The NSE Clearing Limited (NCL) on November 05, 2026, has issued revised guidelines governing risk management, clearing and settlement, and information dissemination for Tender Offer/Offer to Buy (OTB) transactions under the interoperability framework, further to its circular dated October 30, 2026. The framework is scheduled to be implemented on or after November 27, 2026. Under the revised risk management requirements, bidders must provide irreversible early pay-in (EPI) of securities through depositories. Early pay-in is mandatory for Clearing Members before placing bids, except for Custodian Participant (CP) bids, for which Custodians must provide EPI before confirming the bids. Custodians must confirm or reject CP bids within the prescribed confirmation window, and all unconfirmed bids shall be deemed rejected after the window closes on the last bidding day. NCL will also validate beneficiary ID, TM Code and quantity against the EPI received from depositories.
For clearing and settlement, NCL will issue a settlement calendar specifying settlement type, number, trading period, obligation date and settlement date. Obligations will be computed at Trading Member/CP level across Stock Exchanges and consolidated at Clearing Member/Custodian level based on bid allotments. Clearing Members and Custodians may continue with or change their designated Clearing Corporation for Tender Offers. Funds pay-in and securities pay-out will be processed through the prescribed settlement accounts, subject to fulfilment of obligations. NCL will release funds to eligible clients' bank accounts registered with depositories, while securities will be credited to the Clearing Member's securities pool account or directly to specified demat accounts, as applicable. Residual EPI securities exceeding the accepted quantity will be returned to bidders.
Further, Securities Transaction Tax (STT) and stamp duty shall be collected along with the applicable funds pay-in obligation. STT will be charged on transactions executed on the Stock Exchange, while stamp duty will be calculated on the accepted quantity based on client/proprietary details and the applicable State/Union Territory. Members must ensure accurate entry of client details and update bidders' bank account information with depositories to facilitate timely payouts.
[Circular No: 0392/2026]
