Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

THE GAZETTE OF INDIA
EXTRAORDINARY
PART III - SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, SEPTEMBER 11, 2018
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 11th September, 2018
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 No. SEBI/LAD-NRO/GN/2018/31. - In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations, namely:
CHAPTER I - PRELIMINARY
Short title and commencement

(1) These regulations may be called the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018.
(2) They shall come into force on the sixtieth day from the date of its publication in the Official Gazette. Definitions
(1) In these regulations, unless the context otherwise requires:
(a) “Act” means the Securities and Exchange Board of India Act, 1992 [15 of 1992];

(b) “advertisement” includes notices, brochures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures and films in any print media or electronic media, radio, television programme; (c) “anchor investor" means a qualified institutional buyer who makes an application for a value of at least ten crore rupees in a public issue on the main board made through the book building process in accordance with these regulations or makes an application for a value of at least two crore rupees for an issue made in accordance with Chapter IX of these regulations; (d) “application supported by blocked amount (ASBA)” means an application for subscribing to a public issue or rights issue, along with an authorisation to self-certified syndicate bank to block the application money in a bank account; [(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 applicable accounting standards;]
(f) “Board” means the Securities and Exchange Board of India established under the Act; (g) “book building” means a process undertaken to elicit demand and to assess the price for determination of the quantum or value or coupon of specified securities or Indian Depository Receipts, as the case may be, in accordance with these regulations; (h) “composite issue” means an issue of specified securities by a listed issuer on public-cumrights basis, wherein the allotment in both public issue and rights issue is proposed to be made simultaneously; (i) “control” shall have the same meaning as assigned to it under the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011; (j) “convertible debt instrument” means an instrument which creates or acknowledges indebtedness and is convertible into equity shares of the issuer at a later date at or without the option of the holder of the instrument, whether constituting a charge on the assets of the issuer or not; (k) “convertible security” means a security which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder of such security and includes convertible debt instrument and convertible preference shares; 1 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f. 08.03.2025. Prior to its substitution, it read as under,- “(e) “associate” means a person which is an associate of the issuer and as defined under the Companies Act, 2013;”

(l) “designated stock exchange” means a recognised stock exchange having nationwide trading terminals chosen by the issuer on which securities of an issuer are listed or proposed to be listed for the purpose of a particular issue of specified securities under these regulations:
Provided that, the issuer may choose a different recognised stock exchange as a designated stock exchange for any subsequent issue of specified securities; (m)“draft letter of offer” means the draft letter of offer filed with the [stock exchange(s)]2 in relation to a rights issue under these regulations; (n) “draft offer document” means the draft offer document filed with the Board in relation to a public issue under these regulations; (o) “employee” means a permanent employee, working in India or outside India, of the issuer or of the promoters or subsidiary company of the issuer, or a director of the issuer, whether whole-time or not and does not include (i) promoters, (ii) a person belonging to the promoter group; or (iii) a director who either himself/herself or through their relatives or through any body corporate, directly or indirectly, holds more than ten per cent. of the outstanding equity shares of the issuer; Provided that for the purposes of stock option schemes, employee shall have the same meaning as assigned to under the 3 [Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021]; [(oa) “financial year” shall have the same meaning as assigned to it under sub-section (41) of
section 2 of the Companies Act, 2013;]
(p) “fugitive economic offender” shall mean an individual who is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018); (q) “further public offer” means an offer of specified securities by a listed issuer to the public for subscription and includes an offer for sale of specified securities to the public by any existing holders of such specified securities in a listed issuer; (r) “general corporate purposes” include such identified purposes for which no specific amount is allocated or any amount so specified towards general corporate purpose or any such 2 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.
08.03.2025 for the word “Board”.
3 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 for the words and symbols “Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014”. Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

