In-principle approval requirement mandates exchange consent before listing; failure triggers refund obligations and penal interest. Issuers must obtain an in-principle approval from recognised stock exchange(s) as applicable, complete pre-listing formalities and apply for listing within Board-prescribed timelines; failure to obtain or seek listing, or withdrawal of the Board's observation, makes securities ineligible and requires immediate refund of subscription monies with penal interest. Recognised exchanges must grant or reject in-principle approval or listing, or seek clarifications, and act within thirty days of receipt of application or satisfactory reply.