TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025
X X X X Extracts X X X X
X X X X Extracts X X X X
....of their publication in the Official Gazette and shall be applicable to Rights Issues that are approved by the Board of Directors of the issuer after coming into force of these regulations: Provided further that the Rights Issues that were approved by the Board of Directors of the issuer before coming into force of these regulations shall be continued to be governed by the pre-amended provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Provided further that the amendments in regulation 3 [LX, LXI, LXII, LXV, LXVIII, LXIX, LXX, LXXII, LXXIII, LXXIV, LXXVI, LXXVII, XC(iii)(A), XCIV and XCV] shall be applicable to the draft offer documents filed after the date of coming into force of these regulations. 3. In the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, - I. In regulation 2, in sub-regulation (1), i. clause (e) shall be substituted with the following clause, namely,- "(e) "associate" shall mean a person or any entity which is an associate under sub-section (6) of section 2 of the Companies Act, 2013 or under the appli....
X X X X Extracts X X X X
X X X X Extracts X X X X
....corporate actions such as share split, bonus issue, etc. undertaken by the issuer;" VII. In regulation 16, in the Explanation to sub-regulation (1), after the words "building and plant and machinery, etc.", the words and symbol "and repayment of existing loan(s) that may have been taken for the purpose of such capital expenditure." shall be inserted. VIII. In regulation 17, i. in proviso, A. in clause (a), after the words "employee stock purchase scheme" and before the words "of the issuer", the words "or a stock appreciation right scheme" shall be inserted; B. in clause (b), after the words "employee stock purchase scheme", the words "or a stock appreciation right scheme" shall be inserted; ii. in Explanation, after clause (ii), the following clause shall be inserted, namely,- "(iii) For the purpose of clauses (a) and (b), equity shares shall include any equity shares allotted pursuant to a bonus issue against equity shares allotted pursuant to an employee stock option or employee stock purchase scheme or a stock appreciation right scheme." IX. In regulation 23, in sub-regulation (8), after the words "shall ap....
X X X X Extracts X X X X
X X X X Extracts X X X X
....O transactions (in part or in entirety)." XIV. In regulation 56, after the words "employee stock option scheme" and before the symbol and words ", during the period", the words "or a stock appreciation right scheme" shall be inserted. XV. In regulation 59C, i. in sub-regulation (5), after the words "within two" and before the words "days of pre-filing", the word "working" shall be inserted; ii. in sub-regulation (9), the word "filing" shall be substituted with the words, symbols and figures "publication of the public announcement under sub-regulation (10)"; iii. in sub-regulation (10), after the words "within two" and before the words "days of filing", the word "working" shall be inserted. XVI. In regulation 59E, in sub-regulation (1), in second proviso to clause (a), i. sub-clause (ii) shall be re-numbered as sub-clause (iii). ii. after existing sub-clause (i), the following sub-clause shall be inserted, namely,- "(ii) outstanding stock appreciation rights granted to employees pursuant to a stock appreciation right scheme, which are fully exercised for equity shares prior to the filing of the red herr....
X X X X Extracts X X X X
X X X X Extracts X X X X
....first proviso, the words and symbols "lead manager(s), other" shall be omitted. iv. in sub-regulation (7), - 1. in the first proviso, the symbol ";" shall be substituted with the symbol ":" 2. the second proviso shall be omitted. XXII. In regulation 70, i. in sub-regulation (2), the words, symbols and figures "Part B or Part B-1 of Schedule VI, as applicable" shall be substituted with the words and figure "Part B of Schedule VI"; ii. sub-regulations (3) and (4) shall be omitted; iii. in sub-regulation (5), the words and symbol "lead manager(s)" shall be substituted with the word "issuer"; iv. in sub-regulation (6), the words and symbols ", letter of offer and abridged letter of offer" shall be substituted with the words "and letter of offer"; v. in sub-regulation (7), the words "and the abridged letter of offer" shall be omitted. XXIII. Regulation 71 shall be substituted with the following regulation, namely,- "Filing of the draft letter of offer and letter of offer 71. (1) The issuer shall file the draft letter of offer with the stock exchange(s) and shall submit to such sto....
