Financial Statements' and any other pertinent guidance/directions issued by ICAI in this context.

3 · 22.For preparation of proforma financial statements , a as has been indicated in paragraph 3.2.3 under Section '(A)' above, the acquisition / divestment would be considered as material if acquired / divested business or SPV or HoldCo in aggregate contributes

3 · 23.The proforma financial statements shall be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time and certified by statutory auditor of the InvIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) appointed by the investment manager on behalf of the InvIT.

3 · 24.InvIT may voluntarily choose to provide proforma financial statements of acquisitions or divestments (i) even when they are below the above materiality threshold, or (ii) if the acquisitions or divestments have been completed prior to the latest period(s) for which financial information is disclosed in the offer document. Furthermore, the proforma financial statements may be disclosed for such financial periods as determined by the investment manager. In case of one or more acquisitions or divestments, one combined set of proforma financial statements should be presented.

3 · 25.InvIT may also voluntarily include financial statements of the business acquired or divested, provided that such financial statements are certified by the auditor (of the asset acquired or divested) or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI.

3 · 26.Where the businesses acquired / divested does not represent a separate entity, general purpose financial statement may not be available for such business. In such cases, combined / carved-out financial statements for such business shall be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time.

3 · 27.Further, in case of non-material acquisitions / divestments, disclosures in relation to the fact of the acquisition / divestment, consideration paid / received and mode of financing shall be made in the offer document / placement memorandum. Further, such disclosures shall be certified by the statutory auditor of the InvIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the

3 · 28.If the proceeds of issue are to be used for acquisition of one or more businesses or entities, the InvIT may voluntarily provide proforma financial statements to disclose the impact of such acquisition, for such financial periods as determined by the investment manager , provided such proforma financial statements are prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time and certified by the statutory auditor of the InvIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI and who are appointed by the investment manager on behalf of the InvIT.

3 · 29.The follow -on offer document shall contain disclosures specified under Schedule III of the InvIT Regulations .

3 · 30.In case the objects of the issue involve acquisition of any new asset(s) , the following disclosures shall be made in the follow -on offer document for the asset(s) proposed to be acquired from the proceeds of the follow-on offer:

3 · 31.In case any show-cause notice(s) has been issued by the Board or the adjudicating officer or prosecution proceeding(s) has been initiated by the Board, against the InvIT or its sponsor, sponsor group, investment manager or their respective promoters or directors, necessary disclosures in respect of such action(s) along with its potential adverse impact on the InvIT shall be made in the follow-on offer document .

3 · 32.If the InvIT or its sponsor, sponsor group, investment manager or their respective promoters or directors has settled any alleged violations of securities laws through the settlement mechanism of the Board in the past three years immediately preceding the date of filing of the follow-on offer document, then disclosure of such compliance of the settlement order, shall be made in the follow-on offer document .

3 · 33.Other Disclosures

3 · 34.The merchant banker shall ensure that the financial information contained in the follow -on offer document and the particulars as per audited financial statements are not more than six months old from the issue opening date.

4 · 1.Frequency and Time period for disclosures:

4 · 1.1.The InvIT shall submit quarterly and year to date financial results to the stock exchanges within forty-five days of end of each quarter, other than the last quarter.

4 · 1.2.The InvIT shall submit annual financial results for the financial year to the stock exchanges, within sixty days from the end of the financial year.

4 · 1.3.The InvIT shall submit financial results in respect of the last quarter along with the results for the entire financial year, with a note stating that the figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the current financial year.

4 · 1.4.The InvIT shall submit a Statement of Net Distributable Cash Flows (NDCF) as part of the financial results, whenever the InvIT declares and distributes NDCF as per the distribution policy disclosed to the unitholders .

4 · 1.5.The InvIT shall submit following statements on half yearly and annual basis as part of the financial results:

20 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/63 dated May 07, 2025

4 · 1.6.The InvIT shall also disclose Statement of NCDF in the annual report , half yearly report and quarterly report, as applicable .

4 · 1.7.The InvIT shall, subsequent to listing, submit its financial information for the quarter or the financial year immediately succeeding the period for which the financial statements have been disclosed in the offer document / placement memorandum for the initial offer, in accordance with the above specified timeline i.e. within forty-five days of end of quarter or within sixty days from the end of the financial year, as the case may be, or within twenty-one days from the date of its listing, whichever is later.

4 · 2.Nature and format of financial information

4 · 2.1.The financial information shall be disclosed on both separate as well as consolidated basis , unless otherwise specified .

4 · 2.2.Financial Results

4 · 2.3.Statement of Assets and Liabilities

4 · 2.4.Statement of Changes in Unitholders’ Equity

4 · 2.5.Statement of Cash Flows

4 · 2.6.Statement of Net Assets at Fair Value

4 · 2.7.Statement of Total Returns at Fair Value

4 · 2.8.Statement of NDCFs

4 · 3.Comparative information

4 · 3.1.The annual financial information shall contain comparative information for the immediately preceding financial year.

4 · 3.2.The comparative information would consist of corresponding amounts (comparative figures) for all the items shown in the financial statements (as

4 · 3.3.In cases where the InvIT was not in existence in the previous corresponding reporting period(s) mentioned at paragraph 4.3.1 above, then the comparative information may not be provided and the said fact shall be clearly disclosed.

4 · 4.Basis of preparation of financial information

4 · 4.1.The financial information shall be prepared on the basis of accrual accounting policy and shall be in accordance with uniform accounting practices adopted for all the periods , e except if otherwise permitted under Ind AS and / or any addendum thereto as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 .

4 · 4.2.The financial results and the financial statements (other than annual financial statements) of the InvIT shall be prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 – Interim Financial Reporting, specified under the Companies (Indian Accounting Standards) Rules, 2015.

4 · 4.3.Additionally, InvITs shall also follow relevant accounting laws, as prescribed by

4 · 4.4.In addition to the disclosure mentioned above, the InvIT may, if it so desires, also submit the financial information as per the International Financial Reporting Standards ('IFRS'). In such case, the material differences, if any, between the financial information as per Ind AS and as per IFRS, shall be appropriately highlighted and explained .

4 · 5.Financial Statements:

4 · 5.1.The financial statements shall be as mentioned in paragraph 3.3.2 of Chapter 3 of this master circular and shall be prepared in the manner specified in paragraph

3 · 3.3 of Chapter 3 of this master circular, with the exceptions and modifications as mentioned below:

4 · 5.2.In the 'Statement of Profit or Loss', the InvIT shall disclose Earnings per Unit (EPU) in place of Earnings per share. The principles for computation of EPU shall be same as the principles laid down in Ind AS 33 Earnings per Share, to the extent applicable. Relevant disclosures shall be provided as part of the notes for the EPU computation.

4 · 5.3.In the ' Statement of Changes in Unit holders' Equity', changes in unit holders' equity resulting from aggregate amount of investments by unit holders in the

4 · 5.4.The annual separate and consolidated financial statements of the InvIT shall be prepared in accordance with Indian Accounting Standards (Ind AS) and / or any addendum thereto as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 to the extent not contrary to the InvIT Regulations.

4 · 5.5.The financial statements, other than annual financial statements, of the InvIT can be in the form of condensed financial statements prepared in compliance with the minimum requirements for condensed financial statements laid down in Indian Accounting Standard 34 – Interim Financial Reporting, specified under the Companies (Indian Accounting Standards) Rules, 2015.

4 · 5.6.Financial statements shall disclose all 'material' items, i.e., the items if they can, individually or collectively, influence the economic decisions made on the basis of the financial statements.

4 · 5.7.In cases of any sale/divestment of any holding(s)/investment(s) in underlying SPV(s)/HoldCo(s) or any sale of infrastructure assets by the InvIT, the profit/loss on such transactions should be shown on a gross basis.

4 · 6.Additional disclosures while submission of financial information

4 · 6.1.Investment Manager and Project Manager Fees:

4 · 6.2.Sub -sector investments:

4 · 6.3.Changes in Accounting policies:

4 · 6.4.Disclosures related to Modified Opinion(s)

4 · 6.5.Other Statements:

4 · 6.6.Statement of Net Borrowings Ratio

4 · 6.7.Statement of Net Assets at Fair Value

4 · 6.8.Statement of Total Returns at Fair Value

4 · 7.Approval and authentication of financial information:

4 · 7.1.The financial information submitted shall be approved by the board of directors of the investment manager.

4 · 7.2.Subsequent to the above, the financial information shall be signed by the Chairperson or the Managing director/partner or the Whole time director/partner on the Board of Directors/Governing Body of the Investment Manager and in the absence of all of them; it shall be signed by any other director/partner of the Investment Manager who is duly authorized by the Board of Directors/Governing Body to sign the financial information.

4 · 8.Audit of Financial Information:

4 · 8.1.The annual financial information submitted to the stock exchanges shall be audited and accompanied with audit report .

4 · 8.2.The financial information, other than annual financial information, submitted to the stock exchanges may be either audited or unaudited subject to the following:

4 · 8.3.The audit / limited review shall be carried out by the auditor appointed for the InvIT as per the InvIT regulations. The auditor, so appointed, shall be the one who has subjected itself to the peer review process of the Institute of Chartered Accountants of India ('ICAI') and who holds a valid certificate issued by the Peer Review Board of ICAI.

4 · 8.4.The InvIT shall ensure that, for the purpose of quarterly and year to date consolidated financial information, hundred percent of each of the consolidated revenue, assets and profits, respectively, shall be subjected to audit in case of audited results, or shall be subjected to limited review in case of unaudited results .