purpose by whatever name called, in the draft offer document, draft letter of offer, 5 [the offer document, or the letter of offer:] Provided that any issue related expenses shall not be considered as a part of general corporate purpose merely because no specific amount has been allocated for such expenses in the draft offer document, draft letter of offer, [the offer document, or the letter of offer;] (s) “green shoe option” means an option of allotting equity shares in excess of the equity shares offered in the public issue as a post-listing price stabilizing mechanism; (t) "group companies", shall include such companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related party transactions, during the period for which financial information is disclosed, as covered under the applicable accounting standards, and also other companies as considered material by the board of the issuer; (u) “housing finance company” means a deposit taking housing finance company registered with the National Housing Bank for carrying on the business of housing finance; (v) “infrastructure sector” shall include the following facilities/services:
i) transportation (including inter modal transportation), including the following:
A) roads, national highways, state highways, major district roads, other district roads and village roads, including toll roads, bridges, highways, road transport providers and other road-related services; B) rail system, rail transport providers, metro rail roads and other railway related services; C) ports (including minor ports and harbours), inland waterways, coastal shipping including shipping lines and other port related services; D) aviation, including airports, heliports, airlines and other airport related services; E) logistics services; ii) agriculture, including the following:
A) infrastructure related to storage facilities; B) construction relating to projects involving agro-processing and supply of inputs to agriculture; C) construction for preservation and storage of processed agro-products, perishable goods such as fruits, vegetables and flowers including testing facilities for quality; iii)water management, including the following:
5 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbol “or the offer document:”. 6 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbol ”or the offer document;”.

A) water supply or distribution;
B) irrigation;
C) water treatment, etc. iv) telecommunication, including the following:
A) basic or cellular, including radio paging;
B) domestic satellite service (i.e., satellite owned and operated by an Indian company for providing telecommunication service); C) network of trunking, broadband network and internet services; v) industrial, commercial and social development and maintenance, including the following:
A) real estate development, including an industrial park or special economic zone; B) tourism, including hotels, convention centres and entertainment centres; C) public markets and buildings, trade fair, convention, exhibition, cultural centres, sports and recreation infrastructure, public gardens and parks; D) construction of educational institutions and hospitals; E) other urban development, including solid waste management systems, sanitation and sewerage systems, etc.; vi)power, including the following:
A) generation of power through thermal, hydro, nuclear, fossil fuel, wind and other renewable sources; B) transmission, distribution or trading of power by laying a network of new transmission or distribution lines; vii) petroleum and natural gas, including the following:
A) exploration and production;
B) import terminals;
C) liquefaction and re-gasification;
D) storage terminals;
E) transmission networks and distribution networks including city gas infrastructure; viii) housing, including the following:
A) urban and rural housing including public or mass housing, slum rehabilitation etc; B) other allied activities such as drainage, lighting, laying of roads, sanitation facilities etc.; ix)services provided by recognised stock exchanges and registered depositories, in relation to securities; x) other miscellaneous facilities or services, including the following:
A) mining and related activities;

B) technology related infrastructure;
C) manufacturing of components and materials or any other utilities or facilities required by the infrastructure sector like energy saving devices and metering devices, etc.; D) environment related infrastructure; E) disaster management services; F) preservation of monuments and icons; G) emergency services (including medical, police, fire, and rescue); xi)such other facility or service which, in the opinion of the board, constitutes infrastructure sector; (w) “initial public offer” means an offer of specified securities by an unlisted issuer to the public for subscription and includes an offer for sale of specified securities to the public by any existing holders of such specified securities in an unlisted issuer; (x) 7 [“innovators growth platform” means the trading platform for listing and trading of specified securities of issuers that comply with the eligibility criteria specified in regulation 283;] (y) “institutional investor” means (i) qualified institutional buyer; or (ii) family trust or intermediaries registered with the Board, with net worth of more than five hundred crore rupees, as per the last audited financial statements, for the purposes of listing and/or trading on 8 [innovators growth platform] in terms of Chapter X; (z) “issue size” includes offer through offer document and promoters’ contribution brought in as
part of the issue;
(aa) “issuer” means a company or a body corporate authorized to issue specified securities under the relevant laws and whose specified securities are being issued and/or offered for sale in accordance with these regulations; (bb) 9 [“key managerial personnel” shall mean the key managerial personnel as defined in subsection (51) of section 2 of the Companies Act, 2013;] 7 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as “"institutional trading platform" means the trading platform for listing and trading of specified securities of issuers that comply with the eligibility criteria specified in regulation 288;” 8 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as “institutional trading platform”. 9Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023, w-e-f 31.01.2023. Prior to its substitution, it read as ““key managerial personnel” means the officers or personnel of the issuer who are members of its core management team (excluding board of directors) and includes members of the management one level below the executive directors of the issuer, functional heads and ‘key managerial personnel’ as defined under the Companies Act, 2013 or any other person whom the issuer may declare as a key managerial personnel;”

