Follow-on public offers of specified securities may be made by a listed entity only in the manner provided under the International Financial Services Centres Authority (Listing) Regulations, 2024. Regulation 32 applies to such offers and places them within Part B governing follow-on public offers. The provision identifies listed entities as eligible issuers and specified securities as the subject matter of the offer.

Persons connected with an issue are prohibited from offering or receiving direct or indirect incentives to induce applications in an initial public offer. The restriction applies to benefits in cash, kind, services or any other form. Fees or commissions are permissible only for services rendered in relation to the issue.

Lead manager responsibilities for an initial public offer include preparing and disclosing an activity-wise schedule identifying the lead manager responsible for each issue-related activity or sub-activity. A designated lead manager must coordinate with the Authority and ensure that intermediaries fulfil their contractual obligations and functions. These responsibilities continue for all pre-issue and post-issue activities related to the issue.

Promoters' and controlling shareholders' pre-issue shareholding is locked up for 180 days from initial public offering allotment, subject to a limited green shoe option lending exception. SR Equity Shares remain locked up until conversion to ordinary shares and completion of one year from allotment. Locked-up securities may be pledged as collateral, but pledge invocation does not end the lockup and the transferee cannot transfer them before its expiry.

Green shoe option arrangements may stabilise the post-listing price of specified securities in an initial public offer, subject to disclosures, appointment of a registered stabilising agent, and limits on securities borrowed from pre-issue shareholders. Separate accounts must be maintained for over-allotment proceeds and market purchases. Market-purchased securities must be returned to lending shareholders, while shortfalls require further allotment at issue price, listing applications, and closure of the demat account.

An issuer, through its lead manager or managers, must file a post-issue report with recognised stock exchanges within ten working days after issue closure. It must cover applications received, allotments and their basis, subscription, credit of specified securities, payments and refunds, and the listing-application filing date.

An issuer must list specified securities on recognised stock exchange(s) within the period specified by those exchange(s). Where a simultaneous offer is made in another jurisdiction, the specified securities must be listed on the same date in each relevant market.

Initial public offer allotment may be made on a proportionate or discretionary basis, as determined by the issuer in consultation with the lead manager or lead managers and disclosed in the offer document. The issuer and lead manager or lead managers must ensure allotment of specified securities and completion of associated payments and refunds within five working days after closure of the issue.

SEBI settled adjudication proceedings involving five Adani group companies concerning alleged non-disclosure of certain related-party transactions under listing regulations and the erstwhile listing agreement. The settlement also covered audit or limited-review reports signed by audit firms without valid peer-review certificates, with the entities collectively paying Rs 1.50 crore under the settlement terms.

An issuer may appoint an eligible credit rating agency to monitor use of issue proceeds. If appointed, the monitoring agency's report must be publicly disseminated within forty-five days after each quarter ends, by uploading it to the issuer's website and submitting it to each recognised stock exchange where the issuer's specified securities are listed.

Underwriting of an initial public offer of specified securities is permitted. Where an underwriter is engaged, the offer document must contain adequate disclosure of the underwriting arrangements, ensuring transparency regarding the issue structure.

An issuer may offer a portion of an initial public offer for subscription by an anchor investor, subject to relevant offer-document disclosures. Required disclosures include the anchor investor's details, the proposed maximum allotment limit, any applicable lockup, and pricing.

Minimum subscription disclosed in the offer document must be received for an initial public offer to be successful. The requirement is confined to fresh issues of specified securities and does not extend to the offer-for-sale component of a public offer.

Companies incorporated in India, including within an IFSC, must comply with prescribed minimum public offer, public allotment and minimum public shareholding norms. Companies incorporated outside India must offer and allot at least ten per cent of post-issue capital to the public and continuously maintain public shareholding at that level.

An issuer conducting an initial public offer must keep the offer open for at least one working day and not more than ten working days. If the issuer makes a simultaneous offer in another jurisdiction, the offer period may be the same as the period applicable in that jurisdiction.

Initial public offer pricing must be determined by the issuer in consultation with the lead manager or managers through either a fixed-price process or a book-building process. The selected pricing method must be suitably disclosed in the offer document. Equity-share listings by public Indian companies additionally require compliance with Schedule XI of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

An issuer may reserve part of an initial public offer issue size for employees, directors, and shareholders, other than controlling shareholders, of its listed group entities. Such reservations must be suitably disclosed in the offer document.

Offer documents must contain material, true, correct and adequate disclosures enabling informed investment decisions. Issuers must disclose their materiality policy where applicable and provide material information arising between filing and listing, while lead managers must conduct due diligence on disclosure materiality, veracity and adequacy. Required content includes risk factors, capital structure, issue particulars, issuer information, financial statements, material related-party transactions, litigation, approvals and other material disclosures. Audited financial information is required for the applicable period of existence and must be current, with prescribed accounting standards and IFRS reconciliation where required.

Initial public offer timing requires an issuer to make the offer within twelve months after observations are issued. For a proposed issue of USD fifty million or below, the period runs from receipt of the offer document. If the offer is not made within the applicable period, a fresh draft offer document must be filed with the Authority and recognised stock exchange(s).

For initial public offers, issuers must file a draft offer document and applicable fee through lead manager(s), who must also submit a due diligence certificate. For issues exceeding USD fifty million, the draft must be publicly hosted for seven working days for comments. Material comments and consequential proposed changes must be filed with the Authority. The issuer must implement any advised changes and file the updated offer document with the Authority and recognised stock exchange(s) before proceeding with the issue.