X X X X Extracts X X X X
X X X X Extracts X X X X
....as been disclosed by the issuer in terms of sub-clause (i) of clause (f) of sub-regulation (1) of regulation 84 of these regulations; (b) whose name has been disclosed by the issuer in terms of sub-clause (ii) of clause (f) of sub-regulation (1) of regulation 84 of these regulations. (2) The application by the specific investor(s) in terms of clause (a) shall be made on the first day of issue opening before 11 A.M. and the issuer shall disclose to the stock exchange(s) whether such specific investor(s) have made the application or not, for dissemination on the first day of issue opening by 11:30 A.M. (3) No withdrawal of the application(s) shall be permitted when the application by the specific investor(s) is received in terms of clause (a). (4) The application in terms of clause (b) shall be made by the specific investor(s) along with the application money before the finalisation of basis of allotment." XXX. In regulation 81, sub-regulation (2) shall be omitted. XXXI. In regulation 82, in sub-regulation (1), the words and symbol "If the issue size exceeds one hundred crore rupees, the" shall be substituted with the word "The". ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d lead manager(s)" shall be omitted; ii. in sub-regulation (2), the words and symbol "lead manager(s)" shall be substituted with the word "issuer"; iii. in sub-regulation (3), the words and symbol "and the lead manager(s) shall ensure the same" shall be omitted. XXXVIII. In regulation 92, in sub-regulation (1), the words and symbol "lead manager(s)" shall be substituted with the word "issuer". XXXIX. In Regulation 93, - i. in the marginal heading, the words and symbol "of the lead manager(s)" shall be omitted; ii. sub-regulation (1) shall be omitted; iii. in sub-regulation (2), the words and symbol "lead manager(s)" shall be substituted with the words "designated stock exchange"; iv. in sub-regulations (3) and (4), the words and symbol "lead manager(s)" shall be substituted with the word "issuer"; v. in sub-regulations (5), (6) and (7), the words and symbol "lead manager(s)" shall be substituted with the words "designated stock exchange". XL. In Regulation 94, - i. in sub-regulation (1), the words and symbol "lead manager(s)" shall be substituted with the word "issuer"; ii. i....
X X X X Extracts X X X X
X X X X Extracts X X X X
....der sub-regulation (2)"; ii. in sub-regulation (2), after the words "within two" and before the words "days of filing", the word "working" shall be inserted. L. In regulation 127, sub-regulation (4) shall be substituted with the following sub-regulation, namely,- "(4) The issuer shall announce the floor price or the price band at least two working days before the opening of the bid in the pre-issue and price band advertisement in the format specified under Part A of Schedule X in the same newspapers in which the public announcement under sub-regulation (2) of Regulation 124 was published." LI. In regulation 139, i. sub-regulation (1) shall be substituted with the following sub-regulation, namely,- "(1) Subject to the provisions of the Companies Act, 2013, the issuer shall, after filing the red herring prospectus (in case of a book built issue) or prospectus (in case of fixed price issue) with the Registrar of Companies, make a pre-issue and price band advertisement in the same newspapers in which the public announcement under sub-regulation (2) of Regulation 124 was published." ii. in sub-regulation (2), A. aft....
X X X X Extracts X X X X
X X X X Extracts X X X X
....III. Regulation 209 shall be substituted with the following regulation, namely,- "Reporting of transactions by the promoters and promoter group and other pre-IPO transactions 209. (1) The issuer shall ensure that all transactions in securities by the promoters and promoter group during the period between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the issue shall be reported to the stock exchange(s), within twenty-four hours of such transactions. (2) The issuer shall also ensure that any proposed pre-IPO placement disclosed in the draft offer document shall be reported to the stock exchange(s), within twenty-four hours of such pre-IPO transactions (in part or in entirety)." LIX. In regulation 219, sub-regulation (2) shall be substituted with the following sub-regulation namely,- "(2) The issuer shall also appoint a person qualified to be a company secretary as the compliance officer who shall ensure compliance with the obligations under this Chapter, and shall function from within the territorial limits of India." LX. In regulation 228, i. in clause (d....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... i. in sub-regulation (1), A. in clause (e), the symbol "." shall be substituted with the symbol ":" and thereafter the following proviso shall be inserted, namely,- " Provided that if there is a requirement of firm arrangement and the project is partially funded by the bank(s) / financial institution(s), the details regarding sanction letter(s) from the bank(s)/ financial institution(s) shall be disclosed in the draft offer document and offer document."; B. after clause (e) and the Explanation thereto, the following new clauses shall be inserted, namely,- "(f) the size of offer for sale by selling shareholders shall not exceed twenty per cent of the total issue size; (g) the shares being offered for sale by selling shareholders shall not exceed fifty per cent of such selling shareholders' pre-issue shareholding on a fully diluted basis; (h) its objects of the issue should not consist of repayment of loan taken from promoter, promoter group or any related party, from the issue proceeds, directly or indirectly." ii. in sub-regulation (2), A. the words "twenty five" shall be substituted with the word "fiftee....