4 · 8.5.In case the financial information is audited, it shall comply with all the requirements specified in paragraph 3.5 of Chapter 3 of this master circular, to the extent applicable, and the audit report shall contain disclosures stated therein. In addition to the auditor's opinion on the matters specified in paragraph 3.5.1 e) of Chapter 3 of this master circular, the auditor shall also give his opinion on the following:

4 · 8.6.While performing limited review as required under Regulation 13(2)(e) of the InvIT Regulations, the InvIT , the statutory auditors of InvIT , the entities whose accounts are to be consolidated with the InvIT and the statutory auditors of such

4 · 9.An InvIT shall disclose summary of the audited consolidated financial statements (including the Balance Sheet and Statement of Profit and Loss (without schedules)) of Investment Manager for the latest financial year, along with comparative figures for the immediate preceding financial year, prepared in accordance with the accounting standards and laws, as applicable for the Investment Manager, in the annual report of the InvIT .

4 · 10.The above information may not be disclosed if the Investment Manager's Net worth is not materially eroded (Material erosion shall be judged by the Trustees in light of various pertinent factors including but not restricted to size of InvIT, size of Investment Manager, amount of Net worth erosion, prevailing circumstances, etc.) when compared to its Net worth as per its last disclosed financial statements by the InvIT. If the financial information of Investment Manager is not disclosed because of the fact that there is no material erosion in the net worth as compared to the net worth as per the last disclosed financial statements, the said fact shall be clearly disclosed.

4 · 11.Every InvIT shall maintain proper books of account, records and documents etc. relating to a period of not less than eight financial years immediately preceding a financial year, or where the InvIT had been in existence for a period of less than eight years, in respect of all the preceding years.

4 · 12.Listing Agreement:

4 · 12.1.InvIT shall enter into a simplified listing agreement, with all the Stock Exchanges where it proposes to list its units, in lines with the format as specified under the SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015 on 'Format of uniform Listing Agreement'.

4 · 12.2.However, with respect to the compliance with the listing conditions, InvIT shall follow the InvIT regulations and circulars issued therein.

4 · 13.Disclosure of Unit holding pattern:

4 · 13.1.An InvIT shall disclose its Unit holding pattern for each class of unit holders, as applicable, within the following time periods, as applicable:

4 · 13.2.The Unit holding pattern shall be disclosed in the following format:

4 · 14.Review of Credit Rating:

4 · 14.1.Every credit rating, wherever required to be obtained by an InvIT as per Regulation 20 (2) of the InvIT regulations, shall be reviewed once a year, by the registered credit rating agency.

4 · 14.2.The credit rating review shall be completed annually within 30 days from the end of the financial year. Further, immediately upon completion of the credit rating review exercise and upon the receipt of the credit rating report, an intimation along with all pertinent information should be made to the Stock Exchanges.

4 · 15.Website of InvIT:

4 · 15.1.An InvIT shall maintain a functional website wherein the contents of the said website should be updated up to last 2 days and the website which should contain all the relevant information about InvIT, inter-alia, including the following:

4 · 15.2.Further, the contents of the website should be updated within 2 days of any changes / developments which trigger a need for an update on the website.

4 · 16.Grievance Redressal Mechanism:

4 · 16.1.InvIT shall ensure that adequate steps are taken for expeditious redressal of investor complaints.

4 · 16.2.InvIT shall ensure that it is registered on the SCORES platform or such other electronic platform or system of the Board as shall be mandated from time to time,

4 · 16.3.All complaints including SCORES complaints received by the InvIT shall be disclosed in the format mentioned in Annexure -7 on the website of the InvIT and also filed with the recognized stock exchange(s), where its units are listed within 21 days from the end of financial year or end of quarter, as the case may be.

4 · 16.4.The Trustee and the Board of Directors/Governing Body of the Investment Manager shall ensure that all investor complaints are redressed by the Investment Manager in timely manner. Further, the statement as specified in paragraph 4.16.3 above shall be placed, on a quarterly basis, before the Board of Directors/Governing Body of the Investment Manager and the Trustee for review.

4 · 17.Statement of deviation(s) or variation(s)

4 · 17.1.The InvIT shall submit to the recognized stock exchange(s), where its units are listed, the following statement(s) on a quarterly basis for any private issue, public issue, rights issue, preferential issue, etc.:

4 · 17.2. The statement(s) specified above, shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.

4 · 17.3. InvIT shall prepare an annual statement of funds utilized for purposes other than those stated in the offer document/placement memorandum or explanatory statement to the notice for the general meeting, certified by the statutory auditors of the InvIT, and place it before the before the Trustee and the Board of Directors/Governing Body of the Investment Manager till such time the money raised through the issue has been fully utilized.

4 · 18.Additional disclosure requirements for InvITs which have outstanding borrowings

4 · 18.1. InvITs which have issued debt securities under SEBI (Issue and Listing of NonConvertible Securities) Regulations, 2021 shall be required to comply with following continuous disclosure requirements:

4 · 18.2. InvITs which have any outstanding borrowings shall make the following disclosures:

4 · 18.3. Modified opinion(s) in audit reports having a bearing on the interest payment or redemption or principal repayment capacity of the InvITs shall be appropriately and adequately addressed by the board of the investment manager while publishing the accounts for the said period.

5 · 1.The operational modalities, for the participation by the strategic investors in InvITs shall be as under:

5 · 1.1.An InvIT, if chooses to invite subscriptions from the strategic investors shall undertake the same in the following manner:

21 · Circular No. SEBI/HO/DDHS/CIR/P/2018/10 dated January 18, 2018

5 · 1.2.The units subscribed by strategic investors, pursuant to the unit subscription agreement, will be locked-in for a period of 180 days from the date of listing in the public issue.

6 · 1.For issuance of debt securities, InvITs shall follow provisions of SEBI (Issue and Listing of Non-Convertible Securities) Regulations , 2021 ("NCS Regulations") in the following manner:

6 · 1.1.Regulation 25(4) and Regulation 16 of NCS Regulations shall not be applicable for issuance of debt securities by InvITs.

6 · 1.2.The compliances required to be made with respect to Companies Act, 2013 or any filing to be made to Registrar of Companies in terms of the NCS Regulations, shall not apply to InvITs for issuance of debt securities unless specifically provided in this chapter .

6 · 1.3.All other provisions of NCS Regulations shall apply to InvITs subject to there being no conflict with InvIT Regulations or circulars issued thereunder. In case of conflict, provisions of InvIT Regulations or circulars issued thereunder shall prevail over NCS Regulations.

6 · 2.For the issuance of debt securities InvITs shall appoint one or more debenture trustee registered with SEBI under Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993.

6 · 3.Any secured debt securities issued by InvITs shall be secured by the creation of a charge on the assets of the InvIT or holdco or SPV, having a value which is sufficient for the repayment of the amount of such debt securities and interest thereon.

22 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2018/71 dated April 13, 2018

6 · 4.With reference to NCS Regulations and LODR Regulation and circulars issued thereunder, the reference to the following terms made therein, should, for the purpose of this chapter, be construed as follows, unless otherwise required:

7 · 1."Institutional Placement" shall mean a preferential issue of units by a listed InvIT only to Institutional Investors, as defined under InvIT Regulations.

7 · 2.A listed InvIT may make a preferential issue of units or institutional placement of units under these guidelines, if it satisfies the following conditions:

7 · 2.1. A resolution of the existing unitholders approving the issue of units, in accordance with Regulation 22(5) of the InvIT Regulations has been passed.

7 · 2.2. [Units of the same class, which are proposed to be allotted have been listed on a stock exchange for a period of at least six months prior to the date of issuance of notice to its unit holders for convening the meeting to pass the resolution in terms of clause 7.2.1 above . ] 24

7 · 2.3. The InvIT has obtained in principle approval of the stock exchange(s) for listing of the units proposed to be issued under these guidelines.

7 · 2.4. The InvIT is in compliance with all the conditions for continuous listing and disclosure obligations under the InvIT Regulations and circulars issued thereunder.

7 · 2.5. None of the respective promoters or partners or directors of the sponsor(s) or investment manager or trustee of the InvIT is a fugitive economic offender declared under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018).

23 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/143 dated November 27, 2019

24 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/129 dated September 28 , 2022

7 · 2.6. [The InvIT shall not make any subsequent institutional placement until the expiry of two weeks from the date of the prior institutional placement made pursuant to one or more resolutions.] 25

7 · 3.Any issuance of units under these guidelines shall be done in the following manner:

7 · 3.1.The units shall be allotted in the dematerialized form only and shall be listed on the stock exchange(s) where the units of the InvIT are listed.

7 · 3.2.Any offer or allotment through private placement shall not be made to more than 200 investors (excluding institutional investors) in a financial year.

7 · 3.3.Other than to the extent of the issue of units that is proposed to be made for consideration other than cash, full consideration for the units issued shall be paid by the prospective allottees prior to the allotment of the units, through banking channels. All such monies shall be kept by the Trustee in a separate bank account in the name of the InvIT and shall only be utilized for adjustment against allotment of units or refund of money to the applicants till the time such units are listed.

7 · 3.4.The minimum allotment and trading lot for units issued shall be equivalent to the minimum allotment and trading lot as applicable to the units of the same class, under the extant provisions of the InvIT Regulations or circulars issued thereunder.