(cc) “lead manager” means a merchant banker registered with the Board and appointed by the issuer to manage the issue and in case of a book built issue, the lead manager(s) appointed by the issuer shall act as the book running lead manager(s) for the purposes of book building; (dd) “listed issuer” means an issuer whose equity shares are listed on a recognised stock exchange having nationwide trading terminals; (ee) “main board” means a recognised stock exchange having nationwide trading terminals, other than SME exchange; (ff) “net offer” means an offer of specified securities to the public but does not include reservations and promoters’ contribution brought in as part of the issue; (gg) “net tangible assets” mean the sum of all net assets of the issuer, excluding intangible assets as defined in Accounting Standard 26 (AS 26) or Indian Accounting Standard (Ind AS) 38, as applicable, issued by the Institute of Chartered Accountants of India; (hh) “net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation; (ii) “nominated investor” means a qualified institutional buyer or private equity fund, who enters into an agreement with the lead manager(s) to subscribe to an issue, made in accordance with Chapter IX, in case of under-subscription or to receive or deliver the specified securities in the market-making process in such an issue; Explanation: “private equity fund” means a fund registered with any regulatory authority or a fund established by any person registered with any regulatory authority; (jj) “non-institutional investor” means an investor other than a retail individual investor and qualified institutional buyer; (kk) “offer document” means a red herring prospectus, prospectus or shelf prospectus, as applicable, referred to under the Companies Act, 2013, in case of a public issue, and a letter of offer in case of a rights issue; (ll) “offer through offer document” means net offer and reservations;

(mm)“persons acting in concert” shall have the same meaning as assigned to it under 10[*] the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (nn) “preferential issue” means an issue of specified securities by a listed issuer to any select person or group of persons on a private placement basis in accordance with Chapter V of these regulations and does not include an offer of specified securities made through employee stock option scheme, employee stock purchase scheme or an issue of sweat equity shares or depository receipts issued in a country outside India or foreign securities; (oo) “promoter” shall include a person:
i) who has been named as such in a draft offer document or offer document or is identified by the issuer in the annual return referred to in section 92 of the Companies Act, 2013; or ii) who has control over the affairs of the issuer, directly or indirectly whether as a shareholder, director or otherwise; or iii) in accordance with whose advice, directions or instructions the board of directors of the issuer is accustomed to act:
Provided that nothing in sub-clause (iii) shall apply to a person who is acting merely in a professional capacity; Provided further that a financial institution, scheduled commercial bank, [foreign portfolio investor other than individuals, corporate bodies and family offices]11, mutual fund, venture capital fund, alternative investment fund, foreign venture capital investor, insurance company registered with the Insurance Regulatory and Development Authority of India or any other category as specified by the Board from time to time, shall not be deemed to be a promoter merely by virtue of the fact that twenty per cent. or more of the equity share capital of the issuer is held by such person unless such person satisfy other requirements prescribed under these regulations; (pp) “promoter group” includes:
i) the promoter; ii) an immediate relative of the promoter (i.e. any spouse of that person, or any parent, brother, sister or child of the person or of the spouse); and 10 The words and symbols “regulation 2(1)(q) of” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 11 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f. 23.09.2019. Prior to its substitution, it read as “foreign portfolio investor other than Category III foreign portfolio investor.”

iii) in case promoter is a body corporate:
A) a subsidiary or holding company of such body corporate; B) any body corporate in which the promoter holds twenty per cent. or more of the equity share capital; and/or any body corporate which holds twenty per cent. or more of the equity share capital of the promoter; C) 12[*] iv) in case the promoter is an individual:
A) any body corporate in which twenty per cent. or more of the equity share capital is held by the promoter or an immediate relative of the promoter or a firm or Hindu Undivided Family in which the promoter or any one or more of their relative is a member; B) any body corporate in which a body corporate as provided in (A) above holds twenty per cent. or more, of the equity share capital; and C) any Hindu Undivided Family or firm in which the aggregate share of the promoter and their relatives is equal to or more than twenty per cent. of the total capital; v) all persons whose shareholding is aggregated under the heading "shareholding of the promoter group":
Provided that a financial institution, scheduled bank, [foreign portfolio investor other than individuals, corporate bodies and family offices]13 , mutual fund, venture capital fund, alternative investment fund, foreign venture capital investor, insurance company registered with the Insurance Regulatory and Development Authority of India or any other category as specified by the Board from time to time, shall not be deemed to be promoter group merely by virtue of the fact that twenty per cent. or more of the equity share capital of the promoter is held by such person or entity:
Provided further that such financial institution, scheduled bank, [foreign portfolio investor other than individuals, corporate bodies and family offices]14 , mutual 12 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. Prior to the omission, it read as under – “C) any body corporate in which a group of individuals or companies or combinations thereof acting in concert, which hold twenty per cent. or more of the equity share capital in that body corporate and such group of individuals or companies or combinations thereof also holds twenty per cent. or more of the equity share capital of the issuer and are also acting in concert; and” 13 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f.23.09.2019. Prior to its substitution, it read as “foreign portfolio investor other than Category III foreign portfolio investor.” 14 ibid