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tion or employee stock purchase scheme or a stock appreciation right scheme." LXVII. In regulation 244, in sub-regulation (8), after the words "shall appoint a" and before the words "compliance officer who", the words "person qualified to be a company secretary as the" shall be inserted. LXVIII. In regulation 245, in sub-regulation (2), i. in clause (a), the word "and" shall be omitted; ii. in clause (b), the symbol "." shall be substituted with the symbol ";"; iii. after clause (b), the following new clauses shall be inserted, namely,- "(c) disclosures pertaining to details of Employees' Provident Fund and Employees State Insurance Corporation; such as number of employees registered, amount paid, etc.; (d) site visit report of issuer prepared by the lead manager(s) shall be made available as a material document for inspection; and (e) fees of lead manager(s) in any form/ name /purpose." LXIX. In regulation 246, the existing sub-regulation (3) shall be substituted with the following new sub-regulation, namely,- "(3) The lead manager(s) shall submit a due-diligence certificate as per Form A....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... circulation, Hindi national daily newspaper with wide circulation and one regional language newspaper with wide circulation at the place where the registered office of the issuer is situated." LXXII. In regulation 251, in sub-regulation (1), in clause (a), the words "retail individual investors" shall be substituted with the words "individual investors who applies for minimum application size". LXXIII. In regulation 253, i. in sub-regulation (1), A. in clause a; (a) the word "retail" shall be omitted; (b) after the words "individual investors" and before the symbol ";", the words "who applies for minimum application size" shall be inserted; ii. the existing sub-regulation (2) shall be renumbered as sub-regulation (3); iii. before the existing sub-regulation (2), the following new sub-regulation and the proviso thereto shall be inserted, namely,- "(2) In an issue made through book building process, the allocation in the non-institutional investors' category shall be as follows: (a) one third of the portion available to non-institutional investors shall be reserved for applicants with applicati....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ry auditor to SME exchange(s) while filing the quarterly financial results, for use of funds as working capital in the same format as disclosed in the offer document, till the proceeds raised for the said object are fully utilized." LXXV. In regulation 264, i. sub-regulation (1) shall be substituted with the following sub-regulation, namely,- "(1) Subject to the provisions of the Companies Act, 2013, the issuer shall, after filing the prospectus with the Registrar of Companies, make a pre-issue and price band advertisement in the same newspapers in which the public announcement under sub-regulation (4) of Regulation 250 was published." ii. in sub-regulation (2), A. after the words "The pre-issue" and before the word "advertisement", the words "and price band" shall be inserted; B. the proviso shall be omitted. LXXVI. In regulation 267, i. in sub-regulation (2), A. the words "one lakh rupees" shall be substituted with the words "two lots"; B. the symbol "." appearing after the words "per application" shall be substituted with the symbol ":" and thereafter the following proviso shall be inserted....
X X X X Extracts X X X X
X X X X Extracts X X X X
....symbol "paid-up". LXXXI. In regulation 278, after the words "employee stock option scheme" and before the symbol and words ", during the period", the words "or a stock appreciation right scheme" shall be inserted. LXXXII. In regulation 280, in sub-regulation (2), i. the words "face value" shall be substituted with the words and symbol "paid-up"; ii. after the existing proviso, the following new proviso shall be inserted, namely,- "Provided further that where the post-issue paid-up capital pursuant to further issue of capital including by way of rights issue, preferential issue, bonus issue, is likely to increase beyond Rs.25 crores, the issuer may undertake further issuance of capital without migration from SME exchange to the main board, subject to the issuer undertaking to comply with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to companies listed on the main board of the stock exchange(s)." LXXXIII. After the existing regulation 281, the following new regulation shall be inserted, namely,- "Post-listing exit opportunit....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ds "fast track issue and" and before the words "letter of offer" shall be omitted; iv. in clause (2), in sub-clause (b) with respect to 'Rights Issue', the third column of the first table with the heading "Amount / Rate of fees for filing within one year after expiry of SEBI Observation letter" shall be omitted: LXXXVIII. In Schedule IV, - i. after the title, in the reference to regulations mentioned within brackets, the numbers and symbols "71(1)" shall be substituted with the number and symbols "71(3)"; ii. The existing clause shall be renamed as Clause (1), and the following new clause shall be inserted after the existing clause: "(2) In case of Rights Issue, the issuer shall file the letter of offer with the Board at its Head Office in the address given at clause (1) above." LXXXIX. In Schedule V, - i. in "Form A", - A. in its marginal heading, the words "or draft letter of offer" shall be omitted; B. after the marginal heading, in the reference to regulations mentioned within brackets, the numbers and symbols "71(2)(b), 100(2)(a)," shall be omitted; C. In the subject heading, the symbol a....
