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SEBI reduces the cooling off period for illiquid private listed Infrastructure Investment Trusts (InvITs) to eight weeks. This change modifies the existing Offer for Sale (OFS) framework for units of InvITs. Private listed InvITs must now observe a cooling off period of plus or minus eight weeks when units are illiquid. Recognized stock exchanges must update their systems, bye-laws, and rules to implement this requirement. Exchanges must also inform market participants and publish the update on their websites. This circular applies to all private listed InvITs and takes effect immediately.
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HO/17/11/17(7)2026-DDHS-POD2/I/24929/2026
November 02, 2026
To,
Bharat InvITs Association
All Infrastructure Investment Trusts (InvITs)
All Parties to InvITs
All Recognized Stock Exchanges
All Registered Depositories
All Recognized Clearing Corporations
Madam / Sir,
Subject: Cooling off period for offer for sale by Private listed InvITs
SEBI vide Circular No. SEBI/HO/MRD-PoD2/CIR/P/2024/00181 dated December 30, 2024 and circular no. SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/134 dated August 03, 2023 specified the comprehensive framework on Offer for Sale (OFS) of shares including units of REITs and InvITs through stock exchange mechanism.
Based on the feedback received from market participants and in order to facilitate ease of doing business, it has been decided to reduce the cooling off period for illiquid private listed InvITs. Accordingly, Paragraph 19.2 under Chapter 1 of SEBI Master Circular No. SEBI/HO/MRD-PoD2/CIR/P/2024/00181 dated December 30, 2024, has been modified as under:
“19.2 OFS Framework for sale of units of Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs)
The OFS framework prescribed at paragraph 19.1 above for equity shares of listed companies shall also be applicable for OFS of units of REITs and InvITs subject to the following -
This circular shall come into force with immediate effect.
All recognized stock exchanges are advised to:
This circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 to protect the interest of investors in securities and to promote the development of and to regulate the securities market.
This Circular is available on the website of the Securities and Exchange Board of India at www.sebi.gov.in under the category “Legal” and under the drop down “Circulars”.
Yours faithfully
Ritesh Nandwani
Deputy General Manager
Department of Debt and Hybrid Securities
Tel No.022-26449696
Email id - riteshn@sebi.gov.in
