OFS cooling-off for illiquid private listed InvITs cut to 8 weeks
TaxByKK · Compliance News · taxbykk.com2 Nov 2026
In short
SEBI has shortened the cooling-off period for offers for sale through the stock exchange mechanism by illiquid private listed InvITs to 8 weeks. For such InvITs, the OFS stays open for one day only, and the retail investor provisions do not apply. The circular took effect on 2 November 2026.
- Authority
- SEBI, Department of Debt and Hybrid Securities
- Circular
- HO/17/11/17(7)2026-DDHS-POD2/I/24929/2026 dated 2 November 2026
- Type
- Circular
- Effective from
- Immediately (2 November 2026)
- Modifies
- Paragraph 19.2, Chapter 1 of SEBI Master Circular SEBI/HO/MRD-PoD2/CIR/P/2024/00181 dated 30 December 2024
- Applies to
- Private listed InvITs whose units are illiquid, their parties, stock exchanges, depositories and clearing corporations
What changed
| Item | Before | Now |
|---|---|---|
| Cooling-off period between OFS offers, illiquid private listed InvITs | Longer period under the earlier framework | 8 weeks |
| OFS window for private listed InvITs | — | One day only (T day) |
| Retail investor provisions of the OFS framework | Applied | Do not apply to private listed InvITs |
| Trading lot for an InvIT OFS | — | Same as the secondary market lot under the InvIT Regulations |
SEBI made the change on feedback from market participants and to ease doing business. Stock exchanges must put systems in place, amend their bye-laws and rules where needed, and tell market participants.
Who it applies to
- Private listed InvITs with illiquid units, and their sponsors and investment managers
- Unitholders who want to sell units through an OFS
- Stock exchanges, depositories and clearing corporations
- CAs, company secretaries and lawyers advising InvITs
What to do
- Plan the gap between OFS offers for an illiquid private listed InvIT on an 8-week cooling-off.
- Run the OFS for one day (T day) with no retail category.
- Use the secondary market trading lot as the OFS lot.
Reference
SEBI circular HO/17/11/17(7)2026-DDHS-POD2/I/24929/2026, 2 November 2026, Cooling off period for offer for sale by Private listed InvITs; issued under section 11(1) of the SEBI Act, 1992.
Read the official PDF: SEBI circularWritten by TaxByKK from the official notification. Check the official text before you act on it.
Frequently asked questions
What is the cooling-off period for OFS by illiquid private listed InvITs?
8 weeks, after SEBI's circular of 2 November 2026.
How long does an OFS by a private listed InvIT stay open?
One day (T day), and the retail investor provisions do not apply.
From when does the change apply?
From 2 November 2026, with immediate effect.