SEBI Reduces Cooling Off Period for Offer for Sale by Private Listed InvITs
Court / Authority
SEBI & SCRA
Update / Judgement Date
02 Nov 2026
Case No.
HO/17/11/17(7)2026-DDHS-POD2/1/24929/2026
Source
WCP News Bulletin
Author
Soumya Gupta — WCP Legal Desk
Reading Time
3 min read
View Count
1
Key Highlights
● Modified Paragraph 19.2 under Chapter 1 of SEBI Master Circular dated December 30, 2024.
● Specified the cooling-off period for private listed InvITs with illiquid units as ±8 weeks.
● Mandated that trading lot size for InvIT OFS must match the secondary market trading lot under SEBI (InvIT) Regulations, 2014.
● Excluded retail investor provisions from private listed InvIT OFS, keeping the offer window open for only one day (T day).
● Effective immediately across all recognized stock exchanges, depositories, and clearing corporations.
Background / Context
● SEBI previously issued comprehensive OFS frameworks via circulars dated August 03, 2023, and December 30, 2024 (SEBI/HO/MRD-PoD2/CIR/P/2024/00181).
● Market participants raised concerns regarding operational rigidities and long lock-in/cooling periods for illiquid private InvIT units.
● The change was enacted to align OFS mechanics with secondary market realities and simplify capital access for institutional sponsors.
What Has Changed
Provision Earlier Position New Position Effective From
Cooling off period for illiquid private listed InvIT units Governed under standard equity OFS timelines Set specifically to ±8 weeks November 02, 2026
Retail investor participation in private listed InvIT OFS General framework rules applied Expressly not applicable; OFS open for 1 day (T day) only November 02, 2026
Who Is Affected
● Private listed Infrastructure Investment Trusts (InvITs) and their sponsors/parties.
● Institutional investors trading illiquid units of private InvITs.
● Recognized Stock Exchanges, Depositories, and Clearing Corporations.
Compliance Action Points & Deadlines
Action Item Target System / Forum Timeline Consequence of Inaction
Update system infrastructure and trading parameters to accommodate the ±8 weeks cooling-off period Stock Exchange Trading Systems Immediate
Regulatory non-compliance
Amend relevant bye-laws, rules, and regulations Exchange Rulebooks Immediate
Administrative default
Notify market participants and investors via circulars/websites Exchange Web Portals Immediate
Notice non-compliance
Analysis & Impact
● For CA / CS / Tax & Legal Professionals: Ensure client advisories for InvIT sponsors reflect the updated 1-day OFS execution window and the ±8 weeks cooling-off restriction.
● For Businesses & Investors: Provides clearer exit/liquidity windows for illiquid private InvIT unit holders without long structural delays.
● For News Readers: SEBI eases trading restrictions on private infrastructure trusts to boost market liquidity.
● Points to Watch: Stock exchange advisories and operational updates regarding revised OFS setup parameters.
Related Laws, Rules & References
● Section 11(1) of the Securities and Exchange Board of India Act, 1992.
● SEBI (Infrastructure Investment Trusts) Regulations, 2014.
● SEBI Circular No. SEBI/HO/MRD-PoD2/CIR/P/2024/00181 dated December 30, 2024.
● SEBI Circular No. SEBI/HO/MRD/MRD-POD-3/P/CIR/2023/134 dated August 03, 2023.
Full Judgement / Attachment
Full Judgement
Frequently asked questions about SEBI & SCRA
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