SEBI Circular

SEBI Issues New Circular on InvIT Public Unitholding Norms

SEBI Issues New Circular on InvIT Public Unitholding Norms

The Securities and Exchange Board of India (SEBI) has been pivotal in sculpting a robust and transparent financial market framework in India. Its recent circular SEBI/HO/DDHS-PoD-2/P/CIR/2023/174, dated October 31, 2023, heralds significant changes in the compliance requirements for Infrastructure Investment Trusts (InvITs). As a critical instrument for infrastructure financing, InvITs require meticulous regulatory oversight to ensure balanced interests among stakeholders. This article delves into the crux of the circular, offering a granular analysis while exploring its wider implications in the financial ecosystem.

Key Highlights

The circular issued by SEBI introduces and amends methods for achieving the minimum public unitholding in InvITs, specifically targeting privately placed InvITs. The nuances are as follows:

  1. Additional Method for Compliance: An additional method via the issuance of units through preferential allotment is introduced, with a stipulation that only units issued to the public will count towards compliance with the minimum unitholding requirement. This move could potentially accelerate capital inflow, offering a quicker route for public unitholding enhancement.
  2. Modification in Sale of Units: The method involving the sale of units by Sponsor(s), Investment Manager/Project Manager, and their associates/related parties has been refined. Notably, the sale limits have been aligned with the average monthly trading volume of the units. For privately placed InvITs, the upper cap of five times the average monthly trading volume is lifted.
  3. Transparency and Compliance: The Investment Manager must announce details of the intended sale at least one trading day prior, emphasizing transparency. Additionally, compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and InvIT Regulations is mandated.
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Strategic Flexibility

The circular’s provisions, especially around preferential allotment, provide strategically versatile tools for InvIT managers. This flexibility is crucial in scenarios where traditional routes of public unitholding aren’t viable or are excessively time-consuming.

Market Impact and Investor Sentiment

Enhanced liquidity options and transparency measures are likely to bolster investor confidence. However, the increased supply of units through preferential allotment could exert downward pressure on unit prices in the short term.

Compliance and Governance

For InvITs, particularly privately placed ones, the eased restrictions concerning sale volume caps highlight SEBI’s adaptability. However, the balance between regulatory relaxation and risk mitigation needs meticulous monitoring to safeguard against market manipulation.

Implications and Forward-Looking Insights

Shaping the Infrastructure Financing Landscape

The adjustments by SEBI are timely, considering the burgeoning need for infrastructure funding in India. By refining InvIT regulations, SEBI is likely catalyzing more fluid capital mobilization for infrastructure projects, which is vital for India’s growth trajectory.

Potential Challenges

The real challenge lies in operationalizing these new norms without compromising governance standards. InvITs must navigate these regulatory changes, keeping in mind the ultimate goal of fair market practices and investor protection.

The Road Ahead

Looking ahead, the market can expect more nuanced regulatory changes from SEBI as it continues to align its policies with evolving market dynamics and the broader economic objectives of the nation. InvITs, gearing up for this change, will have to adopt more sophisticated strategies, both in terms of capital raising and compliance adherence.


SEBI’s latest circular is more than a regulatory update; it’s a strategic pivot aligning with India’s broader economic ambitions and the evolving contours of global finance. As market participants assimilate these changes, the agility in adaptation, foresight in strategy formulation, and adherence to governance will dictate their success in this redefined landscape. The InvIT ecosystem is poised for transformative growth, provided it navigates these regulatory tides with prudent acumen and a steadfast commitment to transparent and investor-friendly practices.

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