SEBI’s circular of 2 November 2026 sets the cooling-off period for an offer for sale (OFS) of units of illiquid private listed InvITs at ±8 weeks. The earlier OFS framework shows +12 weeks for illiquid shares. Retail provisions do not apply, and the OFS stays open for one day. In force immediately.
Ridgeway Road InvIT is an invented private listed InvIT whose units trade rarely. Its sponsor group plans an OFS on Wednesday 10 March 2027, the T day. How long might the sponsor group have to wait, before and after that day, before trading in the units? The rules are read below; the counting is our reading.
| Earlier figure (12 weeks each side, our reading) | 16 December 2026 to 2 June 2027 |
|---|---|
| Now (8 weeks each side, our reading) | 13 January 2027 to 5 May 2027 |
| A trade on 30 December 2026 (10 weeks before T) | Inside the earlier window, outside the new one |
| A trade on 12 May 2027 (9 weeks after T) | Inside the earlier window, outside the new one |
What is an OFS, and where does it sit in SEBI’s rules?
An offer for sale is a way for existing holders to sell securities through a stock exchange, instead of the company issuing new ones. SEBI’s Master Circular for Stock Exchanges and Clearing Corporations (SEBI/HO/MRD-PoD2/CIR/P/2024/00181, 30 December 2024) holds the comprehensive OFS framework in Chapter 1. Paragraph 19.1 covers equity shares. Paragraph 19.2 extends that framework to units of Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs). The 2 November 2026 circular says it modifies Paragraph 19.2.
The key terms, in plain words. An InvIT is a trust that holds infrastructure assets and issues units to investors. “Private listed InvIT” is not a defined term in the circular. Our reading: it is an InvIT that raised its units by private placement, meaning an issue to a select person or group and not a public issue (Regulation 2(1)(zoa) of the InvIT Regulations, 2014), and whose units are listed on a stock exchange. Regulation 16(1) makes listing mandatory for units of InvITs, whether publicly issued or privately placed, subject to a proviso on minimum subscription. The T day is the first day of the OFS. The cooling-off period is the span before and after the offer that applies to the sellers’ own transactions in the units. Paragraph 19.1.2.4.1 describes it as: “transaction (i.e. purchase or sale prior to and after the offer)”. Illiquid shares are those that are neither “most liquid” nor “liquid” under the impact-cost tests in paragraph 19.1.1 (impact cost is how far the price moves when a Rs 1 lakh trade goes through).
The OFS framework for private listed InvIT units came in step by step. A circular of 3 August 2023 (SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/134) allowed OFS of units of private listed InvITs, with no retail participation and a one-day offer. The 2 November 2026 circular writes those points into paragraph 19.2 and adds the cooling-off period.
What changed, and what was it before?
BEFORE
Illiquid shares: +12 weeks, paragraph 19.1.2.4.1(iii), made applicable to InvIT units by the “equivalent” wording of the earlier paragraph 19.2.
NOW
Private listed InvITs whose units are illiquid: ±8 weeks, paragraph 19.2(iii) as modified.
The circular gives its reason: feedback from market participants and ease of doing business. It says the aim is “to reduce the cooling off period for illiquid private listed InvITs”. The January 2023 circular (SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10) shows the same +12 weeks for illiquid shares, and the December 2024 master circular carries it in paragraph 19.1.2.4.1.
The modified Paragraph 19.2 lists three items, (i) to (iii):
- (i) Trading lot. For an InvIT OFS the trading lot is the same as the secondary-market lot under the InvIT Regulations, 2014. For privately placed units, Regulation 16(8)(b) sets that lot at Rs 25 lakh. Our reading: the OFS lot for a private listed InvIT is therefore Rs 25 lakh.
- (ii) No retail. Retail provisions of paragraph 19.1 do not apply; the OFS is open one day, the T day.
- (iii) Cooling off. For private listed InvITs whose units are illiquid, ±8 weeks.
What does the cooling-off window look like on a calendar?
The circular writes “±8 weeks”. The framework describes the cooling-off period as covering transactions before and after the offer. Our reading: the window runs 8 weeks before and 8 weeks after the T day. The strip below uses the invented dates above.
The sums: 8 weeks is 56 days, so 13 January 2027 to 5 May 2027. Twelve weeks is 84 days, so 16 December 2026 to 2 June 2027. Two points to confirm with SEBI or the exchange. First, the earlier text writes “+12 weeks” and the circular “±8 weeks”; reading both as a window on each side of the T day is our reading, not a definition in the text. Second, whether weeks are counted in calendar days.
