FME Regulatory Intelligence, Learning & Practice · IFSCA (Fund Management) Regulations, 2025
Offer of units of Investment Trust

Regulation 91

Offer of units of Investment Trust

IFSCA (Fund Management) Regulations, 2025Amended in 2026Chapter VI · Other Fund Management Activities

Chapter VI · Other Fund Management Activities

Regulation 91 – Offer of units of Investment Trust
Amended 2026 High importance about 3 min

Investment Trusts — REITs & InvITs: Setting up and running listed and unlisted Investment Trusts, from sponsor to distribution.

1

In plain English

No initial offer unless the is registered, its asset value is at least USD 75 million and the offer size at least USD 35 million. Minimum public offer/allotment depends on post-issue capital (25% below USD 240m; at least USD 60m between USD 240m and 600m; 10% at or above USD 600m). Units to sponsor/manager/project manager and their associates are not counted as offered to the public.

In plain English
Asset value ≥ USD 75m; offer size ≥ USD 35m
IT — offer thresholds
2

The rule, in its own words

Read the exact text of Regulation 91
91. (1) No initial offer of units by an Investment Trust shall be made unless,– (a) the Investment Trust is registered with the Authority; (b) the value of assets of Investment Trust is not less than USD 75 million; and (c) the offer size is not less than USD 35 million. (2) The minimum offer and allotment of units, to public through an offer document or placement memorandum in respect of Investment Trust, proposed to be listed on a recognised stock exchange shall be as per the below table: Post Issue Capital Minimum no./ value of units to be offered Less than USD 240 million At least twenty-five per cent. (25%) of the total outstanding units of the Investment Trust USD 240 million or more b…
Show the full text
91. (1) No initial offer of units by an Investment Trust shall be made unless,– (a) the Investment Trust is registered with the Authority; (b) the value of assets of Investment Trust is not less than USD 75 million; and (c) the offer size is not less than USD 35 million. (2) The minimum offer and allotment of units, to public through an offer document or placement memorandum in respect of Investment Trust, proposed to be listed on a recognised stock exchange shall be as per the below table: Post Issue Capital Minimum no./ value of units to be offered Less than USD 240 million At least twenty-five per cent. (25%) of the total outstanding units of the Investment Trust USD 240 million or more but less than USD 600 million At least USD 60 million Equal to or more than USD 600 million At least ten per cent. (10%) of the total outstanding units of the Investment Trust Provided that the units offered to sponsor or the investment manager or the project manager or their related parties or their associates shall not be counted towards units offered to the public.
Statutory text — Principal Regulations, 2025, consolidated as amended up to 10 September 2026 (including the Second Amendment, 2026). The notified Gazette text prevails. Tap a highlighted word for how it functions.
3

Exceptions and conditions

Taken from the wording of this provision — the carve-outs and conditions worth reading closely.

(1) No initial offer of units by an Investment Trust shall be made unless,– (a) the Investment Trust is registered with the Authority
(10%) of the total outstanding units of the Investment Trust Provided that the units offered to sponsor or the investment manager or the project manager or their related parties or their associates shall not be counted towards units offered to the public.
4

What this means in practice

Compliance actions
Applies to
Investment Trust
Frequency
At offer
Evidence
Valuation and offer-size records; Public float computation
5

The numbers that matter

RequirementThresholdOn crossing
IT — offer thresholdsAsset value ≥ USD 75m; offer size ≥ USD 35mNo initial offer below these
6

Where it connects

Read alongside

7

Check yourself

An Investment Trust cannot make an initial offer unless its asset value and offer size meet which minimums?
8

Your notes

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Investment Trusts — REITs & InvITs
Regulation 91 Chapter VI · Part B Amended 2026 High · about 3 min