fund, venture capital fund, alternative investment fund and foreign venture capital investor insurance company registered with the Insurance Regulatory and Development Authority of India or any other category as specified by the Board from time to time shall be treated as promoter group for the subsidiaries or companies promoted by them or for the mutual fund sponsored by them; (qq) “public financial institution” means a public financial institution as defined under the Companies Act, 2013; (rr) “public issue” means an initial public offer or a further public offer; (ss)“qualified institutional buyer” means:
(i) a mutual fund, venture capital fund, alternative investment fund and foreign venture capital investor registered with the Board; (ii) [foreign portfolio investor other than individuals, corporate bodies and family offices]15; (iii) a public financial institution; (iv) a scheduled commercial bank; (v) a multilateral and bilateral development financial institution; (vi) a state industrial development corporation; (vii) an insurance company registered with the Insurance Regulatory and Development Authority of India; (viii) a provident fund with minimum corpus of twenty five crore rupees; (ix) a pension fund with minimum corpus of twenty five crore rupees 16[registered with the Pension Fund Regulatory and Development Authority established under subsection (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013]; (x) National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; (xi) insurance funds set up and managed by army, navy or air force of the Union of India; (xii) insurance funds set up and managed by the Department of Posts, India; (xiii) systemically important non-banking financial companies; and 15 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f.23.09.2019. Prior to its substitution, it read as “foreign portfolio investor other than Category III foreign portfolio investor, registered with the Board.” 16 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

17[(xiv) accredited investors as defined in clause (ab) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, for the limited purpose of their investment in Angel Funds registered with the Board, under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.] (tt) “qualified institutions placement” means issue of eligible securities by a listed issuer to qualified institutional buyers on a private placement basis and includes an offer for sale of specified securities by the promoters and/or promoter group on a private placement basis, in terms of these regulations; (uu) “relative” means a relative as defined under the Companies Act, 2013. (vv) “retail individual investor” means an individual investor who applies or bids for specified securities for a value of not more than two lakhs rupees; (ww) “retail individual shareholder” means a shareholder who applies or bids for specified securities for a value of not more than two lakhs rupees; (xx) “rights issue” means an offer of specified securities by a listed issuer to the shareholders of the issuer as on the record date fixed for the said purpose; (yy) “schedule” means schedule annexed to these regulations; (zz) “scheduled commercial bank” means scheduled commercial banks as included in the second schedule to the Reserve Bank of India Act, 1934; (aaa) “self-certified syndicate bank” means a banker to an issue registered with the Board, which offers the facility of ASBA; (bbb)“selling shareholder(s)” means any shareholder of the issuer who is offering for sale the specified securities in a public issue in accordance with these Regulations; 18[(bbbb) “senior management” shall mean the officers and personnel of the issuer who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer.] 17 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025, w.e.f. 09.09.2025. 18 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023, w-e-f 31.01.2023.

(ccc) “securities laws” means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder and the general or special orders, guidelines or circulars made or issued by the Board thereunder and the provisions of the Companies Act, 2013 or any previous company law and any subordinate legislation framed thereunder, which are administered by the Board ; (ddd)“SME exchange” means a trading platform of a recognised stock exchange having nationwide trading terminals permitted by the Board to list the specified securities issued in accordance with Chapter IX and includes a stock exchange granted recognition for this purpose but does not include the Main Board; (eee) “specified securities" means equity shares and convertible securities; 19[(eeea) “SR equity shares” means the equity shares of an issuer having superior voting rights compared to all other equity shares issued by that issuer.] (fff) “stabilising agent” means a merchant banker who is responsible for stabilising the price of equity shares under a green shoe option, in terms of these regulations; (ggg)“stock exchange” means any recognised stock exchange having nationwide trading terminals chosen by the issuer on which securities of an issuer are listed or proposed to be listed for the purpose of a particular issue of specified securities under these regulations, other than an SME exchange; (hhh)“syndicate member” means an intermediary registered with the Board and who is permitted to accept bids, applications and place orders with respect to the issue and carry on the activity as an underwriter; (iii)“systemically important non-banking financial companies” means a non-banking financial company registered with the Reserve Bank of India and recognised as systemically important non-banking financial company by the Reserve Bank of India; (jjj)“unlisted issuer” means an issuer which is not a listed issuer; (kkk) “valuer” means a person who is registered under section 247 of the Companies Act, 2013 and the relevant rules framed thereunder or as specified by the Board; (lll) “ 20[wilful defaulter or a fraudulent borrower]” means a person or an issuer who or which is categorized as a 21[wilful defaulter or a fraudulent borrower] by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance 19 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019. 20 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter”. 21 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter”.

