InvIT Public Issue Structuring & Advisory Services

Unlocking Capital via SEBI‑Compliant Public Issues for Public or Privately‑Listed InvITs

A listed or private-listed InvIT can raise capital in a public issue using a fresh issue and/or an offer-for-sale to institutional, anchor and retail investors. In the case of privately listed InvITs, it transforms them into public InvITs under SEBI guidelines, which provide liquidity, scale and public float requirements.

At India IPO, we deliver full‑service InvIT Public Issue Advisory, providing capital structuring, drafting of the Offer Document, SEBI coordination, investor engagement, execution and post-listing assurance.

What is an InvIT Public Issue?

The InvIT public issue is a capital raising process through the public issue of units to the investors through a duly filed offer document with SEBI and exchanges. When done by a privately listed InvIT, this provides it with a public InvIT status, which is also subject to SEBI eligibility requirements, including unitholder consent, lock-in of the sponsor, minimum public float levels and disclosure standards consistent with follow-on offerings.

InvIT Public Issue: Eligibility & Regulatory Criteria

Conversion & Eligibility Requirements

Unitholder Approval: A privately listed InvIT will not be eligible to issue a public issue unless it obtains the approval of at least 75% of the unitholders (by value).
No Distribution Defaults: InvIT should not have defaulted on payments in the last 3 financial years.
SEBI Compliance: Full adherence to SEBI (Infrastructure Investment Trusts) Regulations, including continuous listing requirements.

Under-Construction Asset Exposure

Threshold Limit: Listed InvITs will not be allowed to invest more than 10% of the asset value in under-construction infrastructure.
Breach of Limit: In case this limit is exceeded, the capital raising will have to take place through a private placement rather than a public issue.

Sponsor Unitholding & Lock-In Norms

Minimum Holding: Sponsors are required to hold 15% of post-issue units, which are locked in for 18 months.
Relaxation Proposed: Proposals by SEBI in August 2023 and April 2025 are to eliminate both sponsor and non-sponsor lock-ins, but only after the quality of disclosures and trust structure.

Public Float & Investor Limits

Minimum Public Holding: At least 25% of units must be held by public unitholders within 3 years of listing.
Cap on Institutional Holding: No institutional or non-sponsor investor will hold more than 25% of the total units after issue.

Offer Document & Disclosure Standards

Disclosure Mandates:
- 3 years of audited financials.
- Pro forma financials for acquired assets.
- Working capital sufficiency statements.
- Valuation methodology and asset NAV.
- Sponsor and related-party disclosures.

Follow-On Offer Alignment: SEBI mandates that conversion of a private to a public issue will be as per follow-on public offer norms and is subject to faster and easier regulatory processing.

Distribution Norms

Minimum Distribution: The company is required to pay out 90% of its net distributable cash flows to unitholders every year.
Distribution Frequency:
- Public InvITs: Quarterly distributions.
- Private InvITs: Semi-annual distributions.

Accelerated Listing Timeline (T+3)

With effect from November 1, 2025, InvITs that are publicly issued are required to be listed within 3 working days or T+3 of allotment, enhancing the liquidity of the market and confidence of investors.

Trustee Oversight & Governance (as per Schedule X, Reg 9(23))

Trustees now have enhanced responsibilities under SEBI’s 2025 amendments:

Quarterly reviews of compliance.
Monitoring of Investment Manager Appointments.
Observation of Related-Party Transactions.
In case of compliance issues, Direct Communication with Unitholders.

Post-Issue Communication & SEBI Compliance

Allotment Disclosure: Merchant bankers are required to disclose oversubscription information and allotment position within 10 days of listing.
Marketing Restrictions: During the subscription window, only the offer document may be referenced in public communication—no advertisements, teasers, or promotional media.
Compliance Officer: A nominated officer is required to take care of legal, SEBI and post-listing disclosures till all units are completely dematerialised and listed.

India IPO InvIT Public Issue Advisory Service

1. Strategic Structuring & Feasibility

Evaluate public issue feasibility vs. follow-on or private placement routes.
Model capital raise size, dilution, sponsor shareholding, public float adherence and valuation impact.

2. Offer Document Drafting & SEBI Coordination

Draft Offer Document compliant with SEBI Schedule A, inclusive of sponsor lock-ins, float targets and valuation disclosures.
Manage SEBI comment handling, merchant banker coordination, underwriting terms, escrow settings and listing approvals.

3. Investor Allocation & Pricing Strategy

Define allocation split—typically 75% institutional/anchor and 25% public/retail.
Recommend pricing methodology such as NAV or VWAP-based, aligned with investor demand and regulatory comfort.

4. Subscription & Allotment Execution

Oversee the ASBA-based subscription process across categories.
Administer allotment basis, refund triggers, dematerialisation and registrar coordination; ensure timely listing and regulatory filings.

5. Post‑Listing Governance & Compliance Setup

Support ongoing public float monitoring compliance until the three-year horizon.
Enable trustee oversight, investor grievance redressal system, periodic NAV reporting, quarterly financial filings and LODR-aligned compliance.

Benefits: What Clients Gain

Broader Capital Access: Enables fundraising from institutional, anchor and retail segments, enhancing liquidity and valuation.
Regulatory Compliance Assurance: Fully aligned with SEBI’s 2022 conversion framework, August 2023 lock-in reforms and potential July 2025 relaxations.
Sponsor Integrity & Governance: Structured unitholding and float obligations integrated into issuance strategy.
Administrative Efficiency: End-to-end orchestration—from structuring to documentation, issuance and governance.
Modular Engagement Options: Clients can choose from full-service execution, offer document-only, or strategic advisory.

Why Choose India IPO InvIT Advisory

Regulatory Precision: Deep expertise in the SEBI InvIT regime and evolving conversion norms.
Institutional Network: Access to high-quality institutional, anchor and retail investor participation.
Governance Focus: Compliance architecture from inception to post-listing float monitoring and trustee coordination.
Flexible Advisory Model: Engage us for full turnkey projects, documentation support, or standalone advisory.

Build Your Public InvIT With Confidence

Our InvIT advisory model prepares sponsors to execute a smooth transformation of their private InvITs to public units within the emerging SEBI framework. We assist you in bringing the compliant and successful InvIT public issue through strategic structuring, preparation of the Offer Document, engagement of investors, execution and governance of the issue.