SEBI reduces the cooling-off period under the Offer for Sale (OFS) mechanism for privately listed InvITs from 12 to 8 weeks, effective 2 November 2026.
SEBI Cuts OFS Cooling-Off Period for InvITs
SEBI has reduced the mandatory gap between consecutive Offer for Sale (OFS) transactions by sponsors in privately listed Infrastructure Investment Trusts (InvITs) from 12 weeks to 8 weeks, effective 2 November 2026. The amendment modifies the December 2024 Master Circular to enhance liquidity and sponsor flexibility in illiquid InvITs.
Background and Scope
The OFS mechanism allows InvIT sponsors to exit through exchange platforms. The prior 12-week restriction was viewed as overly rigid given low trading frequency. The revised ±8 week window allows more timely exits while preserving market stability.
The adjustment balances sponsor liquidity needs with investor protection in markets with limited price discovery.
Implications for InvIT Sponsors
The change benefits sponsor entities seeking phased exits, especially in long-gestation infrastructure projects. However, disclosure requirements remain unchanged — all OFS transactions must still be pre-announced with rationale. Regulated entities must update their transaction planning calendars and monitor compliance with revised timelines.
Citations
- SEBI Master Circular on InvITs, amended 2 November 2026
