BSE/ICCL has published the settlement calendar for the Offer to Buy – Acquisition Window (Takeover) for Kwality Wall’s (India) Limited. The bidding window runs from April 23, 2026 to May 7, 2026, under Settlement No. 2026038, with the settlement date scheduled for May 21, 2026.

Key Points

• Settlement Type: Takeover | Settlement No.: 2026038
• Bid Start Date: April 23, 2026 | Bid End Date: May 7, 2026
• Obligation Download Date: May 20, 2026 | Settlement Date: May 21, 2026
• Demat shares must be delivered exclusively through the Early Pay-in of Shares mechanism via CDSL or NSDL
• Market Type “(Takeover)” and Settlement No. 2026038 must be specified in the depository system
• CDSL & NSDL early pay-in securities will be earmarked/blocked in the client’s account under the requisite market type and settlement number
• Members and Custodians are NOT required to upload any EPN file
• Members should refer to MBRSTD_OTB_CM_mmm_SettNo file for client-wise Stamp Duty charges

Regulatory Changes

No new regulatory changes introduced. Members and Custodians are directed to refer to existing Notice No. 20200528-32 dated May 28, 2020 regarding settlement per Revised Guidelines of Mechanism for acquisition of shares through Stock Exchange.

Compliance Requirements

• Members/Custodians must use Market Type “(Takeover)” and Settlement No. 2026038 in the depository system
• Early pay-in of securities must be completed sufficiently in advance of the BSE OTB Bidding window closure for placing bids by members and the confirmation window for Custodians
• Effect of early pay-in must be reflected in BSE/ICCL systems before prescribed timelines
• No EPN file upload is required from Members or Custodians
• Members must check the MBRSTD_OTB_CM_mmm_SettNo file for client-wise Stamp Duty charges

Important Dates

Impact Assessment

This circular directly impacts brokers, custodians, and investors participating in the Kwality Wall’s (India) Limited takeover offer. Participants must coordinate early pay-in of shares through depositories (CDSL/NSDL) before the bidding window closes. Failure to complete early pay-in in time will prevent bid acceptance. The settlement cycle spans approximately four weeks from bid opening to final settlement, requiring timely action from all participants in the depository and clearing ecosystem.

BSE has notified trading members and custodians that an open offer has been made by The Magnum Ice Cream Company Holdco 1 Netherlands B.V. (Acquirer), along with Magnum ICC Finance B.V. (PAC 1) and The Magnum Ice Cream Company N.V. (PAC 2), to acquire up to 26% of the voting share capital of Kwality Wall’s (India) Limited from public shareholders at INR 21.33 per share in cash. The offer is governed by SEBI (SAST) Regulations, 2011 and BSE’s revised acquisition window guidelines.

Key Points

• Acquirer: The Magnum Ice Cream Company Holdco 1 Netherlands B.V., along with PAC 1 (Magnum ICC Finance B.V.) and PAC 2 (The Magnum Ice Cream Company N.V.)
• Target Company: Kwality Wall’s (India) Limited
• Offer Price: INR 21.33 (Indian Rupees Twenty One and Paise Thirty Three) per fully paid-up equity share of face value INR 1 each
• Shares sought: Up to 61,08,93,729 equity shares, representing 26% of the voting share capital
• Offer triggered under SEBI (SAST) Regulations 3(1) and 4
• Letter of Offer is attached to the BSE notice
• Offer details available on BSE website: www.bseindia.com

Regulatory Changes

No new regulatory changes introduced. The offer is conducted under the existing SEBI mechanism for acquisition of shares through stock exchanges pursuant to tender offers, as outlined in:

• SEBI circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015
• SEBI circular no. CFD/DCR2/CIR/P/2016/131 dated December 09, 2016
• BSE notice no. 20170210-16 dated February 10, 2017
• BSE notice no. 20190424-35 dated April 24, 2019
• BSE notices dated May 28, 2020, November 02, 2020, and August 25, 2021

Compliance Requirements

• Trading members and custodians must follow the revised BSE guidelines for acquisition of shares through the stock exchange acquisition window
• All market participants must adhere to SEBI (SAST) Regulations, 2011 as amended
• The offer must be executed per SEBI circular no. CFD/DCR2/CIR/P/2016/131 and BSE notice no. 20170210-16 and 20190424-35
• Public shareholders wishing to tender shares must do so through the BSE acquisition window during the offer period

Important Dates

• Notice Date: April 16, 2026
• Offer Opening Date: Thursday, April 23, 2026
• Offer Closing Date: Thursday, May 7, 2026
• Excluded Date: Friday, May 1, 2026 (SEBI Holiday)

Impact Assessment

This is a significant corporate action for Kwality Wall’s (India) Limited and its public shareholders. The open offer at INR 21.33 per share for 26% of voting share capital (61.09 crore shares) represents a substantial takeover bid by a foreign acquirer in the ice cream/FMCG sector. Public shareholders have a defined window (April 23 – May 7, 2026) to tender their shares at the offer price. Trading activity in the stock is likely to be impacted during and around the offer period. Market participants should review the attached Letter of Offer for full terms and conditions before participating.

NSE Clearing Limited (NCL) has issued the settlement calendar for the takeover offer under the tender offer scheme of Kwality Wall’s (India) Limited (Settlement No. 2026038, Type X). The trading window opens April 23, 2026 and closes May 7, 2026, with obligations downloaded on May 20, 2026 and final settlement on May 21, 2026.

Key Points

• Settlement Type: X, Settlement No.: 2026038
• Demat shares must be tendered via Early Pay-in of Shares through depository mechanism for Market Type Buyback
• Early pay-in of shares on trade end date must be completed well before 3:30 PM
• Securities and funds payout will occur post receipt of funds pay-in on settlement day
• Applicable Securities Transaction Tax (STT) will be collected on the respective settlement day
• Members will receive a Tender Offer Acceptance Report detailing accepted, partially accepted, and rejected orders with reason codes
• Settlement schedule may be revised if there is delay in receipt of acceptance details from RTA or delay in funds pay-in

Regulatory Changes

No new regulatory changes introduced. This circular operationalizes the settlement schedule under the existing framework referenced in circular NCL/CMPT/67751 dated April 29, 2025 and circular NSE/CMTR/73768 dated April 16, 2026.

Compliance Requirements

• Members/Custodians/PCMs must ensure early pay-in of shares through depository mechanisms for Market Type Buyback
• Early pay-in on trade end date (May 7, 2026) must be completed by 3:30 PM
• Members must refer to the scheme document for all other procedural details
• For queries, members must contact the help desk at ncl_tenderoffer@nsccl.co.in or Toll Free: 1800 266 00 50 (Option 2)

Important Dates

Impact Assessment

This circular directly affects shareholders of Kwality Wall’s (India) Limited who wish to tender shares in the takeover offer, as well as trading members and custodians facilitating the process. The defined settlement window (April 23 – May 7) gives market participants a clear timeline for participation. The conditional note on schedule revision introduces some uncertainty but is standard practice. The 26 rejection reason codes in Annexure I provide transparency on grounds for non-acceptance, helping members ensure compliant submissions and reduce rejection risk.