SEBI has shortened the waiting period around offer-for-sale (OFS) deals by privately listed infrastructure investment trusts (InvITs) with illiquid units — from 12 weeks to 8 weeks, with immediate effect. The change, made by a circular dated 2 November 2026, is narrow by design: it touches only illiquid private listed InvITs, and leaves the cooling-off periods for every other security exactly where they were.
Quick answer: SEBI's circular of 2 November 2026 cuts the OFS cooling-off period for private listed InvITs whose units are illiquid from 12 weeks to 8 weeks, effective immediately, so sellers can transact around an OFS four weeks sooner than before.
In plain terms: when a sponsor or large holder sells units of an illiquid private InvIT through the stock-exchange OFS window, the rules impose a quiet period around that sale — a stretch before and after the offer during which the seller does not buy or sell the same units. That quiet period was 12 weeks. For this one category, it is now 8 weeks. Four weeks of waiting disappear from each deal timetable.
The circular at a glance
What is a cooling-off period in an OFS?
An OFS lets promoters, promoter-group entities and large non-promoter shareholders sell shares — or, since the framework was extended, units of REITs and InvITs — through the stock-exchange mechanism. To keep such sales orderly, the framework imposes a cooling-off period on the seller: a window around the offer during which the seller does not purchase or sell the same security outside the offer. The length of that window depends on how liquid the security is. Highly traded securities get a short window; thinly traded ones get a long one, because trades around an offer move their price more.
That liquidity ladder is the key to understanding this circular. The general ladder is unchanged: 2 weeks for the most liquid shares, 4 weeks for liquid shares, and 12 weeks for illiquid shares. What has changed is a single carve-out from the top rung — illiquid units of private listed InvITs now sit at 8 weeks instead of 12.
Old vs new
One drafting detail is worth noting for readers who open the circular itself: the amended paragraph prints the new period as "±8 weeks". The ± is the framework's notation for a window running on both sides of the offer — before and after — matching the framework's own description of the cooling-off period as covering purchases or sales prior to and after the offer. It is not a range or an approximation: the period is 8 weeks.
What stays the same for private listed InvITs
The circular amends only the cooling-off figure. The rest of the OFS treatment for private listed InvITs stands exactly as set out in paragraph 19.2 of the master circular:
- The OFS framework for listed-company shares applies to OFS of REIT and InvIT units, subject to the paragraph 19.2 conditions.
- For InvIT OFS, the trading lot is the same as the secondary-market trading lot prescribed in the SEBI (InvITs) Regulations, 2014.
- The retail-investor provisions of the OFS framework do not apply to OFS by private listed InvITs, and such an OFS remains open for one day only — the T day.
- Exchanges must put systems in place, amend their bye-laws, rules and regulations where needed, and bring the change to the notice of market participants and investors.
What this does NOT change: Public listed InvITs keep their existing cooling-off treatment. Private listed InvITs whose units are liquid are untouched. REITs are untouched — the circular's amended paragraph covers private listed InvITs only. And nothing in this circular alters the one-day (T day) OFS window or the trading-lot rule for private listed InvITs.
Who is affected
- Sponsors and large unitholders of private listed InvITs with illiquid units — the direct beneficiaries: the restricted window around any OFS they conduct shrinks by four weeks.
- Investment managers of private listed InvITs — OFS timetables, lock-in planning and deal sequencing can now be drawn with an 8-week quiet period.
- Recognised stock exchanges — they must update systems and bye-laws and publicise the change; deal teams should confirm the exchange has implemented it before relying on the shorter window.
- Investors in private listed InvITs — the change is about seller conduct around an OFS, not about issue price or allotment; retail-investor OFS provisions continue not to apply to private listed InvITs.
What to do next
- If you are planning an OFS in a private listed illiquid InvIT: re-draw the timetable on an 8-week cooling-off window — but confirm first that your exchange has updated its systems and bye-laws for this circular, since the circular directs exchanges to implement it.
- If a sale is already in motion: the circular is effective immediately, so the new period applies from 2 November 2026; take advice on how it interacts with any window already running.
- Do not over-read the change: it does not shorten the window for any other category, does not open the OFS to retail investors for private listed InvITs, and does not change the one-day OFS window or the trading lot.
- Keep the paper trail: cite Circular No. HO/17/11/17(7)2026-DDHS-POD2/I/24929/2026 dated 2 November 2026 in deal documents that rely on the 8-week period.
Frequently asked questions
What is the new OFS cooling-off period for private listed illiquid InvITs?
8 weeks, reduced from 12 weeks, under SEBI's circular dated 2 November 2026, effective immediately.
Does the change apply to all InvITs?
No. It applies only to private listed InvITs whose units are illiquid. Public listed InvITs and private listed InvITs with liquid units are not covered by this amendment.
Does it apply to REITs?
No. The amended paragraph covers private listed InvITs only; REIT OFS treatment is unchanged.
What does the ± sign before 8 weeks mean?
It marks the window on both sides of the offer — the cooling-off period covers purchases or sales prior to and after the OFS, as the framework has always expressed it. The period itself is 8 weeks.
How long does an OFS by a private listed InvIT stay open?
One day only — the T day — because the retail-investor provisions of the OFS framework do not apply to private listed InvITs. This circular does not change that.
When did the new period take effect?
Immediately, from 2 November 2026, the date of the circular.
Sources
- SEBI Circular — Cooling off period for offer for sale by Private listed InvITs, Circular No. HO/17/11/17(7)2026-DDHS-POD2/I/24929/2026, dated 2 November 2026 (official SEBI circular page; PDF read in full): sebi.gov.in
- Amended instrument: SEBI Master Circular No. SEBI/HO/MRD-PoD2/CIR/P/2024/00181 dated 30 December 2024, Chapter 1, paragraph 19.2 (OFS framework), read with SEBI Circular No. SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/134 dated 3 August 2023 — both cited in the 2 November 2026 circular itself.
The 12-week prior figure is the illiquid rung of the OFS framework's liquidity ladder (2 weeks most liquid, 4 weeks liquid, 12 weeks illiquid), which the 2 November 2026 circular leaves unchanged for every category except illiquid private listed InvITs. Anything the circular does not state is not asserted here.