7 · 3.5.[Post allotment, the InvIT shall make an application for listing of the units to the stock exchange(s) and the units shall be listed within two working days from the date of allotment:

25 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/183 dated September 28, 2020

7 · 3.6.The InvIT shall file an allotment report with SEBI within seven days of allotment of the units, providing details of the allottees and allotment made. Placement document, if applicable, shall also be filed with the Board along with the allotment report.

7 · 3.7.The issue of units shall comply with the conditions and manner of allotment for preferential issue and institutional placement as provided in paragraphs 7.4 to 7.11 below .

7 · 4.Unit holders’ approval

7 · 4.1.The issuer shall, in an explanatory statement to the notice for the general meeting proposed for passing the resolution in terms of para 7.2.1 above, make appropriate disclosures including the following:

26 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0115 dated August 26, 2022

7 · 5. Pricing of Units

7 · 5.1.[Where the units of the InvIT are frequently traded, the price of units to be allotted pursuant to the preferential issue shall not be less than higher of the following:

7 · 5.2.A preferential issue of units to "institutional investors" not exceeding five in number, shall be made at a price not less than the 10 trading days' volume weighted average prices of the related units quoted on a recognised stock exchange preceding the relevant date .

7 · 5.3.Where the units of an InvIT are not frequently traded, the price determined by the InvIT shall take into account the NAV of the InvIT based on a full valuation of all existing InvIT assets conducted in terms of InvIT Regulations.

7 · 6.Lock -in

7 · 6.1.[The units allotted to sponsor(s) and sponsor group(s) shall be locked-in as under:

27 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0115 dated August 26, 2022

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 approval.

7 · 6.4.[The lock-in requirement mentioned at paragraph 7.6.2. and 7.6.3. above shall not be applicable in case of units allotted to an employee benefit trust for the purpose of a unit based employee benefit scheme in compliance with Chapter IVB of the InvIT Regulations.] 29

7 · 6.5.[Units allotted under a preferential issue to a sponsor or its sponsor group entities which are subject to lock-in, may be transferred among such sponsor

28 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/44 dated March 28, 2025

29 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/159 dated November 13, 2024

7 · 7.Allotment

7 · 7.1. [Preferential issue of units shall not be made to any person who has sold or transferred any units of the issuer during the 90 trading days preceding the

30 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/44 dated March 28, 2025

7 · 7.2.Allotment pursuant to the unit holders' resolution shall be completed within a period of fifteen days from the date of passing of such resolution:

31 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0115 dated August 26, 2022

32 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/159 dated November 13, 2024

7 · 8.Placement document

7 · 8.1.The issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue.

7 · 8.2.The lead manager(s) shall, while seeking in-principle listing approval for the units, furnish to each stock exchange on which the same class of units of the issuer are listed, a due diligence certificate stating that the units are being issued under institutional placement and that the issuer complies with requirements of these guidelines, and also furnish a copy of the preliminary placement document along with any other document required by the stock exchange.

7 · 8.3.The lead manager(s) shall exercise due diligence and shall satisfy themselves with all aspects of the Issue including the veracity and adequacy of disclosures in the placement document .

7 · 8.4.The institutional placement shall be made on the basis of a placement document which shall contain all material information, including disclosures as specified in Annexure - 6 .

7 · 8.5.The preliminary placement document and the placement document shall be serially numbered and copies of the same shall be circulated only to select investors.

7 · 8.6.The preliminary placement document and the placement document shall be placed on the websites of the relevant stock exchange(s) and of the issuer with a disclaimer to the effect that it is in connection with an institutional placement and that no offer is being made to the public or to any other category of investors.

7 · 9.Pricing of Units

7 · 9.1.[The institutional placement by public InvIT shall be made at a price not less than the average of the weekly high and low of the closing prices of the units of the same class quoted on the stock exchange during the two weeks preceding the relevant date.

7 · 9.2.The institutional placement by privately placed InvIT shall be made at a price not less than the NAV per unit, based on the full valuation of all existing InvIT assets conducted in terms of InvIT Regulations.] 33

7 · 10.Transferability

7 · 10.1.The units allotted through the institutional placement shall not be sold by the allottee for a period of one year from the date of allotment, except on a recognised stock exchange.

7 · 11.Allotment

7 · 11.1.Allotment pursuant to the unit holders' resolution shall be completed within a period of 365 days from the date of passing of such resolution:

33 · Circular No. SEBI/HO/DDHS/DDHS -PoD/P/CIR/2024/10 dated February 08, 2024

7 · 11.2.[No allotment shall be made, either directly or indirectly, to any institutional investor who is a sponsor(s) or investment manager, or is a person related to, or related party or associate of, the sponsor(s) or the investment manager: Provided that allotment of units can be made to the sponsor for un-subscribed portion in the institutional placement subject to following conditions

34 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/129 dated September 28 , 2022

8 · 1.InvITs, wherein units are issued by way of private placement and which are proposed to be listed, shall file a draft placement memorandum with the Board and stock exchange(s) through a merchant banker registered with the Board not less than thirty days prior to opening of the issue.

8 · 2.The draft placement memorandum shall contain disclosures as specified in Schedule III of InvIT Regulations and the merchant banker shall submit a due diligence certificate as per Form A of Annexure - 1 (to the extent applicable) along with the draft placement memorandum.

8 · 3.The Board may issue observations, if any, on the draft placement memorandum within fifteen working days from the later of the following dates:

8 · 4.The merchant banker to the issue, shall ensure that all comments are suitably incorporated in the draft placement memorandum prior to filing of the placement memorandum in terms of Regulation 14(2)(e) of InvIT Regulations and shall provide the due diligence certificate as per Form B of Annexure 1 .

35 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/161 dated December 24, 2019

9 · 1.Conditions for issuance

9 · 1.1.No InvIT shall make a rights issue of units unless the following conditions are satisfied:

36 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/10 dated January 17, 2020

9 · 2.Appointment of merchant banker(s) and other intermediaries

9 · 2.1. The investment manager on behalf of the InvIT, in line with Regulation 10(5) of InvIT Regulations, shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the merchant banker(s), to carry out the obligations relating to the issue.

9 · 2.2. If the InvIT desires to have the issue underwritten, it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993.

9 · 2.3. In case of an underwritten issue, the merchant banker(s) shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.

9 · 2.4. The merchant banker(s) shall exercise due diligence and shall satisfy themselves with all aspects of the issue including the veracity and adequacy of disclosures in the letter of offer.

9 · 3.Draft Letter of Offer and Letter of Offer

9 · 3.1. The investment manager, on behalf of the InvIT shall file a draft letter of offer with the Board through the lead merchant banker along with filing fees as specified in Schedule II of InvIT Regulations.

9 · 3.2. The lead merchant banker shall submit the following to the Board along with the draft letter of offer:

9 · 3.3. The investment manager, on behalf of the InvIT shall also file the draft letter of offer with the stock exchange(s) where the units of the InvIT are listed and further make it public by posting the same on the website of the stock

9 · 3.4. The draft letter of offer shall also be displayed on the website of the InvIT and the merchant bankers.

9 · 3.5. The investment manager shall, after filing the draft letter of offer and letter of offer with the Board, make appropriate advertisement on the website of the sponsor, investment manager and stock exchanges.

9 · 3.6. The investment manager may also issue such advertisement in any newspaper and on the website of the InvIT.

9 · 3.7. The Board may specify changes or issue observations, if any, on the draft letter of offer within fifteen days from the later of the following dates:

9 · 3.8. If the Board specifies any changes or issues observations on the draft letter of offer, the investment manager on behalf of the InvIT and lead merchant banker(s) shall carry out such changes in the draft letter of offer and shall submit to the Board an updated draft letter of offer complying with the observations issued by the Board and highlighting all changes made in the draft letter of offer before filing the letter of offer with the stock exchanges.

9 · 3.9. The lead merchant banker shall, along with filing of the letter of offer with the Board and the stock exchange(s), furnish to the Board, a due diligence certificate along the lines of Form B of Annexure 1 of this master circular .

9 · 3.10.The draft letter of offer and letter of offer shall contain disclosures as specified in Annexure - 5 .

9 · 3.11. The investment manager, on behalf of the InvIT, and the merchant banker(s) shall ensure that the letters of offer are hosted on the websites of the InvIT, merchant bankers and the stock exchanges where the units are listed and their content is the same as the versions filed with the Board and the stock exchange(s), as applicable.

9 · 3.12.The draft letter of offer and letter of offer, as applicable, shall also be furnished to the Board in soft copy.

9 · 4.Application

9 · 4.1. The application form for the issue shall be prepared by the merchant banker(s) and the merchant banker(s) shall make arrangements for distribution of the application form.

9 · 5.Pricing of Units

9 · 5.1. The investment manager on behalf of the InvIT, in consultation with the lead merchant banker(s), shall decide the issue price before determining the record date.

9 · 5.2. The issue price shall be disclosed in the letter of offer filed with the Board and the stock exchange(s).

9 · 6.Timelines

9 · 6.1. The investment manager, on behalf of the InvIT, shall announce the record date to stock exchange(s) at least three working days (excluding the date of

9 · 6.2. The rights issue shall open within three months from the record date.

9 · 6.3. The rights issue shall be kept open for at least three working days but not more than fifteen working days.

9 · 7.Manner of issuance of units

9 · 7.1. Any issuance of units under these guidelines shall be done in the following manner:

9 · 8.Subscription, Allotment and Listing of Units

9 · 8.1. Minimum Subscription

9 · 8.2. The sponsor(s), and their associates who are unitholders as on the record date, may choose to subscribe to additional units subject to disclosure of such intent in the draft letter of offer and letter of offer.

