SEBI Amends Master Circulars to Provide for Revised Lock-in Provisions for Preferential Issue of Units and Guidelines for Follow-on Offer by InvITs and REITs

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Apr 28, 2025

SEBI Amends Master Circulars to Provide for Revised Lock-in Provisions for Preferential Issue of Units and Guidelines for Follow-on Offer by InvITs and REITs

SEBI has, by way of two Circulars each dated March 28, 2025, prescribed the following amendments to the Master Circular for InvITs dated May 15, 2024, and the Master Circular for REITs dated May 15, 2024 (collectively, the ‘Master Circulars’), respectively:

i. SEBI has: (a) aligned the quantum of units required to be locked-in under the guidelines for preferential issues prescribed in the Master Circulars with Regulation 11(3) of SEBI (REIT) Regulations, 2014, as amended and Regulation 12(3) of SEBI (InvIT) Regulations, 2014, as amended, as applicable at the time of the initial offer of units which has been modified pursuant to the perpetual lock-in requirements applicable on the sponsor; and (b) permitted the inter-se transfer of locked-in units which were allotted pursuant to a preferential issue of units among the sponsor(s) and the sponsor group entities which was previously not permitted; and

ii. SEBI has also prescribed guidelines for the issuance of units through a follow-on offer of units by an infrastructure investment trust and real estate investment trust.

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