X X X X Extracts X X X X
X X X X Extracts X X X X
....f offer (in case of a rights issue)" shall be omitted; E. in clause (2), - (i) the words and numbers "regulation 99 in case of rights issues and" appearing within the brackets shall be omitted; (ii) The symbol and words "/letter of offer" appearing after the words "offer documents" shall be omitted; F. In clause (3), the symbol and words "/abridged letter of offer" shall be omitted; G. In clause (4), the symbol and words "/letter of offer" appearing after the words "offer document" shall be omitted; vii. In Form G, in the subject heading, the symbol and word "/Rights" appearing after the word "Public" shall be omitted; XC. In Schedule VI, - i. in the title, the word "ABRIDGED" appearing before the words "LETTER OF OFFER" shall be omitted; ii. after the marginal heading, in the reference to regulations mentioned within brackets, the numbers, word and symbols "71(2)(d), 75," shall be omitted; iii. in Part A, A. under the heading 'Applicability', before item (1) titled 'Cover pages' the following new proviso shall be inserted, namely,- " Provided further that for the purpose of ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 2) Includes all options that have been exercised until date of prospectus and any transfers of equity shares by existing shareholders after the date of the pre-issue and price band advertisement until date of prospectus. 3) Based on the Issue price of Rs.[●] and subject to finalization of the basis of allotment." c. in clause (9), in sub-clause (A), (i) in item (2), after sub-item (b), the following proviso shall be inserted, namely,- "Provided that such certificate may be obtained from the Chartered Accountant, holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) for: i. the periods not audited by the current statutory auditor; or ii. the loan which is proposed to be repaid was availed by a subsidiary and the current statutory auditor of the issuer is not the statutory auditor of the subsidiary." (ii) in item (5), after the words "on a standalone basis", and before the symbol ":", the words and symbols ", based on audited standalone financial statements" shall be inserted; (iii) Following proviso to item (5) shall be inserted, namely,- ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015." f. in clause (11), in sub-clause (I), in item B, (i) in sub-item (ii), (a) after the words "below the above materiality threshold." and before the words "In cases where the general purpose financial statement", the following words and symbols shall be inserted: "The issuer company may also voluntarily provide proforma financial statements to disclose the impact of such acquisition, for such financial periods as determined by the issuer company, provided such proforma financial statements are prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the Institute of Chartered Accountants of India (ICAI) from time to time and certified by the statutory auditor or the chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI)." (b) the words "Guidance Note" shall be substituted with the words "any guidance note, standard on assurance engagement or guidelines"; (ii) sub-item (iii) shall be substituted with the following sub-item, namely,- "(ii....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ot be available for such business. In such cases, combined/ carved-out financial statements for such businesses shall be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time. Further, in case of non-material acquisitions/divestments disclosures in relation to the fact of the acquisition/divestment, consideration paid/received and mode of financing shall be certified by the statutory auditor of the issuer company or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI appointed by the issuer company." g. in Clause (11), in sub-clause (II), in item B, (i) in sub-item (ii), (a) after the words "below the above materiality threshold." and before the words "In cases where the general purpose financial statement", the following words and symbols shall be inserted: "The issuer company may also voluntarily provide proforma financial statements to disclose the impact of such acquisition, for such financial periods as determined by the issuer company, provided such proforma financial statements are prepared in accordance with any guidanc....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... financial statements of the business or subsidiary acquired or divested, provided that such financial statements are certified by the auditor (of the business or subsidiary acquired or divested) or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. In case of one or more acquisitions or divestments, one combined set of Proforma financial statements should be presented. Where the businesses acquired/ divested does not represent a separate entity, general purpose financial statement may not be available for such business. In such cases, combined/ carved-out financial statements for such businesses shall be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time. Further, in case of non-material acquisitions/divestments disclosures in relation to the fact of the acquisition/divestment, consideration paid/received and mode of financing shall be certified by the statutory auditor of the issuer company or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI appointed by the issuer company." h. in clause (12), in sub-....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... name of the issuer). (d) Nature, number and price of specified securities offered and issue size, as may be applicable. (e) Name of the promoter(s). (f) Name of the issuer or any of its promoters or directors being a wilful defaulter or a fraudulent borrower and a cross-reference to the relevant section. (g) The following clause on "General Risk" shall be incorporated in a box format: "Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors shall rely on their own examination of the issuer and the offer, including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of 'Risk factors' given on page number ....... The following clause on 'Issuer's Absol....
X X X X Extracts X X X X
X X X X Extracts X X X X
....) their intention to renounce their rights entitlement, to specific investor(s). The names of the specific investor(s) shall be disclosed in a public advertisement at least two days prior to the issue opening date. Provided that such participation shall not result in a breach of the minimum public shareholding requirement stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. C. Intention of issuer to allot the under-subscribed portion of the rights issue to any specific investor(s). Name(s) of the specific investor(s) shall be disclosed in a public advertisement two days prior to the issue opening date. D. Details of the issuer or any of its promoters or directors being a willful defaulter or a fraudulent borrower. a) Name of the person declared as a wilful defaulter or a fraudulent borrower b) Name of the bank declaring the person as a wilful defaulter or a fraudulent borrower c) Year in which the person was declared as a wilful defaulter or a fraudulent borrower d) Outstanding amount when the person was declared as a wilful defaulter or a fraudule....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as applicable) for a period of at least three years immediately preceding the reference date. If not, details for such noncompliance. (VIII) Whether the issuer has redressed at least ninety-five percent of the complaints received from the investors until the end of the quarter immediately preceding the month of the reference date. If not, details of the same. (IX) Details of the following actions along with the potential adverse impact on the company, where against the issuer or its promoters or whole time directors- i. Show-cause notice(s) has been issued by the Board or the Adjudicating Officer in a proceeding for imposition of penalty; or ii. Prosecution proceedings have been initiated by the Board; (X) Details including reasons, period, etc. where the equity shares of the company have been suspended from trading as a disciplinary measure during last three years immediately preceding the reference date. (XI) Introduction: A. General Information: 1. Names, addresses, telephone numbers and e-mail ad....