9 · 8.3. The minimum allotment and trading lot for units issued shall be equivalent to the minimum allotment and trading lot as applicable to the units of the same class, under the extant provisions of the InvIT Regulations or circulars issued thereunder.

9 · 8.4. The InvIT shall not make any allotment in excess of the units offered through the letter of offer except in case of oversubscription for the purpose of rounding off to even lots to make allotment, in consultation with the designated stock exchange.

9 · 8.5. Allotment shall be made in the following manner:

9 · 8.6. The units allotted in the manner specified above shall be listed within six working days from the issue closing date.

9 · 9.Restriction on further capital issues

9 · 9.1. The InvIT shall not make any further issue of units in any manner whether by way of public issue, rights issue, preferential issue, qualified institutions placement, institutional placement, issue of bonus shares or otherwise during the period between the date of filing the draft letter of offer with the Board and the listing of the units offered through the letter of offer or refund of application monies.

9 · 10.The InvIT shall file an allotment report with the Board providing details of the allottees and allotment made within 15 days of the issue closing date.

9 · 11.[An InvIT satisfying the conditions mentioned below and desirous of issuing units under fast track rights issue shall, for such an issue, follow guidelines specified in this master circular except those under paragraphs 9.3.1 , 9.3.2 , 9.3.7 , and 9.3.8 above:

9 · 11.1. the units of the InvIT have been listed on any stock exchange for a period of at least three years immediately preceding the record date;

9 · 11.2. all the units of the InvIT are held in demat form on the record date;

9 · 11.3. the average market capitalisation of public unitholding of the InvIT is at least two hundred and fifty crore rupees;

9 · 11.4. the InvIT is in compliance with the listing and disclosure requirements of the InvIT Regulations;

9 · 11.5. the InvIT has redressed at least ninety-five per cent. of the complaints received from the investors till the end of the quarter immediately preceding the month of the record date;

9 · 11.6. no show -cause notices have been issued or prosecution proceedings have been initiated by the Board and pending against the InvIT, parties to the InvIT or their respective promoters or partners or directors as on the record date;

9 · 11.7. the InvIT, parties to the InvIT or their respective promoters or partners or directors has not settled any alleged violation of securities laws through the consent or settlement mechanism with the Board during three years immediately preceding the record date;

9 · 11.8. units of the InvIT have not been suspended from trading as a disciplinary measure during last three years immediately preceding the record date;

9 · 11.9. no regulatory action has been imposed on the InvIT in the three years preceding the year in which rights issue is proposed;

9 · 11.10. there shall be no conflict of interest between the lead merchant banker(s) and the InvIT or its associates in accordance with the applicable regulations;

9 · 11.11. The sponsor(s) shall mandatorily subscribe to their rights entitlement and shall not renounce their rights, except for the purpose of complying with minimum public shareholding norms prescribed under the InvIT Regulations, 2014;

9 · 11.12. there are no audit qualifications on the audited accounts of the InvIT in respect of those financial years for which such accounts are disclosed in the letter of offer;

9 · 12.The InvIT shall file the letter of offer with the Board in accordance with paragraph 9.3.9 and shall pay fees to the Board as specified in Schedule II of InvIT Regulations.] 37

37 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020

10 · 1.Encumbrance on units

10 · 1.1.[Regulation 12(5) of Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 requires that units which are required to be held in terms of sub -regulation (3) and (3A) shall be locked in and shall not be encumbered. However, any encumbrance created on units held to comply with the minimum unit holding requirement applicable before the date of coming into effect of the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2023, may continue if the encumbrance exist on such date subject to the following condition -

10 · 2.Obligation of entity creating encumbrance

10 · 2.1.Sponsor(s) creating encumbrance on the units held by it, shall provide details of the encumbrance to the investment manager of the InvIT within two working days from the date of creation of such encumbrance in the format specified at Annexure -8 .

10 · 3.Other obligations

10 · 3.1.The InvIT shall within two working days from the receipt of details in terms of clause 10.2 shall disclose such information to every stock exchange where units of the InvIT are listed.

38 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/43 dated March 23, 2020

39 · Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2023, w.e.f 18.08.2023

11 · 1.Definitions: For the purpose of this chapter:

11 · 1.1.“Acquirer” means,

11 · 1.2."persons acting in concert" means , -

40 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/122 dated July 17, 2020

11 · 1.3."Cut -off date" means a date not more than three working days before the date of meeting for determining the eligibility to vote;

11 · 1.4."Dissenting unit holders" means unit holders as on the cut-off date who have not voted in favour of the resolution proposed in terms of Regulation 22(5C) or Regulation 22(7) of the InvIT Regulations, irrespective of whether present or not;

11 · 1.5."Frequently traded units" shall have the same meaning as defined under clause 7.5.2. of this master circular;

11 · 1.6.["Relevant date" means the last day of voting for resolution under Regulation 22(5C) or Regulation 22(7) of the InvIT Regulations.

11 · 2.An acquirer providing exit option to dissenting unitholders in terms of this chapter shall appoint one or more merchant bankers, registered with the Board, as lead manager(s) for the exit option/offer, who shall ensure compliance with the provisions of InvIT Regulations and this chapter. Lead manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and shall also file the same along

41 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/639 dated October 05, 2021

11 · 3.Upon completion of exit option process, a due diligence certificate in line with format specified in the Form D in Annexure -1 shall be filed by the lead manager(s) with the Board within two working days of payment of consideration by the acquirer.

11 · 4.Manner and mechanism of exit option:

11 · 4.1. The Acquirer shall facilitate tendering of units by the unit holders and settlement of the same through the stock exchange mechanism as specified by SEBI for the purpose of takeover, buy-back and delisting in case of equity listed companies.

11 · 4.2. Investment Manager (IM) shall be entitled to receive from the Acquirer all expenses incurred and payable to external agencies related to the exit offer process prescribed in this chapter .

11 · 4.3. Units tendered in exit option shall be in multiples of the trading lot as applicable to the units of the same class of the InvIT, under the existing provisions of the InvIT Regulations and circulars issued thereunder.

11 · 4.4. Dissenting Unit holders who are unitholders on the cut-off date for the purpose of voting shall be eligible to avail the exit option/offer only in respect of such number of units held by such Dissenting Unitholders on the cut -off date.

11 · 4.5. A summary of activities pertaining to exit option/offer is indicated below along with the prescribed timelines:

11 · 4.6. [However, in case an acquisition described under Regulation 22(5C) or change in sponsor or change in control of sponsor or inducted sponsor under Regulation 22(7) of InvIT Regulations is triggered pursuant to an open offer under the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the summary of activities pertaining to exit option/offer is indicated below along with the prescribed timelines:

11 · 4.7.The escrow account referred to in aforesaid table may be in the form of —

42 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/639 dated October 05, 2021

11 · 5.Exit Price

11 · 5.1.The exit price payable to the dissenting unit holders shall be highest of the following:

11 · 5.2.Where the Acquirer has acquired or agreed to acquire whether by himself or through or with persons acting in concert with him any units of the InvIT between the relevant date and the date of payment of consideration to dissenting unit holders, whether by subscription or purchase, at a price higher than the exit option price, the exit option price shall stand revised to the highest price paid or payable for any such acquisition:

11 · 5.3.Where the Acquirer or persons acting in concert with him acquires units of the InvIT during the period of twenty-six weeks after the tendering period at a price higher than the exit option price, the Acquirer and persons acting in concert shall pay the difference between the highest acquisition price and the exit option price, to all the unit holders whose units were accepted in the exit option/offer, within sixty days from the date of such acquisition:

11 · 5.4.[In case an acquisition described under Regulation 22(5C) or change in sponsor or inducted sponsor or change in control of sponsor or inducted sponsor under regulation 22(7) of InvIT Regulations is triggered pursuant to an open offer under the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the exit option price shall stand enhanced

11 · 6.Maintenance of minimum public unitholding

11 · 6.1.If the units tendered in exit option are such that, if accepted may result in public unit holding below the minimum public unit holding norm prescribed under InvIT Regulations, in such scenario, tendered units shall be accepted on proportionate basis so as to maintain the minimum public unit holding post completion of exit option process.

43 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/639 dated October 05, 2021

12 · 1.Publication of Investors Charter

12 · 1.1.All registered Merchant Bankers are advised to disclose on their websites, the Investor Charter for Public Offer of units by InvITs, as provided at Annexure -9 .

12 · 2.Disclosure of Investor complaints

12 · 2.1.Additionally, all the registered Merchant Bankers shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, on each of the aforesaid categories separately as well as collectively, latest by 7th of succeeding month, as per the format provided at Annexure 10 .

44 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021

13 · 1.Publication of Investors Charter

13 · 1.1.All registered Merchant Bankers are advised to disclose on their websites, the Investor Charter for private placement of units by InvITs proposed to be listed, as provided at Annexure 11 .

13 · 2.Disclosure of Investor complaints

13 · 2.1.Additionally, all the registered Merchant Bankers shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, on each of the aforesaid categories separately as well as collectively, latest by 7th of succeeding month, as per the format provided at Annexure 12 .

45 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/690 dated December 16, 2021

14 · 1.Definitions

14 · 1.1."Private Listed InvIT" means an InvIT which has issued units in terms of Regulation 14(2) of the InvIT Regulations.

14 · 1.2."Public InvIT" means an InvIT which has issued units in terms of Regulation 14(4) of the InvIT Regulations.

