India's InvITs sector, managing ₹7 lakh crore in assets, is urging regulators for simpler M&A guidelines to attract more investors. According to reports from The Economic Times, industry leaders want change of control guidelines to match those for listed companies. The sector is seeking parity with Sebi's open offer guidelines, which would streamline acquisition processes and reduce regulatory complexity for buyers.
Under existing rules, change of control in InvITs requires approval from three-fourths of unit holders, excluding the InvIT sponsor. As reported by The Economic Times, this differs significantly from listed company regulations where acquirers need to make a further offer to buy up to 26% of shares held by public equity shareholders when acquiring 25% or more stake from existing promoters. The current InvIT structure could result in buyers acquiring more units than intended, creating additional liability beyond the 26% offer requirement. For instance, if only 67% of unit holders of an InvIT who are in the public category consent to a change of control, an acquirer would theoretically have to buy 33% of the unit holders who did not consent.
According to The Economic Times, there are currently 24 listed InvITs spanning roads, power transmission, renewables, telecom and gas pipelines. Road InvITs alone account for about ₹3 lakh crore of the total assets under management as of March 2026. Industry executives note that more InvITs are coming up and there may be many opportunities for change in sponsor, making the need for simpler M&A guidelines more urgent. As noted by The Economic Times, there are currently 24 listed InvITs, spanning roads, power transmission, renewables, telecom and gas pipelines, with Road InvITs alone accounting for about ₹3 lakh crore of the total AUM as of March 2026.
The Bharat InvITs Association has submitted a white paper to Sebi to make regulations simpler for incoming buyers. Danny Samuel, CEO of publicly listed Roadstar Trust, suggested adopting a tried and tested approach from the takeover code. The industry is also proposing that approval thresholds be linked to unitholders present and voting, similar to several other listed market processes, to reduce the complexity of current control change requirements. As reported by The Economic Times, industry representatives believe that aligning dissenting unitholder exits in InvITs with a transparent open-offer framework can strengthen minority investor confidence and improve governance credibility.