X X X X Extracts X X X X
X X X X Extracts X X X X
....cription and aggregate nominal value). 2. Paid-up capital. (a) After the issue. (b) Assuming conversion of convertible securities, warrants, if any, and employee stock options that vest until the allotment date. 3. The following details of outstanding instruments: (A) Details of options, if any. (B) Details of convertible securities, if any. 4. Details of specified securities held by the promoter and promoter group including the details of lock-in, pledge of and encumbrance on such specified securities. This information can be either incorporated by reference with specific website details of stock exchange(s) or by providing required details in the letter of offer. 5. Details of specified securities acquired by the promoter and promoter group in the last one year immediately preceding the date of filing of the letter of offer with the designated stock exchange 6. Ex-rights price as referred to under clause (b) of sub-regulation 4 of regulation 10 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011. 7. Shareholding pattern as in the forma....
X X X X Extracts X X X X
X X X X Extracts X X X X
....stimation of working capital requirement, along with relevant assumptions. (b) Reasons for raising additional working capital, substantiating the same with relevant facts and figures. (c) Details of the projected working capital requirement including detailed assessment of working capital after implementation of the project or achievement of objects of the issue, as the case may be, capacity utilisation assumptions, breakup of expected current assets into raw materials, finished goods, work in progress, sundry debtors etc., along with the assumption about the holding norms for each type of current asset, total current liabilities, net current assets and envisaged sources of finance for net current assets, i.e. bank finance, institutional finance, own funds, etc. (d) Total envisaged working capital requirement in a tabular form, the margin money thereof and the portion to be financed by any bank(s) or otherwise. (e) Details of the existing working capital available with the issuer, along with a break-up of total current assets into raw materials, finished goods, work in progress, sundry debtors, etc., total current liabilities, net current assets ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....., the total project cost activity-wise or project wise, as the case may be. (2) Where the issuer is implementing the project in a phased manner, the cost of each phase including the phase, if any, which has already been implemented. (3) Details of all material existing or anticipated transactions in relation to the utlisation of the issue proceeds or project cost with promoters, directors, key managerial personnel, senior management, associate companies (as defined under the Companies Act, 2013). The relevant documents shall be included in the list of material documents for inspection. (4) If any part of the proceeds of the issue is to be applied directly or indirectly: (a) in the purchase of any business; or (b) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith; the issuer will become entitled to an interest in respect to either the capital or profits and losses or both, in such business exceeding fifty per cent. thereof; a report made by accountants (who shall be named in the letter of offer) upon: i. the profits or....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Financial partners to the project or objects of the issue. (E) Funding plan (Means of Finance): 1. An undertaking by the issuer confirming that firm arrangements of finance through verifiable means towards seventy-five per cent. of the stated means of finance, excluding the amount to be raised through the proposed issue and existing identifiable internal accruals, have been made. 2. Balance portion of the means of finance for which no firm arrangement has been made without specification. 3. Details of funds tied up and the avenues for deployment of excess proceeds, if any. (F) Appraisal (if applicable): 1. Scope and purpose of the appraisal, if any, along with the date of appraisal. 2. Cost of the project and means of finance as per the appraisal report. 3. Explanation of revision, if any, in the project cost and the means of finance after the date of issue of the appraisal report. 4. Weaknesses, qualifications and threats given in the appraisal report, by way of risk factors. (G) Schedule of implementation: The schedule of implementation of the project and the progress made so far, giving det....
X X X X Extracts X X X X
X X X X Extracts X X X X
....I) Management (Board of Directors and Senior Management) and Organisational Structure: (A) Name, date of birth, age, Director Identification Number, address, occupation and date of expiration of the current term of office of manager, managing director and other directors (including nominee directors and whole-time directors), (XIV) Financial Information of the issuer: One standard financial unit shall be used in the Letter of Offer. The following extract of the audited consolidated financial statements prepared in accordance with applicable accounting standards for the last financial year (with the comparative prior full year period) and latest limited review financial statements, if any, disclosed to the stock exchange with the comparative prior year period shall be included in the draft letter of offer and letter of offer ( for the limited reviewed period, this information should not be earlier than six months prior to the date of the opening of the issue). The latest quarterly results disclosed to the public can be included in the draft letter of offer and letter of offer. i. Total income from operations ii. Net profit/loss b....
X X X X Extracts X X X X
X X X X Extracts X X X X
....indicate that a separate application can be made in respect of each scheme of an Indian mutual fund registered with the Board and that such applications shall not be treated as multiple applications. ii. A statement that the application made by an asset management company or by custodian of a mutual fund shall clearly indicate the name of the concerned scheme for which the application is being made. (b) Applications by non-resident Indians: i. the name and address of at least one place in India from where individual non-resident Indian applicants can obtain the application forms. ii. Application by ASBA investors: Details of Application Supported by Blocked Amount process including specific instructions for submitting Application Supported by Blocked Amount. iii. A statement that the shareholders who have not received the application form can apply, along with the requisite application money, by making an application that is available on the website of registrar, stock exchanges, lead managers or on a plain paper with same details as per application form available online. iv. The format to enable shareholders to make an applicat....