14 · 2.Conversion of Private Listed InvIT to Public InvIT

14 · 2.1.A Private Listed InvIT may convert into a Public InvIT on making a public issue of units through a fresh issue and/or an offer for sale in terms of the InvIT Regulations in the manner provided in this chapter.

14 · 2.2.Post issuance and listing of such units through public issue in accordance with this chapter, the Private Listed InvIT shall stand transformed and shall be considered a Public InvIT and it shall be required to comply with all provisions of the InvIT Regulations prescribed for Public InvITs.

14 · 3.Conditions for issuance

14 · 3.1.In addition to the conditions applicable for initial offer through public issue of units under the InvIT Regulations and any circular issued thereunder, a Private Listed InvIT shall fulfil the following conditions at the time of filing of draft offer document:

46 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/15 dated February 09, 2022

14 · 4.Conditions for offer for sale of units

14 · 4.1.Units held by an existing unit holder of a Private Listed InvIT may be offered for sale in the public issue in accordance with Regulation 14(4)(v) of the InvIT Regulations.

14 · 5.Process for public issue of units

14 · 5.1.For such public issue, the InvIT shall comply with the requirements for initial offer through public issue prescribed under InvIT Regulations and shall follow the guidelines for public issue of units of InvITs provided in Chapter 2 of this master circular including any amendments thereto.

14 · 6.Minimum sponsor(s) contribution

14 · 6.1.Minimum sponsor(s) contribution for the public issue of units shall be either 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.

14 · 6.2.Units offered towards minimum sponsor(s) contribution shall be locked-in for a period of eighteen months from the date of listing of units allotted in such public issue.

14 · 7.Restrictions on transferability of units

14 · 7.1.Units held by the sponsor(s) in excess of minimum sponsor(s) contribution, shall be locked -in for a period of one year from the date of listing of units allotted in the public issue.

14 · 7.2.Units held prior to the issue, by persons other than the sponsor(s), shall be locked in for a period one year from the date of listing of units allotted in the public issue.

14 · 8.Maximum subscription from investors

14 · 8.1.Maximum subscription from any investor other than sponsor(s), its related parties and its associates, in initial offer shall not be more than 25 percent of the total unit capital on post-issue basis.

14 · 9.Disclosures in the draft offer document/offer document

14 · 9.1.In addition to the disclosures mandated in terms of Schedule III of the InvIT Regulations and any circulars issued for the purpose, the InvIT shall disclose the following:

15 · 1.Regulation 16(8) (a) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations) provides that the listing of privately placed units shall be done within thirty working days from the date of allotment. These timelines prescribed in the InvIT Regulations are indicative. Considering the time taken for listing of units of privately placed InvIT in recent past and as a part of the continuing endeavour to streamline the process of allotment and listing of units, the time taken for allotment and listing of units of privately placed Infrastructure Investment Trust (InvIT), after the closure of issue shall be six working days. The timelines within which the units shall be listed from issue closure are as under:

47 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/087 dated June 24, 2022

15 · 2.The stock exchanges and depositories shall co-ordinate to ensure completion of listing and commencement of trading of units of InvIT issued on private placement basis, within six working days from the date of the closure of issue.

15 · 3.Stock Exchange(s) are advised to inform the listing approval details to the Depositories whenever listing permission is given to InvIT units issued on private placement basis, within the above prescribed timelines. Subsequently, Depositories shall activate the ISINs of InvIT units issued on private placement basis only after the Stock Exchange(s) have accorded approval for listing of such units of InvIT.

16 · 1.InvITs may issue listed commercial papers subject to the following:

48 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/123 dated September 22, 2022

17 · 1.Regulation 22(3)(a) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 provides that an annual meeting of all unit holders shall be held not less than once a year within one hundred twenty days from the end of financial year and the time between two meetings shall not exceed fifteen months. Further, Investment Manager of InvITs are also required to hold meetings of unit holders for certain matters specified under SEBI (Infrastructure Investment Trusts) Regulations, 2014 .

17 · 2.Enabling participation of unit holders through Video Conferencing or other Audio Visual means ensures maximum participation of the unit holders in the decisionmaking process , irrespective of their geographical location, and delivers collaborative in -person experience at their convenience.

17 · 3.In order to allow maximum participation of unit holders in the meeting and for better governance, Investment Manager of the InvIT are allowed to conduct meetings of unit holders through Video Conferencing or Other Audio Visual means. While conducting meetings of unit holders through Video Conferencing or Other Audio Visual means, the Investment Manager of the InvIT is required to adopt the following procedures in addition to any other requirement specified under the SEBI (Infrastructure Investment Trusts) Regulations, 2014 and circulars issued thereunder:

17 · 3.1.The recorded transcript of the meeting held through Video Conferencing or Other Audio Visual means shall be maintained in safe custody of the Investment Manager of the InvIT and shall also be uploaded by the Investment Manager of the InvIT on the website of the InvIT as soon as possible after the conclusion of the meeting.

49 · Circular No. SEBI/HO/DDHS/DDHS_Div2/P/CIR/2023/14 dated January 12, 2023

17 · 3.2.Convenience of different persons positioned in different time zones shall be kept in mind by the Investment Manager of the InvIT before scheduling the meeting.

17 · 3.3.All care must be taken to ensure that such meetings conducted through Video Conferencing or Other Audio Visual means allow two-way teleconferencing for the ease of participation of the unit holders and the participants are allowed to pose questions concurrently or given time to submit questions in advance on the email address of the InvIT.

17 · 3.4.The facility for joining the meeting shall be kept open at least fifteen minutes before the time scheduled to start the meeting and shall not be closed until the expiry of fifteen minutes after such scheduled time.

17 · 3.5.Before the actual date of the meeting, the facility of remote e-voting shall be provided.

17 · 3.6.Only those unit holders that are present in the meeting and have not cast their vote on resolutions through remote e-voting and are otherwise not barred from doing so, shall be allowed to vote through the e-voting system at the meeting.

17 · 3.7.The chairperson of the meeting shall satisfy himself and cause to record the same before considering the business in the meeting that all reasonable efforts have been made by the Investment Manager of the InvIT to enable unit holders to participate and vote on the items being considered in the meeting.

17 · 3.8.The chairperson present at the meeting shall also ensure that the facility of e-voting system is available for the purpose of conducting a poll during the meeting held through Video Conferencing or Other Audio Visual means on the business to be considered during the meeting.

17 · 3.9.At least one independent director of Investment Manager of the InvIT and the auditor of the InvIT or his/her authorized representative who is qualified to be the auditor shall attend such meeting.

17 · 3.10.The notice for the meetings of unit holder shall make disclosures with regard to the manner in which framework provided in this circular shall be available for use by the unit holders and shall also contain clear instructions on how to access and participate in the meeting. Investment Manager of the InvIT shall also provide a helpline number through the registrar and share transfer agent, technology provider or otherwise, for unit holders who need assistance with the technology before or during the meeting. Such notice shall also include the following:

17 · 3.11.The notice to the unit holders may be given through emails registered with the InvIT or with depositories.

17 · 3.12.Investment Manager of the InvIT shall contact all unit holders whose email addresses are not registered with the depositories, over possible / available mode of communication for registration of their email addresses.

17 · 3.13.Investment Manager of InvIT shall ensure that all other compliances associated with the provisions relating to meeting of unit holders are

17 · 4.Reporting and Monitoring:

18 · 1.Regulation 14(4)(r) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations") provides that the units of InvIT shall be issued only in dematerialized form to all the applicants.

18 · 2.In order to promote dematerialization of securities, encourage ease of doing business, improve transparency in the dealings of securities of Hold Cos/ SPVs, InvITs shall hold the securities of Hold Cos and SPVs in dematerialized form only. The Investment manager of the InvIT shall ensure the same.

50 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/76 dated May 22, 2023

19 · 1.Regulation 26J of SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations") requires as under:

19 · 2.Accordingly, the following shall be complied with regard to annual secretarial compliance report:

19 · 3.Reporting and Monitoring

51 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/102 dated June 26, 2023

20 · 1.Regulation 26K of SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations") requires as under:

20 · 2.Accordingly, the formats of Compliance Report on Governance shall be as under:

20 · 3.Reporting and Monitoring

52 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/100 dated June 26, 2023

21 · 1. Regulation 14(1A) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations") inter-alia mandates that any listed InvIT which has public unitholding below twenty-five percent, shall increase its public unitholding to at least twenty-five percent within a period of three years from the date of listing of units pursuant to initial offer.

21 · 2. In order to facilitate InvITs to achieve minimum public unitholding compliance as required under InvIT Regulations, Investment Manager of the InvIT shall adopt any of the following methods:

53 · Circular No. SEBI/HO/DDHS/PoD2/P/CIR/2023/107 dated June 27, 2023

54 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/174 dated October 31, 2023

21 · 3. The Stock Exchange(s) shall monitor the methods adopted by InvITs to increase their public unitholding and comply with minimum public unitholding requirements in terms of this circular. Non -compliance, if any, observed by the Stock Exchange(s) with respect to the method(s) and / or conditions prescribed herein, shall be reported to SEBI on a quarterly basis .

55 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/174 dated October 31, 2023

22 · 1. Regulation 4(2)(h) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations") inter-alia provides that unitholder(s) holding not less than ten percent of the total outstanding units of the InvIT, either individually or collectively, shall be entitled to nominate one director on the board of directors of the Investment Manager, in the manner as may be specified by the Board. Accordingly, the framework to exercise board nomination rights by the Eligible Unitholder(s) has been specified hereunder.

