Vertis Infrastructure Trust reopens sale process for listing

Vertis Infrastructure Trust (the Trust) reopened expressions of interest until 5:00 p.m. on November 11, 2026, from eligible unitholders seeking to sell units in a proposed public offer that could convert it into a publicly listed InvIT. The transaction has no disclosed size or price and remains subject to approvals, market conditions and investor interest.

Why did the Trust reopen expressions of interest?

The Trust reopened the process on November 3, 2026, to give eligible existing unitholders another opportunity to indicate whether they wish to participate as selling unitholders in the proposed offer for sale. The communication was circulated using unitholding details in the beneficial position, or BENPOS, dated October 23, 2026, and follows earlier notices dated January 30 and April 24, 2026.

The current notice requires interested holders to email the Trust's company secretary and compliance officer by 5:00 p.m. on November 11, 2026. The submission must include the holder's name, address, Depository Participant and Client ID, Permanent Account Number, telephone number, email address and the documents or information specified in the earlier notice.

The November 11, 2026 deadline replaces the May 11, 2026 response date contained in the re-attached Schedule A, while the Schedule A eligibility and participation terms continue to apply. A holder whose expression of interest under the earlier notice was duly recorded does not need to submit it again; a prior response not taken on record because of ineligibility or another lawful reason must be resubmitted.

What listing transaction is the Trust considering?

The Trust is considering a conversion from a privately listed infrastructure investment trust, or InvIT, to a publicly listed InvIT through a public offer that includes an offer for sale by certain eligible existing unitholders. The Board of Vertis Fund Advisors Private Limited, the Trust's investment manager, approved the proposed conversion on April 24, 2026, after it was authorised on January 30, 2026 to explore fund-raising avenues.

The sale component would involve units held by selected existing unitholders, rather than a disclosed allotment of new units. The Trust has not stated an offer size, number of units, seller allocation, price band or listing date. Its Board, or a committee constituted by it, will decide the offer structure and allocation among selling unitholders in consultation with book running lead managers, or BRLMs, before a draft offer document is filed.

The price band would be set at a later stage before the offer opens, in consultation with the BRLMs, and the final price would be determined through book building under the applicable InvIT rules. Therefore, the November 11 expression of interest is not a commitment to sell a specified number of units at a known price.

Which unitholders can participate in the Trust's offer for sale?

A unitholder can offer units only if those units have been held continuously for at least one year before the draft offer document is filed with the Securities and Exchange Board of India, or SEBI, and the stock exchanges. The units must also be free of court or regulatory restraints, charges, liens, pledges, encumbrances, transfer restrictions and lock-ins, apart from arrangements entered into with BRLMs for the offer.

The Trust also requires selling unitholders to be legal and beneficial owners and to satisfy the conditions applicable to selling unitholders under paragraph 2.16 of SEBI's master circular dated July 11, 2025. Non-resident holders may need additional permissions under foreign-exchange regulations, including from the Reserve Bank of India, and are responsible for obtaining required approvals before the draft offer document is filed.

An expression of interest does not bind the holder to sell, and offering units does not ensure that the units will be sold. If the total units offered by participating sellers exceed the offer-for-sale component set by the Board, allocation may be made pro rata based on their unitholdings or through another method determined by the Board in line with applicable law. Units not sold would be returned to the relevant demat account under the escrow arrangements.

What could prevent the Trust's public offer from proceeding?

The Trust states that the offer depends on existing-unitholder participation, market conditions, investor interest, regulatory and corporate approvals, commercial considerations and advice from intermediaries. Required approvals include unitholder approval for the proposed conversion and public issuance of units under the SEBI InvIT Regulations, 2014, as well as compliance with the Trust's amended and restated trust deed dated June 27, 2025.

If the Trust proceeds, the investment manager would first file a draft offer document with SEBI, National Stock Exchange of India Limited and BSE Limited. SEBI and the exchanges would then provide observations, and public comments may also be received, before an updated draft, an offer document and a final offer document are filed. This means the transaction remains before the formal draft-filing stage.

The Trust may decide not to proceed even if one or more unitholders submit interest. It says the November 3, 2026 notice creates no obligation to undertake the offer within a particular period, or at all. The Trust also identifies SEBI market-access restrictions and the Reserve Bank of India's wilful-defaulter list as disqualifying conditions for relevant parties to the transaction.

What obligations would selling unitholders take on?

Selling unitholders would share offer expenses in proportion to the units they sell, including BRLM fees, legal and intermediary costs, advertising, regulatory fees, printing, underwriting commissions, brokerage, selling commissions and securities transaction tax. The Trust says these costs may be payable even if the overall offer is unsuccessful, while sale proceeds would be released after listing and trading approvals from the stock exchanges.

Sellers would be responsible for statements relating to themselves and their offered units in the offer documents, and may face statutory civil and criminal liability for misstatements. They would be required to sign offer documents, provide legal opinions at stages specified by the Trust, complete know-your-customer documentation and enter agreements that may include offer, registrar, syndicate, unit-escrow, cash-escrow, sponsor-bank and underwriting agreements.

Units selected for sale would be deposited into an escrow account before filing of the offer document, as advised by the BRLMs. Once transferred to escrow, a seller generally cannot change the sale quantity, although complete withdrawal remains subject to applicable law and the terms of the offer agreement. A selected selling unitholder also cannot purchase or subscribe for units in the same offer.

Conclusion

The November 3, 2026 re-circulation renews the Trust's effort to identify eligible existing sellers for a possible public-listing transaction, but it does not establish a public offer date, price band, sale size or completed conversion. The April 24, 2026 Board approval is therefore a preparatory step rather than confirmation that the offer will occur.

The next disclosed event is the 5:00 p.m. deadline on November 11, 2026 for fresh expressions of interest from eligible holders whose earlier submissions were not recorded. Subsequent steps, if the Trust proceeds, include a Board decision on the sale structure, filing of a draft offer document with SEBI and the exchanges, and the necessary unitholder, regulatory, listing and trading approvals.