Follow-on public offer documentation must contain material disclosures that are true, correct and adequate for informed investment decisions. Where applicable, the issuer must disclose its materiality policy and all material information arising after filing and before listing. Lead managers must exercise due diligence regarding the materiality, veracity and adequacy of disclosures. The issuer remains responsible for the correctness, adequacy and disclosure of all relevant information.

Issuers unable to satisfy fast-track conditions for a follow-on public offer may use the non-fast-track process. They must file a draft offer document in the same manner applicable to initial public offers under Part A of the Chapter.

Fast-track follow-on public offers require at least eighteen months' listing, compliance with applicable requirements, no pending show-cause notices against the issuer or specified connected persons, no adverse, disclaimer, or qualified auditor opinion, and no material irregularity disclosure. Issuers must file the offer document and applicable fee through lead managers, who must submit a due diligence certificate. Simultaneous stock-exchange filing and website hosting are required.

In-principle approval for listing specified securities in a follow-on public offer requires the issuer to apply to a recognised stock exchange. Where applications are made to multiple recognised stock exchanges, the issuer must designate one exchange. The recognised stock exchange must grant or reject the application within fifteen days of receipt of a complete application.

Regulation 34 requires an issuer undertaking a follow-on public offer to appoint one or more lead managers for the issue. The issuer must also appoint other issue-related intermediaries in consultation with the appointed lead manager or managers. This requirement makes lead-manager consultation a mandatory element of the intermediary appointment process.

Offer-for-sale eligibility requires existing holders to have held specified securities for at least one year before filing the draft offer document. Holding periods of convertible securities or depository receipts and resulting equity shares are aggregated where converted shares are offered, subject to completed conversion and disclosure. Exceptions apply to qualifying merger or amalgamation shares and bonus shares issued from permitted free reserves and share premium, excluding revaluation reserves and unrealized profits.

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.