22 · 2. Definitions

22 · 2.1. " Eligible Unitholder(s)" shall mean unitholder(s) holding ten percent or more of the total outstanding units of the InvIT, either individually or collectively.

22 · 2.2. " Unitholder Nominee Director" shall mean a non -independent director nominated by Eligible Unitholder(s) on the Board of Directors of the Investment Manager.

22 · 3. Conditions for Nomination of a Unitholder Nominee Director

22 · 3.1. (a) Eligible Unitholder(s) shall have the right, but not the obligation, to nominate any person for appointment as Unitholder Nominee Director.

56 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/153 dated September 11, 2023

22 · 3.2. If the unitholding of more than one unitholder is aggregated for the purpose of qualifying as Eligible Unitholder(s) to exercise the right to nominate a Unitholder Nominee Director, then such unitholders shall not be eligible to participate in any other group of Eligible Unitholder(s).

22 · 3.3. The Board of Directors of the Investment Manager shall formulate and adopt a policy in relation to the qualifications and criteria for appointment and evaluation parameters of individuals nominated for Unitholder Nominee Director. The policy shall also specify remuneration / sitting fees, process of removal or resignation of Unitholder Nominee Directors and the role of the Nomination and Remuneration Committee and/or the Board of Directors in such matters. Such policy shall be made available on the website of the InvIT.

22 · 3.4. Unitholder Nominee Directors shall recuse themselves from voting on any transaction where either such director, such director's associates or the Eligible Unitholder(s) who nominated him / her or associate of such Eligible Unitholder(s) is a party.

57 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/109 dated August 06, 2024

22 · 4. Nomination by unitholders on an annual basis

22 · 4.1. The Investment Manager shall send a written intimation to all unitholders on their email address(es) registered either with the Investment Manager or with any depository, within ten days from the end of each financial year, requesting them to inform the Investment Manager if any Eligible Unitholder(s) wish to exercise the right to nominate a Unitholder Nominee Director.

22 · 4.2. Notice by Eligible Unitholder(s) who wish to exercise the board nomination right: The following provisions shall be applicable in regard to the notice by Eligible Unitholder(s) to the Investment Manager and for appointment of the Unitholder Nominee Director.

22 · 5. A Unitholder Nominee Director shall continue to remain on the Board of Directors of the Investment Manager unless:

22 · 6. If any unitholder(s) acquires/holds units of the prescribed threshold of ten percent unitholding or more during a particular financial year, then such unitholder(s) shall

22 · 7. Review of Unitholding of Eligible Unitholder(s) by the Investment Manager

22 · 7.1. The Investment Manager of the InvIT shall, within ten days from the end of each calendar month, review whether the Eligible Unitholder(s) who have exercised the board nomination right, continue to have/hold the required number of units of InvIT and make a report of the same. The Investment Manager of the InvIT shall submit such report to the Trustee of the InvIT.

22 · 7.2. On review by the Investment Manager, if it is found that Eligible Unitholder(s) do not have/hold the required number of units, then the Investment Manager shall inform the same to the Trustee, such unitholder(s) and the Unitholder Nominee Director. The Investment Manager and such Unitholder(s) shall require the relevant Unitholder Nominee Director nominated by such Unitholder(s) to resign / step down from the Board of Directors of the Investment Manager forthwith and such Unitholder Nominee Director shall accordingly resign / step down from the board.

22 · 8. Change in Unitholder Nominee Director or withdrawal of nomination

22 · 8.1. If an Eligible Unitholder or a group of Eligible Unitholders propose to withdraw their nomination for the Unitholder Nominee Director that has been appointed on the Board of Directors of the Investment Manager, then such Eligible Unitholder(s), or their authorized representatives, shall inform the Investment Manager and the Unitholder Nominee Director of the same, and the Unitholder Nominee Director shall resign / step down from the Board of Directors of the Investment Manager forthwith.

22 · 8.2. If an Eligible Unitholder or a group of Eligible Unitholders propose to change a Unitholder Nominee Director who has been appointed on the Board of Directors of the Investment Manager, then such Eligible Unitholder(s), or their authorized representatives, shall inform the Investment Manager of the proposed candidate in the manner set out in paragraph 22.4.2(b) to 22.4.2(d) of this circular. The Investment Manager shall evaluate the proposed candidate and the provisions of paragraph 22.4.2(e) to 22.4.2(g) of this circular shall apply.

22 · 9. Vacating of office of a Unitholder Nominee Director

22 · 9.1. If at any time, the individual or collective unitholding of the Eligible Unitholder(s), who have nominated a Unitholder Nominee Director, falls below ten percent of the total outstanding units of the InvIT, then the Eligible Unitholder(s) shall, notwithstanding the requirement contained in paragraph 22.7 above, immediately inform the Investment Manager within two working days from such change and the Unitholder Nominee Director shall resign / step down from the Board of Directors of the Investment Manager within two working days from such change.

22 · 9.2. If the individual or collective unitholding of the Eligible Unitholder(s), who have nominated a Unitholder Nominee Director, falls below ten percent of the total outstanding units of the InvIT on account of any fresh issuance of units by InvIT, then the Eligible Unitholder(s) shall, notwithstanding the requirement contained in paragraph 22.7 above, immediately inform the Investment Manager within two working days from the date of allotment of fresh units of the InvIT and the Unitholder Nominee Director shall resign / step down from the Board of Directors of the Investment Manager within two working days from such date of allotment.

22 · 9.3. In case of death or permanent disability of a Unitholder Nominee Director, the Eligible Unitholder(s) that nominated such Unitholder Nominee Director may propose another individual as a replacement in the manner described in paragraph 22.4.2(b) to 22.4.2(g) of this circular.

22 · 9.4. The Board of Directors (including the Nomination and Remuneration Committee) shall have the power to remove a Unitholder Nominee Director from office, for reasons to be recorded in writing, including if the Unitholder Nominee Director ceases to meet the eligibility criteria or other requirements, including as set out in the policy adopted by the Investment Manager under paragraph 22.3.3 of this circular.

22 · 10. Eligibility criteria for Unitholder Nominee Directors

22 · 10.1. The following eligibility requirements should be fulfilled by the candidates proposed to be considered for appointment as Unitholder Nominee Directors. The Investment Manager may supplement these requirements as it deems fit, through the policy adopted under paragraph 22.3.3 of this circular.

22 · 11. Reporting and Monitoring

22 · 11.1. The Investment Manager of the InvIT shall, within ten days from the end of each calendar month, review whether the Eligible Unitholder(s) who have exercised the board nomination right, continue to have/hold the required number of units of InvIT and make a report of the same. The Investment Manager of the InvIT shall submit such report to the Trustee of the InvIT.

23 · 1. Regulation 18(6)(b) of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 ('InvIT Regulations'), mandate that not less than ninety percent of Net Distributable Cash Flows (NDCFs) of the InvIT shall be distributed to the unitholders.

23 · 2. [Regulation 18(6)(c) of the InvIT Regulations, inter-alia, provides the timelines for distribution. However, in certain cases it has been observed that the distribution amounts remained unclaimed or unpaid because of various reasons, including failure to update account details by the unitholders.] 59

23 · 3. In order to deal with any amount remaining unclaimed or unpaid out of distributions (hereinafter such amounts shall be referred to as 'unclaimed amounts'), Regulation 18(6)(e) of the InvIT Regulations, was inserted, as under: "any amount remaining unclaimed or unpaid out of the distributions declared by a InvIT in terms of sub -clause (c), shall be transferred to the 'Investor Protection and Education Fund' constituted by the Board in terms of section 11 of the Act, in such manner as may be specified by the Board."

23 · 4. Further, Regulation 18(6)(f) of the InvIT Regulations, provides that, 'the unclaimed or unpaid amount of a person that has been transferred to the Investor Protection and Education Fund in terms of sub -clause (e), maybe claimed in such manner as may be specified by the Board' .

58 · Circular No. SEBI/HO/DDHS/DDHS -RAC -1/P/CIR/2023/178 dated November 08, 2023

59 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/159 November 13, 2024

23 · 5. In order to define the manner of handling the unclaimed amounts lying with the InvITs, transfer of such amounts to the IPEF and claim thereof by the unitholders, necessary amendments were made to Regulations 4(1) and 5(3) of the SEBI (Investor Protection and Education Fund) Regulations, 2009 (IPEF Regulations).

23 · 6. Regulation 5(3)(ii) of the IPEF Regulations, inter-alia, provides that the unclaimed amounts credited to the IPEF shall be utilised for refund to the entities which transferred the said amounts, pursuant to their making payment to eligible and identifiable investors and making a claim to the Fund. Hence, an application for claim of entitled amounts needs to be made by a unitholder to the InvIT which shall process the claim and then seek refund from the Board for the said amount.

23 · 7. A framework defining the procedure to be followed by an InvIT for transfer of unclaimed amounts, initially to an Escrow Account and subsequently, to the IPEF and claim thereof by a unitholder, has been provided as Annexure - 16 .

23 · 8. Further, for InvITs having unclaimed amounts for less than 7 years, as on February 29, 2024, shall start computing interest, as per provisions of Part I of Annexure -16, from March 1, 2024. For InvITs which shall be holding unclaimed amounts for more than 7 years, as on February 29, 2024, shall transfer the unclaimed amounts of the unitholders to IPEF, in compliance with the provisions of Part II of Annexure -16, on or before March 31, 2024.

