The National Stock Exchange (NSE) on February 24, 2026, notified regarding the revised operating guidelines of the Offer for Sale.
The following has been stated:
• It revises the operating guidelines for the Offer for Sale (OFS) mechanism in partial modification of its earlier circular of July 12, 2024, primarily to align with updated Unique Client Code (UCC) investor categories and recent SEBI amendments. The revised framework consolidates SEBI’s various circulars governing OFS, including provisions for retail participation, employee reservation, interoperability among clearing corporations, and updated compliance requirements for UCC classification, such as treating “NRI” as “NRE” and introducing a separate “NRO” category.
• The scheme lays down detailed eligibility criteria for sellers (promoters, promoter group entities, and certain non-promoters of companies with minimum market capitalization of ₹1000 crore) and buyers, along with cooling-off periods based on liquidity, minimum offer size of ₹25 crore (with limited exceptions), reservation requirements (minimum 25% for mutual funds and insurers, and 10% for retail investors), and strict timelines for announcement, bidding, and allotment. It also formalizes bidding mechanics through the e-OFS platform, including margin requirements, modification and cancellation rules, carry-forward of non-retail bids to T+1, and distinct series for institutional (IS), retail (RS), and employee (ES) categories.
• The circular further prescribes allocation methodology (single or multiple price), reporting formats, bulk upload file structures, withdrawal and cancellation conditions, dissemination norms, grievance redressal mechanisms, and obligations of trading members and sellers.
[Notification no. - NSE/CMTR/72975]
