Sri Lotus OFS can sell up to 5.89% after SEBI cooling-off waiver

Sri Lotus Developers and Realty Limited will conduct a promoter offer for sale of up to 2,87,95,818 shares, or 5.89% of paid-up equity capital, on November 3 and 4, 2026, after the Securities and Exchange Board of India waived a 12-week cooling-off requirement on October 19, 2026. The sale is intended to support minimum public shareholding compliance.

Why is Sri Lotus undertaking the promoter OFS?

Sri Lotus is undertaking the offer for sale, or OFS, to help achieve the minimum public shareholding requirement under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, and Regulation 38 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Anand Kamalnayan Pandit, one of Sri Lotus’s promoters, is the seller under the November 2, 2026 notice.

Pandit had already sold 97,70,000 Sri Lotus equity shares, representing 2.00% of issued and paid-up equity capital, through an open-market sale on September 10, 2026. The proposed November OFS is therefore a further promoter disposal for the same disclosed public-shareholding objective, rather than the first sale announced for that purpose.

The base offer covers up to 2,37,95,818 shares, equal to 4.87% of Sri Lotus’s paid-up equity capital. Pandit may also sell up to 50,00,000 additional shares, or 1.02%, through an oversubscription option. If that option is exercised in full, the September 10 sale and the maximum OFS together represent disposals equal to 7.89% of equity capital.

How did SEBI permit Sri Lotus to hold another sale?

SEBI permitted Sri Lotus to use the stock-exchange OFS mechanism before the usual 12-week interval by granting a specific exemption on October 19, 2026. Sri Lotus had applied for the relaxation in a letter dated October 14, 2026, following Pandit’s 2.00% open-market sale on September 10.

The notice says SEBI acceded to Sri Lotus’s request to exempt it from the 12-week cooling-off requirement under the OFS Guidelines. SEBI granted the relief to facilitate compliance with applicable minimum public shareholding requirements and promote ease of doing business, according to the notice.

The exemption concerns the cooling-off period and does not replace the OFS framework. Sri Lotus said the offer will follow the SEBI Master Circular dated December 30, 2024, the BSE offer-for-sale circular and the National Stock Exchange of India Limited, or NSE, OFS circular dated February 24, 2026. The notice does not disclose Sri Lotus’s public shareholding before the sale or the post-sale public shareholding it expects to reach.

What is the size and price of the Sri Lotus OFS?

Sri Lotus’s base OFS consists of up to 2,37,95,818 equity shares of face value Rs 1 each, representing 4.87% of paid-up equity capital, at a floor price of Rs 240 per share. The seller can increase the sale by 50,00,000 shares, representing a further 1.02%, if the oversubscription option is exercised.

Pandit must inform the stock exchanges whether he will exercise the 50,00,000-share option after trading closes on November 3 and by 5 p.m. that day. The option is available in the event of oversubscription in the non-retail category, meaning the final transaction may remain at the 4.87% base size rather than reach the 5.89% maximum.

Sri Lotus will use separate OFS windows on BSE Limited and NSE, with NSE as the designated stock exchange and NSE Clearing Limited as the designated clearing corporation. Monarch Networth Capital Limited is the sole seller’s broker, identified in the notice by NSE broker code 06386 and BSE broker code 0197. The notice does not disclose an expected final clearing price, the sale proceeds or Pandit’s holding after the OFS.

When and how can investors bid for Sri Lotus shares?

Sri Lotus will accept bids from 9:15 a.m. to 3:30 p.m. Indian Standard Time on November 3 and November 4, 2026, through the separate exchange windows. November 3, described as T day, is for non-retail investors, while November 4, or T+1 day, is for retail investors and qualifying non-retail investors carrying forward unallotted bids.

Non-retail investors may place bids on November 3 and indicate whether they want unallotted bids carried into the November 4 session. Those choosing to carry forward bids can revise them on T+1 under the OFS Guidelines. Allocation in the non-retail category is on a price-priority basis at multiple clearing prices, subject to bids at or above the Rs 240 floor price.

At least 25% of offer shares is reserved for mutual funds and insurance companies, subject to valid bids at or above the floor price. At least 10% is reserved for retail investors, also subject to valid bids. Any unsubscribed non-retail portion may be allocated in the retail category, while any unsubscribed retail portion may be available to eligible non-retail investors who carried forward unallotted bids.

A retail investor is an individual placing bids with an aggregate value of no more than Rs 2 lakh across both stock exchanges. Retail investors may bid above the floor price or at the cut-off price, defined as the lowest price at which shares are sold in the non-retail category. The final retail allocation price may be below the Rs 240 floor price because of a retail discount, as provided in the notice.

Conclusion

Sri Lotus’s planned OFS gives Pandit a route to sell between 4.87% and 5.89% of paid-up equity capital after his September 10, 2026 open-market disposal of 2.00%. SEBI’s October 19 exemption allows the second transaction to proceed without waiting for the otherwise applicable 12-week cooling-off period, for Sri Lotus’s stated minimum public shareholding purpose.

The next disclosed events are the non-retail bidding session on November 3 and the retail session on November 4, each from 9:15 a.m. to 3:30 p.m. Indian Standard Time. The key item to watch is Pandit’s decision by 5 p.m. on November 3 on whether to exercise the 50,00,000-share oversubscription option, which would expand the sale from 4.87% to 5.89%.