24 · 1. Regulation 9(3) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations") requires as under: "The trustee shall oversee activities of the investment manager in the interest of the unit holders, ensure that the investment manager complies with regulation 10 and shall obtain compliance certificate from the investment manager, in the form as may be specified, on a quarterly basis."

24 · 2. Regulation 10(18)(a) of the InvIT Regulations requires as under:

24 · 3. To ensure uniformity across the industry, Bharat InvITs Association ("BIA"), in consultation with SEBI, shall specify the format of quarterly report and compliance certificate required to be submitted by the Investment Manager of the InvIT to the Trustee under Regulation 10(18)(a) and Regulation 9(3) of the InvIT Regulations respectively, and publish it on its website. Any future changes to this format shall be made by BIA in consultation with SEBI, prior to implementation.

24 · 4. All InvITs shall follow the aforementioned format specified by BIA to ensure compliance with Regulation 10(18)(a) and Regulation 9(3) of the InvIT Regulations.

60 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/159 November 13, 2024

25 · 1.Publication of Investor Charter

25 · 1.1. The Investor Charter for InvITs inter -alia provide details about the services provided to Investors, Rights of Investors, description of various activities/ business of the entities, DO ' s and DON'Ts for Investors and Grievance Redressal Mechanism. The same is placed at Annexure 17 .

25 · 1.2.BIA is advised to disseminate the Investor Charter on their website and mobile applications (if any), and display the Investor Charter at prominent places in the office.

25 · 1.3. Further, InvITs are advised to bring the Investor Charter to the notice of their investors by way of disseminating the Investor Charter on their respective websites and mobile applications (if any), making them available at prominent places in the office, provide a copy of Investor Charter through e-mails/ letters etc.

25 · 1.4.BIA and InvITs are also advised to review the Investor Charter from time to time and update the same in light of any changes made in the SEBI (Infrastructure Investment Trusts) Regulations, 2014 and/ or circulars issued thereunder.

25 · 2.Disclosure of Investor complaints

25 · 2.1. In order to ensure transparency in the Investor Grievance Redressal Mechanism, all the registered InvITs shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, on each of the aforesaid categories separately as well as collectively, latest by 7th of succeeding month, as per the format enclosed at Annexure 18 .

61 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/89 dated June 12, 2025

62 · Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016

63 · Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016

1 · Summary of the terms of the issue

2 · Top 5 risk factors

64 · Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016

1 · 1.All the requisite disclosures/statements in respect of the Acquirer, persons who are acting in concert (PAC) with the Acquirer for the purpose of the offer shall be made in the LoF.

1 · 2.Lead manager shall ensure that the timelines specified for tendering period, payment of consideration to unit holders, etc. are as per the timelines specified in relevant chapter .

1 · 3.The source from which data / information is obtained should be mentioned in the relevant pages of LoF.

1 · 4.The LoF shall, inter alia, shall include the following:

1 · 4.1.Details of the Acquirer (including PAC, if any) including its background, experience, areas of operation, relationship between Acquirers, pre and post exit offer unit holding etc. financial position (financial statements/net worth, as applicable) etc. In case of financial statements, audited Profit & Loss statement, Balance Sheet and Cash Flow statement for last three years along with latest available financial statements. Latest financials should not be older than six months from the date of LoF.

1 · 4.2.Details of the exit option/offer, statutory approvals and detailed timelines with regard to exit option process including operational terms and conditions etc. subject to which Acquirer(s) would accept the offer.

1 · 4.3.Details of exit price including total amount of funds required to make the payment of consideration to unit holders, details of escrow account and bank guarantee, as the case may be. It shall also be disclosed that the lead manager has been empowered by Acquirer to realise the value of such escrow account.

1 · 4.4.Procedure for accepting the offer including disclosure of relevant provisions pertaining to acceptance of units.

1 · 4.5.In case there is any agreement, mention important features of the agreement(s), acquisition price per unit, number and percentage of units to be acquired under the agreement, name of the seller(s), names of parties to the

65 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/122 dated July 17, 2020

1 · 4.6.Due diligence certificate of Lead Manager & Declaration by the Acquirer (including PAC, if any) including statements regarding the Acquirer's responsibility for the information contained in the LoF and a statement to the effect that the Acquirer (including PAC, if any) would be responsible for ensuring compliance with relevant chapter shall be incorporated in the LoF.

66 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/10 dated January 17, 2020

10 · Other disclosures:

67 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/63 dated May 07, 2025

11 · Such other information as is material and appropriate to enable the investors to make an informed decision.

12 · Declarations (to be signed by the board of directors of the investment manager and sponsor)

13 · The lead merchant banker shall ensure that the information contained in the draft letter of offer and letter of offer and the particulars as per audited financial statements in the letter of offer are not more than six months old from the issue opening date. Provided that InvITs which are in compliance with InvIT Regulations and guidelines issued thereunder may file unaudited financials with limited review for the stub period in the current financial year, subject to making necessary disclosures in this regard

2 · 1.Disclose particulars of:

2 · 2.The stock market data specified in paragraph 2.1 above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognizes the change in the capital structure

2 · 3.The market price immediately after the date on which the resolution of the board of directors of the investment manager of the issuer approving the institutional placement was passed.

2 · 4.Valuation report which forms the basis for calculation of issue price for infrequently traded units.(if applicable)

68 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/143 dated November 27, 2019

4 · Terms of the issue:

5 · Related Party Transactions:

6 · Valuation:

7 · [Financials:

69 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/63 dated May 07, 2025

10 · Declarations (to be signed by the board of directors of the investment manager and the trustee)

11 · [The lead merchant banker shall ensure that the information contained in the draft placement document and placement document and the particulars as per audited financial statements are not more than six months old from the issue opening date:

70 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020

71 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/600 dated July 22, 2021

72 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/43 dated March 23, 2020

73 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021

10 · Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant

11 · Ensure that the full Bid Amount is paid for Bids submitted by Anchor Investors and Strategic Investors (as applicable);

12 · Instruct your respective banks to not release the funds other than in relation to this Offer, blocked in the ASBA Accounts;

13 · In case of joint Bids, the Bid cum Application Form should contain the name of only the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names.

14 · Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;

15 · Ensure that the category and the Bidder status is indicated;

16 · Submit revised Bids at the same Bidding Centre of a Designated Intermediary, through which the original Bid was placed and obtain a revised Acknowledgement Slip, as the case may be;

10 · Do not submit the Bid for an amount more than funds available in your ASBA Account;

11 · Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colour prescribed for another category of Bidders;

12 · Do not submit a Bid in case you are not eligible to acquire Units under applicable law or your relevant constitutional documents or otherwise;

13 · Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid depository accounts as per demographic details provided by the Depository;

14 · Anchor Investors and Strategic Investors should not Bid through the ASBA process;

15 · Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Units or the Bid Amount) at any stage;

74 · Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021

75 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/690 dated December 16, 2021

10 · Payment of Bid Amount for Units shall be made from the bank account of the relevant Bidder applying for Units. The Bid Amount payable on Units to be held by joint holders

11 · Ensure that the name(s) given in the Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant;

12 · Instruct the respective Depository Participants' to accept the Units that may be Allotted pursuant to the Issue into the respective demat accounts;

7 · Best efforts will be undertaken by lead manager to respond to the grievance within T+30

76 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/690 dated December 16, 2021

1 · Bidding and validation process

1 · 1.Before submission of the application with the intermediary, the investor would be required to have / create a UPI ID, with a maximum length of 45 characters including the handle (Example: InvestorID@bankname)

1 · 2.An investor shall fill in the bid details in the application form along with his/ her bank account linked UPI ID and submit the application with any of the intermediaries.

1 · 3.The intermediary, upon receipt of form, shall upload the bid details along with the UPI ID on the stock exchange bidding platform using appropriate protocols.

1 · 4.Once the bid has been entered in the bidding platform, the Stock Exchange shall undertake validation of the PAN and Demat account combination details of investor with the depository.

1 · 5.The Depository shall validate the aforesaid PAN and Demat account details on a near real time basis and send response to stock exchange which would be shared by stock exchange with intermediary through its platform, for corrections, if any.

1 · 6.Once the bid details are uploaded on the Stock Exchange platform, the Stock Exchange shall send an SMS to the investor on his / her mobile no. associated with the demat account regarding submission of his / her application, at the end of day, during the bidding period. For the last day of bidding, the SMS may be sent the next working day.

77 · Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022

2 · The Block process

2 · 1.Post undertaking validation with the Depository, the Stock Exchange shall, on a continuous basis, electronically share the bid details along with investors UPI ID, with the Sponsor Bank appointed by the issuer.

2 · 2.The Sponsor Bank shall initiate a mandate request on the investor i.e. request the investor to authorize blocking of funds equivalent to application amount and subsequent debit of funds in case of allotment.

2 · 3.The request raised by the Sponsor Bank, would be electronically received by the investor as a SMS / intimation on his / her mobile no. / mobile app, associated with the UPI ID linked bank account.

2 · 4.The investor shall be able to view the details of the request in his UPI App and authorize the transaction. In UPI the SCSBs/UPI Apps eligible for Public Issues shall send SMS Alerts to Investors for all ASBA applications and may also provide the Invoice in the Inbox as an additional feature to verify the UPI mandate details. The sponsor bank for the IPO shall ensure that in the UPI request, they shall be passing the Invoice in the box parameters as per the NPCI guidelines.

