Description

NSE issues revised operating guidelines for Offer for Sale mechanism, updating UCC category requirements and modifying terms & conditions for members, participants, and sellers.

Summary

NSE has issued revised operating guidelines (Circular Ref. No. 25/2026) for the Offer for Sale (OFS) mechanism, partially modifying the earlier circular NSE/CMTR/62927 dated July 12, 2024. The revision is pursuant to changes in UCC (Unique Client Code) categories as per Exchange circular NSE/ISC/71043 dated October 30, 2025. All members, participants, and sellers are required to comply with the updated guidelines and terms & conditions provided in Annexure A.

Key Points

  • Partial modification to circular NSE/CMTR/62927 (July 12, 2024) on OFS operating guidelines
  • Changes driven by updated UCC category classifications per NSE/ISC/71043 dated October 30, 2025
  • Comprehensive revised scheme and terms & conditions provided in Annexure A
  • Annexures include: seller information requirements (I), Seller Letter (II), bulk upload file format (III), order/allocation status report (IV), and retail/employee bid rejection report (V)
  • Only compliant UCCs are permitted to place bids in OFS, effective July 4, 2022 (unchanged)
  • Retail investors may not place price bids in RS series below the cut-off price determined in the non-retail category on T+1 day
  • In case of undersubscription in the non-retail category, retail investors may place bids at floor price on T+1 day in RS series
  • Interoperability among clearing corporations is supported, allowing participants to consolidate clearing and settlement at a single CC

Regulatory Changes

  • Supersedes relevant portions of NSE/CMTR/62927 dated July 12, 2024
  • Incorporates UCC category changes mandated by Exchange circular NSE/ISC/71043 (October 30, 2025)
  • Builds on a series of SEBI circulars governing OFS since 2012, including the most recent SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/134 dated August 3, 2023
  • SEBI interoperability framework (CIR/MRD/DRMNP/CIR/P/2018/145, November 27, 2018) remains applicable

Compliance Requirements

  • All members and participants must abide by the revised operating guidelines and terms & conditions in Annexure A
  • Sellers must provide required information per Annexure I and submit a Seller Letter (Annexure II)
  • Members must use the prescribed bulk upload file format (Annexure III) for order submissions
  • Only compliant UCC clients may be permitted to place bids in OFS sessions
  • Members must ensure retail/employee bids that do not meet eligibility criteria are reported via the rejection report format (Annexure V)

Important Dates

  • Circular date: February 24, 2026
  • Effective: Immediately upon issuance (no separate effective date specified)
  • Based on UCC category changes effective from NSE/ISC/71043 dated October 30, 2025

Impact Assessment

This circular has a moderate operational impact on exchange members, brokers, and institutional sellers participating in the OFS mechanism. The primary change relates to updated UCC category handling, which may affect eligibility of certain client categories to participate in OFS bids. Members will need to review and update their OFS bid submission workflows to align with revised annexure formats. Retail investors and employee category participants are not directly impacted in terms of the fundamental OFS framework, but brokers must ensure bid eligibility checks are updated per the new UCC classifications. No new stocks or issuers are specifically named in this circular.

Impact Justification

Partial modification to existing OFS guidelines affecting all exchange members and sellers; updates UCC category requirements per October 2025 exchange circular but does not introduce entirely new mechanisms.