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        SEBI

        Regulation 45 - Disclosures in respect of Private Placements

        Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021
        Part A
        COMMON CONDITIONS

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        Private placement disclosure requirements: issuers must include prescribed schedules and publish placement memoranda online for listed securities. Regulation 45 requires issuers in private placements of debt securities and non convertible redeemable preference shares to include Schedule I disclosures, Companies Act disclosures, and any Board specified additions in the placement memorandum; publish these disclosures on the stock exchange website in downloadable format; and ensure audited financial statements in the placement memorandum are no older than six months, with specified exceptions allowing unaudited stub period information with limited review for listed issuers and compliant subsidiaries, subject to disclosures and risk factor inclusion.
                    Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
                      Provisions expressly mentioned in the judgment/order text.

                          Private placement disclosure requirements: issuers must include prescribed schedules and publish placement memoranda online for listed securities.

                          Regulation 45 requires issuers in private placements of debt securities and non convertible redeemable preference shares to include Schedule I disclosures, Companies Act disclosures, and any Board specified additions in the placement memorandum; publish these disclosures on the stock exchange website in downloadable format; and ensure audited financial statements in the placement memorandum are no older than six months, with specified exceptions allowing unaudited stub period information with limited review for listed issuers and compliant subsidiaries, subject to disclosures and risk factor inclusion.


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