X X X X Extracts X X X X
X X X X Extracts X X X X
....n case of an oversubscription or failure to list or otherwise. b) If the issuer proposes to use more than one mode of making refunds to applicants, the respective cases where each such mode will be adopted shall be disclosed. c) The permissible modes of making refunds are as follows: i. Unblocking amounts blocked using ASBA facility; ii. In case of applicants residing in any of the centres specified by the Board: by crediting of refunds to the bank accounts of applicants through electronic transfer of funds by using Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) or NACH (National Automated Clearing House), as applicable, as is for the time being permitted by the Reserve Bank of India; iii. In case of other applicants: by despatch of refund orders by registered post, where the value is Rs.1500 or more, or under certificate of posting in other cases, (subject however to postal rules); and iv. In case of any category of applicants specified by the Board: crediting of refunds to the applicants in any electronic manner permissible by the Board. (7) Basis of Allotment: Allotment ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....on amount in case of proportionate allotment, a suitable communication shall be sent to the applicants. f) adequate arrangements shall be made to collect all ASBA applications g) in case of convertible debt instruments, the issuer shall additionally undertake that: i. it shall forward the details of utilisation of the funds raised through the convertible debt instruments, duly certified by the statutory auditors of the issuer, to the debenture trustee at the end of each half-year. ii. it shall disclose the name and address of the debenture trustee in the annual report. iii. it shall provide a compliance certificate to the convertible debt instrument holders on a yearly basis in respect of compliance with the terms and conditions of issue of debentures as contained in the Letter of Offer, duly certified by the debenture trustee. iv. it shall furnish a confirmation certificate that the security created by the issuer in favour of the convertible debt instrument holders is properly maintained and is adequate to meet the payment obligations towards the convertible debt instrument holders in the event of a default. v. it shal....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... meaning of the Companies Act, 2013 or Manager within the meaning of the Companies Act, 2013 and the Chief Financial Officer or any other person heading the finance function and discharging that function. The signatories shall further certify that all disclosures made in the letter of offer are true and correct. (XXV) An issuer shall make a copy of the offer document of the immediately preceding public issue or rights issue available to the public in the manner specified in these regulations and shall also make such document available as a material document for inspection." v. Part B1 shall be omitted; vi. Part F shall be omitted; (XCI) In Schedule VII, in clause (11), after the words and symbol "last three financial years." and before the words and symbol "In addition, latest reviewed financials", the following words and symbols shall be inserted, namely,- "The issuer company may voluntarily provide proforma financial statements for acquisitions or divestments, for such financial periods as determined by the issuer company, provided such proforma financial statements are prepared in accordance with any guidance note, standard on assuran....
X X X X Extracts X X X X
X X X X Extracts X X X X
....omoter selling shareholder, investor etc.), No. of shares offered, Aggregate proceeds from offered shares, Weighted average cost of acquisition per equity share, in tabular form) The Company has completed pre-IPO placements in a price range of Rs. [-] to Rs. [-] per Equity Share. For further details of pre-IPO placements by the Company from the date of the DRHP, please refer to "Additional Information to investors" herein below. PRICE BAND: Rs. [-] TO Rs. [-] PER EQUITY SHARE OF FACE VALUE OF Rs. [-] EACH. THE FLOOR PRICE IS [-] TIMES THE FACE VALUE OF THE EQUITY SHARES AND THE CAP PRICE IS [-] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE TO EARNING RATIO BASED ON DILUTED EPS FOR FISCAL [-] AT THE FLOOR PRICE IS [-] TIMES AND AT THE CAP PRICE IS [-] TIMES. (The above assumes a price band. The above may be suitably modified for fixed price or floor price, as the case maybe.) BIDS CAN BE MADE FOR A MINIMUM OF [-] EQUITY SHARES AND IN MULTIPLES OF [-] EQUITY SHARES THEREAFTER. ANCHOR INVESTOR BIDDING DATE: [-] (as applicable) BID/ ISSUE OPENS ON: [-] BID/ ISSUE CLOSES ON: [-] Bri....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he DRHP and does not complete such a placement, a statement to this effect shall also be included. 2. Transaction of shares aggregating up to 1% or more of the paid-up equity share capital of the company by promoter(s) and promoter group(s) from the DRHP filing date. Make suitable disclosure, in tabular format, including date of transfer/ allotment, name of transferor, name of transferee/ allottee, nature of transaction, number of equity shares, percentage of pre-offer share capital of the company, price per shares, total consideration. Disclose if the transferees/ allottees are connected to the issuer company or its promoters, promoter group, directors, KMPs or its subsidiaries, group companies and their directors or KMPs in any manner. If not, a negative statement shall be made to this effect. 3. Pre-issue shareholding as at the date of advertisement and post-issue shareholding as at allotment for promoter(s), promoter group and additional top 10 shareholders, in the following format: Shareholding of Promoter / Promoter Group and Additional Top 10 Shareholders of the Company S. No. Pre-Issue shareholding as at the date of Advertisement....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... it will be updated in the shareholding pattern in the prospectus). BASIS FOR OFFER PRICE (Include a disclosure to the effect that the "Basis for Issue Price" on page [-] of the offer document has been updated with the above price band. Please refer to the websites of the BRLMs: [-], [-] and [-] for the "Basis for Issue Price" updated with the above price band.) (Give QR Code - Scan of QR Code should take the reader to the webpage of the left lead BRLM where documents relating to the issue including the "Basis for Issue Price" chapter updated with the price band, are available.) INDICATIVE TIMELINES FOR THE ISSUE (including timelines for (i) submission and revision of bids during the bid/ issue period (except the bid/ issue closing date) and on the bid/ issue closing date, (ii) bid upload timings, (iii) Expected date for commencement of trading of the equity shares on the stock exchanges) CONTENTS OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY AS REGARDS ITS OBJECTS: For information on the main objects of the company, please see the section "History and Certain Corporate Matters" on page [-] of the offer document. The Memorandu....