with the guidelines on 22[wilful defaulters or fraudulent borrowers] issued by the Reserve Bank of India; (mmm) “working day” means all days on which commercial banks in the city as specified in the offer document are open for business; Explanation: For the purpose of this clause, in respect of - (a) announcement of price band; and (b) bid/issue period, working day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in the city as notified in the offer document are open for business; (c) the time period between the bid/ issue closing date and the listing of the specified securities on the stock exchanges, working day shall mean all trading days of the stock exchanges, excluding Sundays and bank holidays, as per circulars issued by the Board. (2) All other words and expressions used but not defined in these regulations, but defined in the Act or the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and/or the rules and regulations made thereunder shall have the same meaning as respectively assigned to them in such statutes or rules or regulations or any statutory modification or re-enactment thereto, as the case may be. Applicability of the regulations
3. Unless otherwise provided, these regulations shall apply to the following:
(a) an initial public offer by an unlisted issuer; (b) a rights issue by a listed issuer; 23[*] (c) a further public offer by a listed issuer; (d) a preferential issue by a listed issuer; (e) a qualified institutions placement by a listed issuer; (f) an initial public offer of Indian depository receipts; (g) a rights issue of Indian depository receipts; (h) an initial public offer by a small and medium enterprise; (i) a listing on the 24[innovators growth platform] through an issue or without an issue; and 22 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulters”. 23 The words and symbol “where the aggregate value of the issue is fifty crore rupees or more;” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025.

(j) a bonus issue by a listed issuer.
25[*]
Provided further that these regulations shall not apply to issue of securities under clause (b), (d) and (e) of sub-regulation (1) of regulation 9 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
CHAPTER II - INITIAL PUBLIC OFFER ON MAIN BOARD
PART I: ELIGIBILITY REQUIREMENTS
Reference date
4. Unless otherwise provided in this Chapter, an issuer making an initial public offer of specified
securities shall satisfy the conditions of this Chapter as on the date of filing of the draft offer document with the Board and also as on the date of 26[filing] the offer document with the Registrar of Companies. Entities not eligible to make an initial public offer
5. (1) An issuer shall not be eligible to make an initial public offer -
(a) if the issuer, any of its promoters, promoter group or directors or selling shareholders are debarred from accessing the capital market by the Board. (b) if any of the promoters or directors of the issuer is a promoter or director of any other company which is debarred from accessing the capital market by the Board. (c) if the issuer or any of its promoters or directors is a 27[wilful defaulter or a fraudulent borrower.] (d) if any of its promoters or directors is a fugitive economic offender. 24 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as “institutional trading platform”. 25 Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.
08.04.2025. Prior to the omission, the proviso read as under,-
“Provided that in case of rights issue of size less than fifty crores rupees, the issuer shall prepare the letter of offer in accordance with requirements as specified in these regulations and file the same with the Board for information and dissemination on the Board’s website.”. 26 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 27 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter.”.