Who does the change help?
Sponsors and large unitholders of illiquid private listed InvITs
They can plan an exit by OFS with a shorter wait around the offer. Paragraph 19.2 refers to sponsors, sponsor group entities and other unitholders; the circular itself narrows the change to illiquid private listed InvITs.
Investment managers of those InvITs
The circular is addressed to all InvITs and all parties to InvITs. Check the sponsor trading calendar against the new ±8 weeks before the next OFS.
Stock exchanges
They must put necessary systems in place, amend bye-laws and rules where required, and bring the circular to the notice of market participants, including investors, on their websites.
When does it apply?
From 2 November 2026, the date of the circular. It states that it comes into force with immediate effect.
Legal basis
- Power used
- Section 11(1), Securities and Exchange Board of India Act, 1992
- Provision modified
- Paragraph 19.2, Chapter 1, Master Circular SEBI/HO/MRD-PoD2/CIR/P/2024/00181 dated 30 December 2024
- Related rules
- Regulations 2(1)(zoa) and 16, SEBI (Infrastructure Investment Trusts) Regulations, 2014
Key facts
| Authority | SEBI |
|---|---|
| Instrument | Circular, Cooling off period for offer for sale by Private listed InvITs |
| Reference | HO/17/11/17(7)2026-DDHS-POD2/I/24929/2026 |
| Issue date | 2 November 2026 |
| Effective date | 2 November 2026 (immediate effect) |
| Change | Paragraph 19.2(iii): ±8 weeks for illiquid private listed InvITs; earlier framework shows +12 weeks for illiquid shares |
| Also in paragraph 19.2 | Trading lot as in the InvIT Regulations; no retail provisions; one-day OFS |
| Last verified | 4 November 2026, against the five sebi.gov.in PDFs below |
| Applies to | OFS of units of private listed InvITs with illiquid units |
Frequently asked questions
Is the cooling-off period now 8 weeks for every InvIT OFS?
No. Paragraph 19.2(iii) sets ±8 weeks only for private listed InvITs whose units are illiquid. The circular leaves paragraph 19.1 as it is: +2 weeks for most liquid shares, +4 weeks for liquid shares and +12 weeks for illiquid shares. Our reading is that OFS of other InvIT and REIT units stays on paragraph 19.1 periods; to confirm with the exchange.
Was the earlier figure 12 weeks?
For illiquid shares the earlier OFS framework in paragraph 19.1.2.4.1(iii) reads +12 weeks. Our reading is that this is the figure the reduction replaces for illiquid private listed InvITs, because paragraph 19.2 made the InvIT framework equivalent to paragraph 19.1.
Does a private listed InvIT OFS include a retail offer?
No. Paragraph 19.2(ii) says the retail-investor provisions of paragraph 19.1 do not apply, and the OFS stays open for one day only, the T day.
From when does it apply?
The circular dated 2 November 2026 says it comes into force with immediate effect. Stock exchanges must put systems in place, amend bye-laws where needed and publicise the circular.
Sources (official)
- SEBI Circular HO/17/11/17(7)2026-DDHS-POD2/I/24929/2026, Cooling off period for offer for sale by Private listed InvITs, 2 November 2026 https://www.sebi.gov.in/sebi_data/attachdocs/nov-2026/1793619502649.pdf
- SEBI Master Circular for Stock Exchanges and Clearing Corporations, 30 December 2024, Chapter 1: Trading (paragraphs 19.1 and 19.2) https://www.sebi.gov.in/sebi_data/commondocs/dec-2024/RE_Chapter%201%20-%20Trading%20-%20NEW_p.pdf
- SEBI Circular SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10, Comprehensive framework on Offer for Sale (OFS) of shares through Stock Exchange Mechanism, 10 January 2023 https://www.sebi.gov.in/sebi_data/attachdocs/jan-2023/1673349770173.pdf
- SEBI Circular SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/134, Offer for Sale framework for sale of units of REITs and InvITs, 3 August 2023 https://www.sebi.gov.in/sebi_data/attachdocs/aug-2023/1691061955659.pdf
- SEBI (Infrastructure Investment Trusts) Regulations, 2014, amended up to 16 October 2026 https://www.sebi.gov.in/sebi_data/attachdocs/oct-2026/1793187593604.pdf
- India
- SEBI
- Capital Market Regulations
- Offer for sale
- InvITs
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