X X X X Extracts X X X X
X X X X Extracts X X X X
....onsor Banks: [-] UPI: UPI Bidders can also bid through UPI mechanism For [Name of issuer company] Authorized personnel of the issuer Place: [-] Date: [-] Notes: • "Risks to Investors" needs to be adequately highlighted in the advertisement ensuring prominent visibility. • Risk Factors should constitute at least 33% and information of BRLM not more than 10% of the advertisements. • Font size of price band/ floor price and the risk factors should match that of bid/ issue programme. In addition, information on acquisition of shares should be given a tabular form. Part B - Format of issue opening advertisement for a public issue [See regulation 43(3), 200(1) and 264(3)] THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. ABC Limited (Name of issuer) For details of changes in name and the registered office of the Company, see "History and Certain Corporate Matters - Brief history of our Company" and "History an....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ns) THE EQUITY SHARES OF THE COMPANY WILL GET LISTED ON [NAME THE BOARD] OF [NAME THE STOCK EXCHANGES]. [NAME OF STOCK EXCHANGE] SHALL BE THE DESIGNATED STOCK EXCHANGE. (In the case of book building issues, disclosure about the details of allocation shall be given in the following manner, as percentage of issue size/ net offer: QIB Category: _____% Retail Category: _____% Non institutional investor category: _____% Reserved categories: _____Equity Shares or ____%) IN MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS MUST ONLY RELY ON THE INFORMATION INCLUDED IN THE RED HERRING PROSPECTUS AND THE TERMS OF THE OFFER, INCLUDING THE RISKS INVOLVED AND NOT RELY ON ANY OTHER EXTERNAL SOURCES OF INFORMATION ABOUT THE OFFER AVAILABLE IN ANY MANNER. Recommendation of the Independent Directors of the Company on justification of the price band. RISKS TO INVESTORS: This will include the following: 1. Risk to Investors: Summary description of key risk factors based on materiality. 2. Details of suitable ratios such as price/ revenues, price/ earnings, enterprise value/ EBITDA, earnings per share,....
X X X X Extracts X X X X
X X X X Extracts X X X X
....g date, (ii) bid upload timings, (iii) Expected date for commencement of trading of the equity shares on the stock exchanges) CONTENTS OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY AS REGARDS ITS OBJECTS: For information on the main objects of the company, please see the section "History and Certain Corporate Matters" on page [-] of the offer document. The Memorandum of Association of the company is a material document for inspection in relation to the issue. For further details, please see the section titled "Material Contracts and Documents for Inspection" on page [-] of the offer document. LIABILITY OF THE MEMBERS OF THE COMPANY: Limited by shares. AMOUNT OF SHARE CAPITAL OF THE COMPANY AND CAPITAL STRUCTURE: As on the date of the offer document, the authorised share capital of the company [-] divided into [-] equity shares of face value of [-] each. The issued, subscribed and paid-up share capital of the Company is [-] divided into [-] equity shares of face value of [-] each. For details, please see the section titled "Capital Structure" beginning on page [-] of the offer document. NAMES OF SIGNATORIES TO THE MEMORANDUM OF ASSOCIAT....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. ABC Limited (Name of issuer) For details of changes in name and the registered office of the Company, see "History and Certain Corporate Matters - Brief history of our Company" and "History and Certain Corporate Matters - Changes in the Registered Office" on page [-] of the red herring prospectus [-] ("RHP" or "Red Herring Prospectus"). Registered Office: [-]; Corporate Office: [-]; Contact Person: [-]; Tel: [-]; E-mail: [-]; Website: [-]; Corporate Identity Number: [-] QR Code (Scan of QR Code should take the reader to the webpage of the left lead BRLM where documents relating to the issue such as the offer documents, price band advertisement etc. are available) PROMOTERS [__XYZ__] THE ISSUE Public issue of _______ (nature of the specified securities) of ____ each at a price of _____ DETAILS OF THE SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF ACQUISITION, AS APPLICABLE (Name of selling sh....
