SEBI has cut the cooling-off period for InvIT OFS (offer for sale) transactions in illiquid privately listed infrastructure investment trusts from 12 weeks to 8 weeks. The change, issued through a circular on Monday, November 2, 2026, took effect immediately.
SEBI said the move follows feedback from market participants and aims to ease doing business. The circular states the cooling-off period for such InvITs “shall be ±8 weeks.”
What changes for privately listed InvIT OFS?
Cooling-off periods in the OFS framework depend on liquidity: 2 weeks for the most liquid shares, 4 weeks for liquid shares, and 12 weeks previously for illiquid shares. For illiquid private listed InvITs, the period is now 8 weeks. The change amends paragraph 19.2 of Chapter 1 of SEBI’s Master Circular dated December 30, 2024.
Why are private listed InvITs treated as illiquid?
Private listed InvITs have high trading lot sizes, which restrict participation mainly to institutional investors, body corporates and high-net-worth individuals. Trading volumes stay thin, so they are often classified as illiquid.
Other conditions that stay the same
The trading lot stays the same as the secondary-market lot under the SEBI (Infrastructure Investment Trusts) Regulations, 2014. Retail investor provisions in the general OFS framework do not apply to these offers, which stay open for one day, the trading day on which the offer takes place.
Market and Trade Reaction
No market reaction was found in the sources reviewed at the time of writing.
What Happens Next?
Stock exchanges must build the necessary systems, amend their bye-laws, rules and regulations where needed, inform market participants and post the circular on their websites.
Frequently Asked Questions
What is the new cooling-off period for private listed InvIT OFS?
Eight weeks, down from 12 weeks, for illiquid privately listed InvITs.
When does it apply?
Immediately, from the circular issued on November 2, 2026.
Can retail investors participate in these offers?
No. Retail investor provisions in the general OFS framework do not apply to these offers.
Source: Business Standard (PTI), November 2, 2026; Free Press Journal (ANI), November 2, 2026.
Leave a comment