The International Financial Services Centres Authority (Investment Trust) Regulations, 2022 have been published by the International Financial Services Centres Authority (IFSCA)

1. contact@beacontrustee.co.in
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INTERNATONAL FINANCIAL SERVICES CENTRES
AUTHORITY (INVESTMENT TRUST)
REGULATIONS, 2022

2. Registration of Trust
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• Any person from IFSC or India or a foreign jurisdiction desirous to operate an Investment Trust in the IFSCs shall obtain
registration with the Authority and is permitted to raise funds through following modes:
o Public issue with units listed on a recognised stock exchange in IFSC;
o Private placement with units listed on a recognised stock exchange in IFSC; or
o Private placement whose units are not proposed to be listed on any recognised stock exchange.
• Investment Trust whose units are listed or proposed to be listed on a recognised stock exchange, a detailed framework
including on initial disclosure requirements in the offer document, continuous obligations and disclosure requirements,
trading clearing and settlement etc. shall be specified by the recognised stock exchange.

3. Eligibility Conditions for Investment Trust
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Entity Eligibility conditions
Trust Trust should be created under the laws of India (IFSC
or outside IFSC) or foreign jurisdiction
The trust deed’s main objective
should be undertaking activity of
Investment Trust (REIT or InvIT) and
includes responsibilities of the
Trustee in accordance with the
requirements specified
in the regulations
Persons who have been designated as
sponsor, investment manager and
trustee and all such persons are
separate entities.
Sponsor Number of units of the
Investment Trust on post-initial offer basis should
not be less than 5% for each sponsor
Net worth of not less than USD 15
million if it is a body corporate or a
company or net tangible assets of
value not less than USD 15 million in
case it is a limited liability partnership
A sound track record in development
of real estate or
infrastructure or fund management in
the infrastructure / real estate sector.
Investment
manager
In case of private placement, any Registered FME
shall be eligible to be appointed as Investment
Manager.
In case of a public issues, a Registered FME (Retail) shall only be eligible to be
appointed as an Investment Manager.
Trustee To be authorised / registered as a trustee with the
Authority or any other securities regulator and shall
not be an associate of the sponsor or investment
manager
Having an ability to perform with respect to infrastructure, personnel, etc. to
the satisfaction of the Authority and the recognised stock exchange

4. Eligibility Conditions for Investment Trust
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Eligibility Criteria Details
Fit and proper Registration shall be granted only if the Investment Trust and parties to the Investment Trust are fit and
proper persons as specified under the regulations.
Currency Units of the Investment Trust shall be in a freely convertible foreign currency other than Indian Rupee.
Offer of units of Investment Trust 1. No initial offer of units shall be made by an Investment Trust if their value of assets is not less than
USD 75 million or the offer size is not less than USD 35 million
2. Minimum offer and allotment to public through an offer document:

5. Fund Raising through Private Placement
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The fund raising by an Investment Trust by way of private placement whose units are proposed or not proposed to be listed on the
recognised stock exchanges shall be subject to compliance with the following:
Private placement of listed units Private placement of unlisted units
Filing a placement memorandum with the Authority along-with the applicable fee at least five (5) working days prior to opening of the issue
Accredited investor or from investors investing not less than USD 150,000 Accredited investor or from investors investing not less than
USD 250,000.
Raising funds from not less than 2 and not more than 1000 investors. Raising funds from not more than 50 investors.
Final placement memorandum with the Authority within a period of 10
working days from the date of listing of the units issued.
Final placement memorandum with the Authority within a period of
10 working days from the date of allotment of the units to the investors.