2 · 5.After reviewing the details properly, the investor shall be required to proceed to authorize the mandate. Such mandate raised by sponsor bank would be a onetime mandate for each application in the public issue.

2 · 6.Stock exchange shall allow modification of either DP Id/Client ID or PAN but not the both.

2 · 7.The payment accompanied with any upward revision of Bid, shall be adjusted against the payment made at the time of the original bid or the previously revised bid. An investor shall not be allowed to withdraw or lower the size of the bid(s) of the application at any stage.

2 · 8.The modification session timing shall be kept open till 11 am (T +1 working day) with mandate confirmation cut off -time of 12:00 p.m. on T +1 working day. For such bids, on successful validation of PAN and DP ID/ Client ID combination during T+1

2 · 9.Sponsor Bank may not accept bid details from Stock Exchanges post 12 PM on T+1 working day. Sponsor Bank to initiate request for blocking of funds of investor, with confirmation cut off -time of 12:00 p.m. on T +1 working day. All pending requests at the cut-off time would lapse.

2 · 10.Applicant to accept mandate request for blocking of funds prior to cut off-time of 12:00 p.m. on T+1 working day. Sponsor Bank to send confirmation of funds blocked (Final Certificate) to the Registrar through Stock Exchange not later than 06:00 PM on T +1 working day.

2 · 11.Upon successful validation of block request by the investor, as above, the said information would be electronically received by the investors' bank, where the funds, equivalent to application amount, would get blocked in investors account. Intimation regarding confirmation of such block of funds in investors account would also be received by the investor.

2 · 12.The information containing status of block request (e.g. accepted / decline / pending) would also be shared with the Sponsor Bank, which in turn would be shared with the Stock Exchange. The block request status would also be displayed on the Stock Exchange platform for information of the intermediary.

2 · 13.The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for the purpose of reconciliation.

3 · Post issue closure

3 · 1.Post closure of the offer, the Stock Exchange shall share the bid details with RTA. Further, the Stock Exchange shall also provide the RTA, the final file received from the Sponsor Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to applications made using UPI ID.

3 · 2.The allotment and listing of units of InvITs shall be done within T+ 6 working days.

3 · 3.The RTA, based on information of bidding and blocking received from the Stock Exchange, shall undertake reconciliation of the bid data and block confirmation

3 · 4.Upon approval of the basis of allotment, the RTA shall share the 'debit' file with Sponsor bank (through Stock Exchange) and SCSBs, as applicable, for credit of funds in the public issue account and unblocking of excess funds in the investor's account. The Sponsor Bank, based on the mandate approved by the investor at the time of blocking of funds, shall raise the debit / collect request from the investor's bank account, whereupon funds will be transferred from investor's account to the public issue account and remaining funds, if any, will be unblocked without any manual intervention by investor or their bank.

3 · 5.Upon confirmation of receipt of funds in the public issue account, the units would be credited to the investor's account. The investor will be notified for full/partial allotment. For partial allotment, the remaining funds would be unblocked. For no allotment, mandate would be revoked and application amount would be unblocked for the investor.

3 · 6.Thereafter, Stock Exchanges will issue the listing and trading approval.

1 · Main Application form

1 · 1 Payment details –UPI ID with maximum length of 45 characters

1 · 2 Acknowledgement Slip for SCSB / Broker / RTA / DP

1 · 2.1 Payment details to include UPI

1 · 3 Acknowledgement Slip for bidder

1 · 3.1 Payment details to include UPI ID

2 · Overleaf of Main Application Form

2 · 1 UPI Mechanism for Blocking Fund would be available for Application value upto Rs. 5 Lac

2 · 2 Bidder's Undertaking and confirmation to include blocking of funds through UPI mode

2 · 3 Instructions with respect to payment / payment instrument to include instructions for blocking of funds through UPI mode

78 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/102 dated June 26, 2023

79 · Circular No. SEBI/HO/DDHS -PoD -2/P/CIR/2023/100 dated June 26, 2023

1 · In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of InvIT Regulations, "Yes" may be indicated. Similarly, in case the InvIT has no related party transactions, the words "N.A." may be indicated.

2 · If status is "No" details of non -compliance may be given here.

3 · If the investment manager would like to provide any other information the same may be indicated here.

1 · In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A.

2 · If status is "No" details of non -compliance may be given here.

3 · If the investment manager would like to provide any other information the same may be indicated here.

80 · Circular No. SEBI/HO/DDHS/DDHS -RAC -1/P/CIR/2023/178 dated November 08, 2023

81 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2024/159 November 13, 2024

5 · 1. PAN and Date of birth; or

5 · 2. Name and Depository Participant Identification (DP ID)/ Client Identification (Client ID).

6 · 1.Amount due to the unitholder on the date of declaration (in INR);

6 · 2. Category - Interest/ Dividend/ Repayment of Capital/ Any other;

6 · 3. Date when amount became due (dd/mm/yyyy);

6 · 4. Amount (in INR) transferred to Unpaid Distribution Account (including penal interest, if any, for delay in transfer by the Investment Manager);

6 · 5. Date when unclaimed amount was transferred to Unpaid Distribution Account (dd/mm/yyyy);

7 · 1.the format in which claim has to be submitted by a unitholder;

7 · 2.the procedure and documentation for making claim, depending on whether the claim is being submitted by the unitholder – self or by the legal heir/ nominee/ etc. of the unitholder;

7 · 3.the documents required to be submitted in support of the claim e.g. proof of identity, proof of address, proof of holding, etc.;

7 · 4.manner of submission of claim by the unitholder;

7 · 5.timeline within which the unitholder can submit documents, provide clarifications etc.

7 · 6.conditions for rejection of claim and option of re-filing of a claim by the unitholder;

7 · 7.timeline within which the claim shall be processed by the Investment Manager;

7 · 8.contact details (email ID and phone number) wherein unitholders can raise their queries or grievances, if any, relating to their claim.

8 · Processing of claim by the InvIT:

8 · 1.The Investment Manager shall create an internal policy w.r.t. the process to be followed for verification of claims including the documents to be taken into account, facility to check status of claim by unitholder, etc.

8 · 2.Upon receipt of a claim application, if the Investment Manager, upon examination, finds it necessary to call for further information or finds such application or document(s) to be defective or incomplete in any respect, it shall intimate the unitholder, of such need for information or defects or incompleteness, by e-mail or other written communication. The Investment Manager shall direct the unitholder to furnish such information or to rectify such defects or incompleteness or to re -submit such application or document(s) within thirty days from the date of receipt of such communication, failing which the claim may be rejected. However, rejection of claim does not debar a unitholder from filing a fresh claim.

8 · 3.The Investment Manager shall within thirty days of receipt of a claim application from a unitholder or complete information as called upon from the unitholder, remit the payment to the unitholder using electronic modes for funds transfer.

8 · 4.The Investment Manager shall display the cumulative details of the number of claims received, processed, pending, etc. on the website of the InvIT.

10 · Update of information: Any change in the information uploaded on the website of the InvIT shall be updated by the Investment Manager by the seventh day of the succeeding month.

5 · 1.Amount lying unclaimed in the Unpaid Distribution Account of the InvIT as at end of seven years (in INR);

5 · 2. Break -up of interest/ dividend/ Repayment of Capital/ Any other;

5 · 3. Date when amount became due for transfer to IPEF (dd/mm/yyyy);

5 · 4. Amount (in INR) transferred to IPEF by the Investment Manager;

5 · 5. Date when unclaimed amount was transferred to the IPEF by the Investment Manager (dd/mm/yyyy);

10 · Processing of refund application: Upon receipt of a refund application from a InvIT, the Board shall:

10 · 1.verify the documentation and satisfy itself of the correctness of information submitted and process refund of the amount paid by the InvIT to the unitholder. The refund amount shall not exceed the amount transferred by the InvIT against such unitholder in IPEF;

10 · 2.require the InvIT, to furnish further information or clarifications, regarding the unclaimed amount and matters connected thereto, to consider the application for refund. The applicant shall, if so required, provide the necessary information/ clarifications;

10 · 3.return the application, if it is found to be incorrect, incomplete or inadequate, along with reasons thereof. The InvIT may re-submit the application for reconsideration after rectifying the deficiencies.

11 · Processing of claim in special circumstances: In case the InvIT is part of a scheme of arrangement, amalgamation, merger, etc., the resultant entity shall become liable to discharge the obligations of the InvIT, in respect of unclaimed amounts.

12 · The aforementioned provisions in respect of the unitholder, shall apply, mutatis mutandis, to the legal heir/ successor/ nominee of the unitholder. The legal heir/ successor/ nominee shall satisfy the provisions specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued thereunder, for the transmission of units of InvIT and/ or the corresponding claim thereon, as applicable.

1 · VISION

2 · MISSION

82 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/89 dated June 12, 2025

3 · DESCRIPTION OF ACTIVITIES/ BUSINESS ENTITY

4 · SERVICES PROVIDED FOR UNITHOLDERS

5 · GRIEVANCE REDRESSAL MECHANISM FOR INVESTORS

6 · DO's and DON'Ts FOR INVESTORS

7 · RIGHTS OF INVESTORS

8 · RESPONSIBILITIES OF INVESTORS

9 · DUTIES OF BHARAT INVITS ASSOCIATION AS A DESIGNATED BODY FOR REDRESS OF INVESTOR COMPLAINTS

83 · Circular No. SEBI/HO/DDHS/DDHS -PoD -2/P/CIR/2025/89 dated June 12, 2025