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In one of his insightful presentations, Mr. Nandan Nilekani highlighted that real estate is the largest asset class in India. Yet, ironically, this massive asset base remains largely outside the realm of monetization, trading, and capital market access. As I discussed in my previous article, “Unlocking Value: Why REITs and InvITs Deserve the Spotlight,” these instruments represent a structured and promising attempt to bring a significant portion of this asset class into the capital markets.In 2014, the Securities and Exchange Board of India (SEBI) introduced the InvIT framework to enable infrastructure financing via capital markets. As of FY24, 24 InvITs are registered with SEBI, with a combined net asset value of INR 4.7 trillion, less than 1% of India’s GDP. This indicates vast untapped potential for market expansion.Given their strategic importance, supporting the growth and evolution of Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) is not just desirable — it is essential. It’s now time to usher in Phase 2 of REIT and InvIT development. One of the most accessible and impactful reforms we can pursue in this phase is: ‘Streamlining the Conversion from Private to Public Infrastructure Investment Trusts (InvITs)’.Current Regulatory FrameworkUnder the SEBI (Infrastructure Investment Trusts) Regulations, 2014, InvITs are classified into two categories:Public InvITs: Units are offered to all investor classes and must be listed on recognized stock exchanges.Private Listed InvITs: Units are offered via private placement to institutional investors and body corporates, and are also listed.A SEBI circular dated February 9, 2022, provides framework for a private listed InvIT to convert into a public InvIT by making a public issue of units through a fresh issue and/or an offer for sale.Why This Reform Is NecessaryOut of the 24 registered InvITs, only 5 are publicly listed — the rest remain privately listed. Though SEBI has provided a conversion framework, it currently requires private InvITs to follow the same procedures as a fresh public listing. This is redundant, considering that both private and public InvITs already adhere to similar regulatory standards, including:Common Eligibility Criteria: Applicable to sponsors, investment managers, and trustees.Key Investment Conditions: Both must allocate at least 80% of assets to infrastructure projects. Public InvITs must focus on completed and revenue-generating projects, whereas private InvITs have greater flexibility.Distribution Policy: A minimum of 90% of net distributable cash flows must be distributed to unitholders.Lock-in Periods: Lock-in requirements for sponsors, early investors, and anchor investors are similar.Financial Disclosures: Offer documents require financial data for the past three fiscal years and the current stub period, if applicable.SEBI Review: Public issue documents must be submitted to SEBI 30 days before filing with exchanges and made available for public comment for at least 21 days.Given this common ground, the conversion process from private to public InvITs can and should be fast-tracked, akin to a Follow-on Public Offer (FPO) or Rights Issue.Key Recommendations for Reform1. Introduce a Fast-Track Conversion MechanismCurrently, the conversion process mirrors an initial public offer, requiring draft offer documents, restated financials, SEBI and stock exchange approvals, and more. To ease this, a fast-track process could be introduced based on certain eligibility criteria:Minimum number of years listedMarket capitalization thresholdsProven compliance and distribution track recordRedressal of investor complaintsApproval from unitholdersOffer documents could be simultaneously filed with the Registrar of Companies, Stock Exchanges, and SEBI — following the procedure under Regulation 156 of SEBI ICDR Regulations for fast-track FPOs.2.Rationalize Disclosure RequirementsInstead of restated audited financials, the audit report already prepared by InvITs can be reproduced, while summary financials for the past three years (including stub period, if applicable) are disclosed. Lead managers should provide enhanced due diligence certificates and confirm regulatory compliance.3. Revisit Lock-in RequirementsAccording to the SEBI circular on conversion, sponsors must undergo a fresh lock-in period: 18 months for the minimum contribution and 12 months for the excess. However, if the sponsor has already served a lock-in during the private listing stage, credit for that period should be granted.Additionally, existing unitholders (other than sponsors) of private InvITs should be exempt from further lock-in, or have their requirement reduced to 6 months, in line with SEBI ICDR Regulations.ConclusionStreamlining the conversion of private InvITs to public InvITs is a crucial step to deepen the market and improve liquidity. At the same time, regulatory safeguards must be maintained to protect investors. With a fast-track process, rationalized disclosures, and pragmatic lock-in rules, these reforms can unlock capital, increase transparency, and boost investor confidence.Ultimately, enabling a smoother path for InvITs to transition from private to public status will accelerate infrastructure development and bring India’s largest asset class closer to the heart of its capital markets.

Residents scrambled desperately through collapsed buildings Sunday searching for survivors as aftershocks rattled the devastated city of Mandalay, two days after a massive earthquake killed more than 1,600 people in Myanmar and at least 11 in neighbouring Thailand. The initial 7.7-magnitude quake struck near the central Myanmar city of Mandalay early Friday afternoon, followed minutes later by a 6.7-magnitude aftershock.The tremors collapsed buildings, downed bridges and buckled roads, with mass destruction seen in the city of more than 1.7 million people.As dawn broke Sunday, tea shop owner Win Lwin picked his way through the remains of a collapsed restaurant on a main road in his neighbourhood, tossing bricks aside one by one."About seven people died here" when the quake struck Friday, he told AFP. "I'm looking for more bodies but I know there cannot be any survivors."We don't know how many bodies there could be but we are looking."About an hour later, a small aftershock struck, sending people scurrying out of a hotel for safety, following a similar tremor felt late Saturday evening.Truckloads of firemen gathered at one of Mandalay's main fire stations to be dispatched to sites around the city.The night before, rescuers had pulled a woman out alive from the wreckage of a collapsed apartment building, with applause ringing out as she was carried by stretcher to an ambulance.Myanmar's ruling junta said in a statement Saturday that at least 1,644 people were killed and more than 3,400 injured in the country, with at least 139 more missing.But with unreliable communications, the true scale of the disaster remains unclear in the isolated military-ruled state, and the toll is expected to rise significantly.Junta chief Min Aung Hlaing issued an exceptionally rare appeal for international aid on Friday, indicating the severity of the calamity. Previous military governments have shunned foreign assistance, even after major natural disasters.Myanmar has already been ravaged by four years of civil war sparked by a military coup in 2021.Anti-junta fighters in the country have declared a two-week partial ceasefire in quake-affected regions starting Sunday, the shadow "National Unity Government" said in a statement.The government in exile said it would "collaborate with the UN and NGOs to ensure security, transportation, and the establishment of temporary rescue and medical camps" in areas that it controls, according to the statement, which was released on social media.Aid agencies have warned that Myanmar is unprepared to deal with a disaster of this magnitude.Some 3.5 million people were displaced by the raging civil war, many at risk of hunger, even before the quake struck.- Bangkok building collapse -Across the border in Thailand, rescuers in Bangkok worked Sunday to pluck out survivors trapped when a 30-storey skyscraper under construction collapsed after the Friday earthquake.At least 11 people have been killed in the Thai capital, with dozens more still trapped under the immense pile of debris where the skyscraper once stood.Bangkok authorities were expected to release another statement at 9 am (0200 GMT), with fears of a further toll increase.Workers at the site used large mechanical diggers in an attempt to find victims still trapped on Sunday morning.Sniffer dogs and thermal imaging drones have also been deployed to seek signs of life in the collapsed building, close to the Chatuchak weekend market popular among tourists.Authorities said they would be deploying engineers to assess and repair 165 damaged buildings in the city on Sunday.