X X X X Extracts X X X X
X X X X Extracts X X X X
....RISKS TO INVESTORS: This will include the following: 1. Risk to Investors: Summary description of key risk factors based on materiality. 2. Details of suitable ratios such as price/ revenues, price/ earnings, enterprise value/ EBITDA, earnings per share, net asset value per share, return on equity, return on capital employed, of the company and its peer group for the latest full financial year. 3. Weighted average return on net worth for the last 3 FYs, and return on net worth for any interim period for the issuer company. 4. Disclosures as per clause (9)(K)(4) of Part A to Schedule VI, as applicable. ADDITIONAL INFORMATION FOR INVESTORS: This will include the following: 1. Details of proposed /undertaken pre-issue placements from the DRHP filing date. Make suitable disclosure, in tabular format, including details of date of allotment, name of allottees, number of equity shares, percentage of pre-Offer share capital of the company, price per share, total consideration. In case the company had made a provision for Pre-IPO placement in the DRHP and does not complete such a placement, a statement to this effect shall also be includ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nd paid-up share capital of the Company is [-] divided into [-] equity shares of face value of [-] each. For details, please see the section titled "Capital Structure" beginning on page [-] of the offer document. NAMES OF SIGNATORIES TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY AND THE NUMBER OF EQUITY SHARES SUBSCRIBED BY THEM: [-] DISCLAIMER CLAUSE OF THE SECURITIES AND EXCHANGE BOARD OF INDIA: "SEBI only gives its observations on the draft offer document and this does not constitute approval of either the issue or the specified securities stated in the offer document." DISCLAIMER CLAUSE OF STOCK EXCHANGES: [-] CREDIT RATING (if applicable) DEBTENTURE TRUSTEE (if applicable) IPO GRADING (if applicable) BOOK RUNNING LEAD MANAGERS Name, Telephone no., E-mail, Contact person, Website REGISTRAR TO THE OFFER Name, Telephone no., E-mail, Contact person, Website COMPANY SECRETARY AND COMPLIANCE OFFICER Name, Telephone no., E-mail, Website Investors may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case of any pre-issue or post-is....
X X X X Extracts X X X X
X X X X Extracts X X X X
....utional investors in case of initial public offer by SME companies. Example A. (1) Total number of specified securities on offer @Rs. 20 per share: 7.2 crore specified securities. (2) Specified securities on offer for non-institutional investors' category: 108 lakhs specified securities (with 15% allocation). (3) Out of the total non-institutional investors' category, (a) one third is reserved for applications above two lots and up to such lots equivalent to application size not more than ten lakh rupees -i.e. 36 lakhs of specified securities (b) balance two-third is reserved for applications above ten lakh rupees - i.e. 72 lakhs of specified securities (4) The issue is over-all subscribed by 2.5 times, whereas the non-institutional investors' category mentioned in 3 (a) above is oversubscribed 1.5 times and 3(b) is oversubscribed 3 times. (5) The issuer has fixed the lot size as 6000 specified securities (based on SEBI Circular dated February 21, 2012 - Standardized lot size for SME Exchange/ Platform) and in multiples thereof. (6) Therefore, the minimum application size for non-institutional investor....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e. 42,000-18,000) = 12000 securities} 5 E 48,000 18,000 specified securities (i.e. the minimum applications size) + 12000 specified securities {Since, [{36,00,000 - (100 * 18000)} / {54,00,000 - (100 * 18000)}] * 30000 (i.e. 48,000-18,000) = 15000 securities; which is more than 2 lots but less than 3 lots, therefore only 2 lots shall be allotted} NOTE: For category 3(b), calculation methodology shall be similar to above. Example B. (1) Total number of specified securities on offer @Rs. 20 per share: 7.2 crore specified securities. (2) Specified securities on offer for non-institutional investors' category: 108 lakhs specified securities (with 15% allocation). (3) Out of the total non-institutional investors' category, (a) one third is reserved for applications above two lots and up to such lots equivalent to application size not more than ten lakh rupees -i.e. 36 lakhs of specified securities (b) balance two-third is reserved for applications above ten lakh rupees - i.e. 72 lakhs of specified securities (4) The issue is over-all su....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 7 42,000 300 1,26,00,000 30 8 48,000 100 48,00,000 10 Total 2000 5,58,00,000 200 '' XCVI. In Schedule XVI, after the marginal heading, in the reference to regulations mentioned within brackets, the numbers and symbols "71(6)," shall be omitted. XCVII. In Schedule XVIII, in clause (1), after the word "manager(s)" and before the symbol ":", symbol and words "/ designated stock exchange" shall be inserted. XCVIII. In Schedule XX, in the sub-marginal head, the words and numerals "regulation 59 and 157" shall be replaced with the words and numerals "regulations 59, 157 and 281A" shall be inserted. BABITHA RAYUDU, Executive Director [ADVT.-IIII/4/Exty./1007/2024-25] Footnotes: 1. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 was published in the Gazette of India on September 11, 2018, vide notification No. SEBI/LADNRO/ GN/2018/31. 2. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 was ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....and Disclosure Requirements) (Second Amendment) Regulations, 2020, vide notification No. SEBI/LADNRO/ GN/2020/18. (m) July 1, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2020, vide notification No. SEBI/LADNRO/ GN/2020/21. (n) September 28, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020, vide notification No. SEBI/LADNRO/ GN/2020/31. (o) January 8, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, vide notification No. SEBI/LADNRO/ GN/2021/03. (p) May 5, 2021 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021, vide notification No. SEBI/LADNRO/ GN/2021/18. (q) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, vide notification No. SEBI/LAD-NRO/GN/2021/30. (r) August 13, 2021 by the Securities ....