6. Fund Raising through Public Issuance
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The fund raising by an Investment Trust by way of public issue shall be subject to compliance with the following:
• Filing a draft offer document along with the fee, with the recognised stock exchange(s) and the Authority, not less than thirty working days before filing
the offer document with the recognised stock exchange and the Authority.
• Draft offer document filed with the Authority shall be made public, for comments for a period of not less than fourteen (14) days.
• Authority may communicate its comments to the investment manager or investment banker within 21 working days.
• An offer document shall be filed with the recognised stock exchange and the Authority not less than 5 working days before opening of the offer.
• An initial offer or follow-on offer or rights issue shall be made by the Investment Trust within a period of not more than 1 year from the date of issuance
of observations by the Authority.
• Initial offer and follow-on offer shall not be open for subscription for a period of more than 30 days.
• Units allotment or refund application money shall be within 12 working days from the date of closing of the issue.
• Unit issuance only in dematerialized form to all the applicants.
• Amount for general purposes, as mentioned in objects of the issue in the draft offer document filed with the Authority, shall not exceed 10% of the
amount raised by the Investment Trust by issuance of units.

7. Disclosure Requirements and Investment Conditions
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• Investment Trust whose units are listed shall comply with the continuous obligations and disclosures requirements specified by the recognised stock
exchange
• Following disclosure requirements shall be applicable to Investment Trust whose units are not listed:
o Investment manager shall submit annual report, half-yearly report and valuation report to the trustee and unit holders of the Investment Trust,
either electronically or through physical copies.
o Annual and half yearly reports shall contain disclosures as specified for a privately placed Investment Trusts listed on a recognised stock exchange
o Investment manager shall disclose to the trustee and unit holders any information having bearing on the operation or performance of the
Investment Trust
• The Investment Trust may invest in infrastructure projects or properties, as the case may be through SPVs or holdco subject certain conditions
• Investment can be in IFSC or India or in foreign jurisdiction.
• Investment Trust shall hold completed and rent generating property or an infrastructure asset for a period of not less than three years from the date of
purchase of such asset directly or through holdco and/or SPV.
• Investment Trust shall not invest in units of other Investment Trust and shall not lend to any person other than the holdco/special purpose vehicle(s) in
which the trust has invested.

8. Additional Conditions related to Real Estate Investment
Trust(REITs) & Infrastructure Investment trust (InvIT)
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• Investment by an InvIT shall only be in holdco and/ or SPVs or infrastructure projects and in case of REIT shall be only in real estate or related asset
or securities as specified.
• At least eighty percent (80%) of the value of the InvIT assets shall be invested, proportionate to the holding of the InvITs, in completed and
revenue generating infrastructure projects in case of private or public issuance.
• Not more than Twenty percent (20%) of value of the InvIT assets shall be invested in under-construction infrastructure projects or related projects.
• Un -invested funds in case of private placement of InvIT shall be invested in listed or unlisted debt securities of corporate or government
• At least seventy 75% of the REIT assets should be invested in income-producing real estate
• The total contract value of property development activities undertaken and investments in uncompleted property developments should not
exceed 10% of the REIT assets
• Not more than five percent (5%) of the REIT assets can be invested in any one issuer‘s securities or any one manager‘s funds

9. Borrowings and Deferred Payments
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• The aggregate consolidated borrowings and deferred payments of the Investment Trust, holdco and the SPVs, net of cash and cash
equivalents shall not exceed:
o 70% of the value of the InvIT assets
o 49% of the value of the REIT assets
• If the borrowing exceeds 25% of the value of the asset of trust, for further borrowing a upto 49% trust shall :
o obtain credit rating from a credit rating agency.
o (b) seek approval of unitholders.
• In case of InvIt with borrowing above 49% it shall :
o Obtain a credit rating of “AAA” or equivalent for its consolidated borrowing and the proposed borrowing, from a credit rating agency.
o Utilize the funds only for acquisition or development of infrastructure projects.
o Have a track record of at least six distributions, on a continuous basis, post listing, in the years preceding the financial year in which
the enhanced borrowings are proposed to be made.
o Obtain prior approval of unitholders.
• An Investment Trust whose units are not listed on a recognised stock exchange may undertake borrowing after seeking approval from
number of investors as specified in the trust deed.

10. Thank
You!!
contact@beacontrustee.co.in
022-26558759
www.beacontrustee.co.in