Revised operating guidelines of Offer for Sale · 13 Oct 2026

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Annexure A

Comprehensive scheme governing offer for sale of shares through the stock Exchange Mechanism

(Revised operating guidelines and terms & condition)

Securities & Exchange Board of India (SEBI) has provided comprehensive guidelines on sale of shares through Offer for Sale (OFS) mechanism vide circular no. CIR/MRD/DP/18/2012 dated July 18, 2012, Circular no. CIR/MRD/DP/04/2013 dated January 25, 2013 and Circular no. CIR/MRD/ DP/17/2013 dated May 30, 2013 to facilitate offer for sale of shares by promoters / non-promoters of companies through a separate window. In order to encourage retail participation in OFS, enable other large shareholders to use the OFS mechanism and to expand the universe of the companies to use this framework, subsequently SEBI has modified the OFS framework vide Circular no. CIR/MRD/DP/24/2014 dated August 8, 2014, CIR/MRD/ DP/32/2014 dated December 01, 2014, CIR/MRD/ DP/12/2015 dated June 26, 2015, circular no. CIR/MRD/DP/36/2016 dated February 15, 2016, circular no. CIR/MRD/DP/65/2017 dated June 27, 2017, SEBI/HO/MRD/DOPI/CIR/P/2018/159 dated December 28, 2018, SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated January 10, 2023 and SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/134 dated August 03, 2023.

SEBI has issued the broad framework for interoperability among clearing corporations vide circular ref. no. CIR/MRD/DRMNP/CIR/P/2018/145 dated November 27, 2018 to allow market participants to consolidate their clearing and settlement functions at a single Clearing Corporation (CC), irrespective of the stock exchange on which the trade is executed.

Exchange vide circular no. NSE/ CMTR /47711 dated March 22, 2021 shall not allow placing of price bids from retail investors (on T+1 day) in RS series below the cut-off price determined in the non-retail category.

Exchange vide circular no. NSE/ISC/52628 dated June 14, 2022 has also informed that compliant UCCs ONLY will be allowed to place bids in Offer for Sale (OFS) effective from July 01, 2022 and through subsequent circular no. NSE/ISC/52722 dated June 23, 2022 informed about revised effective date of the said UCC related changes to July 04, 2022.

Further, as per SEBI circular no. SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated January 10, 2023, in case of undersubscription in the non-retail category, the retail investors shall be allowed to place their bids at floor price on T+1 day in RS series.

Further, in order to enhance efficiency, ease of compliance and reduce cost, based on deliberations in the Secondary Market Advisory Committee of SEBI and discussions with stock exchanges and clearing corporations SEBI has issued framework for Offer for Sale (OFS) of Shares to Employees through Stock Exchange Mechanism vide circular no. SEBI/HO/MRD/MRD-PoD-3/P/CIR/2024/6 dated January 23, 2024.

Subsequently, SEBI vide circular no. SEBI/HO/MRD/MRD-PoD-3/P/CIR/2024/82 dated June 14, 2024, has modified the Framework for Offer for Sale (OFS) of Shares to Employees through Stock Exchange Mechanism. Accordingly, paragraph 5(vi) of SEBI Circular dated January 23, 2024 shall be read as

under: “5. (vi) Employees shall place bids only at cut-off price of T day. The allotment price shall be based on the Cut-off of the T day, subject to discount, if any.”

Further Exchange vide circular no. NSE/ISC/71043 dated October 30, 2025 has informed creation ofnew investor categories in UCC database. The Client Category "NRI" in the Unique Client Code (UCC) database shall be treated as "NRE" w.e.f. November 22, 2025. Another investor category shall be available to facilitate client classification for “NRO".

Further any changes undertaken from time to time by the Exchange wrt the investor categories under UCC shall be considered prior to bidding in OFS.

With an objective to facilitate orderly use of Offer for Sale of Shares by promoters / non-promoters “herein after term as OFS facility” on Exchange platform and to make various conditions and /or requirements governing the use of OFS facility in a transparent manner and to have its due and strict compliance, the scheme containing various terms / conditions is formulated as under:-

1. Applicability

This scheme is applicable to all Eligible Sellers defined below in Eligible Sellers for OFS.

For the purpose of this scheme, Sellers mean all promoter(s) / promoter group entities that satisfy the criteria as set by the SEBI or Exchange from time to time and any non-promoter shareholder of eligible companies.

Exchange platform means bidding platform provided by the Exchange for the purpose of OFS.

2. Rights of NSEIL

NSEIL shall be entitled to amend its statutory requirements, instructions, circulars, etc. unilaterally and the Seller shall be deemed to have consented to them, and accordingly be bound by the statutory requirements, instructions, circulars, etc. prevailing from time to time.

3. General

• a. Non-Exclusivity: The OFS facility made available by the NSEIL shall be on a non-exclusive basis and shall be available only at the discretion of NSEIL.
• b. Seller shall provide all information as required for OFS and any other document as specified by the SEBI / Exchange from time to time.
• c. The Seller shall appoint trading member of the Capital Market segment of the Exchange, through which Seller can approach Exchange for OFS facility.
• d. Buyer can bid through the eligible trading member of the Capital Market segment of the Exchange.
• e. Trading members who participate in OFS as buyer broker/ seller broker shall comply with all the provisions of the scheme herein specified in the circular.
• f. OFS for sale of units of REITs and InvITs by sponsor(s) or sponsor group entities, and other unitholders shall be permitted only in units of listed REITs and listed InvITs. The OFS framework for REITs and InvITs shall be equivalent to the OFS framework prescribed for equity shares of listed companies. Provided that in case of OFS for listed InvITs, the trading lot shall be same as the trading lot prescribed for such InvITs in the secondary market in terms of SEBI (Infrastructure Investment Trusts) Regulations, 2014. Provided further that since there is no participation of retail investors in private listed InvITs, the provisions related to retail investors as specified in paragraph-A of SEBI circular No.SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated January 10, 2023 shall not be applicable in case of OFS for such InvITs and the OFS shall remain open only for one day (i.e. T day).
• g. It may be noted that the procedure for OFS to employees of the eligible companies through the Stock Exchange Mechanism is an additional option to the existing procedure (outside the stock exchange mech) available to eligible sellers.

4. Eligible Buyers for OFS

• a. All investors registered with the brokers of the aforementioned stock exchanges other than the promoter(s)/promoter group entities.
• b. In case a non-promoter shareholder offers shares through the OFS mechanism, promoters/ promoter group entities of such companies may participate in the OFS to purchase shares subject to compliance with applicable provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.
• c. Eligible trading member of the Capital Market segment of the Exchange shall be eligible to bid in their own account for offer for sale.
• d. Any other criteria as specified by the Exchange / SEBI from time to time.