Explanation: The restrictions under (a) and (b) above shall not apply to the persons or entities mentioned therein, who were debarred in the past by the Board and the period of debarment is already over as on the date of filing of the draft offer document with the Board. (2) An issuer shall not be eligible to make an initial public offer if there are any outstanding convertible securities or any other right which would entitle any person with any option to receive equity shares of the issuer:
Provided that the provisions of this sub-regulation shall not apply to:
(a) outstanding options granted to employees, whether currently an employee or not, pursuant to an employee stock option scheme in compliance with the Companies Act, 2013, the relevant Guidance Note or accounting standards, if any, issued by the Institute of Chartered Accountants of India or pursuant to the Companies Act, 2013, in this regard; 28[(b) 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 herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be, disclosures regarding such stock appreciation rights and the scheme and the total number of equity shares resulting from the exercise of such rights are made in the draft offer document and offer document.] 29[(c)] fully paid-up outstanding convertible securities which are required to be converted on or before the date of filing of the red herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be. Eligibility requirements for an initial public offer
6. (1) An issuer shall be eligible to make an initial public offer only if:
a) it has net tangible assets of at least three crore rupees, calculated on a restated and consolidated basis, in each of the preceding three full years (of twelve months each), of which not more than fifty per cent. are held in monetary assets:
Provided that if more than fifty per cent. of the net tangible assets are held in monetary assets, the issuer has utilised or made firm commitments to utilise such excess monetary assets in its business or project; 28 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 29 Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.08.03.2025. Prior to its renumbering, it read as “(b)”.

Provided further that the limit of fifty per cent. on monetary assets shall not be applicable in case the initial public offer is made entirely through an offer for sale. b) it has an average operating profit of at least fifteen crore rupees, calculated on a restated and consolidated basis, during the preceding three years (of twelve months each), with operating profit in each of these preceding three years; c) it has a net worth of at least one crore rupees in each of the preceding three full years (of twelve months each), calculated on a restated and consolidated basis; d) if it has changed its name within the last one year, at least fifty per cent. of the revenue, calculated on a restated and consolidated basis, for the preceding one full year has been earned by it from the activity indicated by its new name. (2) An issuer not satisfying the condition stipulated in sub-regulation (1) shall be eligible to make an initial public offer only if the issue is made through the book-building process and the issuer undertakes to allot at least seventy five per cent. of the net offer to qualified institutional buyers and to refund the full subscription money if it fails to do so. 30[(3) If an issuer has issued SR equity shares to its promoters/ founders, the said issuer shall be allowed to do an initial public offer of only ordinary shares for listing on the Main Board subject to compliance with the provisions of this Chapter and these clauses -
i. the issuer shall be intensive in the use of technology, information
technology, intellectual property, data analytics, bio-technology or nano-technology to provide products, services or business platforms with substantial value addition. 31[ii. the net worth of the SR shareholder, as determined by a Registered Valuer, shall not be more than rupees one thousand crore. Explanation: While determining the individual net worth of the SR shareholder, his investment/ shareholding in other listed companies shall be considered but not that of his shareholding in the issuer company.]
iii. The SR shares were issued only to the promoters/ founders who hold
an executive position in the issuer company;
30 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019. 31 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2021 w.e.f. 26.10.2021. Prior to its substitution, clause ii. and the Explanation read as follows:
“ii. the SR shareholder shall not be part of the promoter group whose collective net worth is more than rupees 500 crores:
Explanation: While determining the collective net worth, the investment of SR shareholder in the shares of the issuer company shall not be considered.”

iv. The issue of SR equity shares had been authorized by a special
resolution passed at a general meeting of the shareholders of the issuer, where the notice calling for such general meeting specifically provided for - a. the size of issue of SR equity shares, b. ratio of voting rights of SR equity shares vis-à-vis the ordinary shares,
c. rights as to differential dividends, if any
d. sunset provisions, which provide for a time frame for the validity of such SR equity shares, e. matters in respect of which the SR equity shares would have the same voting right as that of the ordinary shares, 32[v. the SR equity shares have been issued prior to the filing of draft red herring prospectus and held for a period of at least three months prior to the filing of the red herring prospectus;]
vi. The SR equity shares shall have voting rights in the ratio of a
minimum of 2:1 upto a maximum of 10:1 compared to ordinary shares and such ratio shall be in whole numbers only;
vii. The SR equity shares shall have the same face value as the ordinary
shares;
viii. The issuer shall only have one class of SR equity shares;
ix. The SR equity shares shall be equivalent to ordinary equity shares in
all respects, except for having superior voting rights.]
General conditions
7. (1) An issuer making an initial public offer shall ensure that:
(a) it has made an application to one or more stock exchanges to seek an in-principle approval for listing of its specified securities on such stock exchanges and has chosen one of them as the designated stock exchange, in terms of Schedule XIX; (b) it has entered into an agreement with a depository for dematerialisation of the specified securities already issued and proposed to be issued; 32 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2021 w.e.f. 26.10.2021. Prior to its substitution, clause v. read as follows:
“v. The SR equity shares have been held for a period of atleast 6 months prior to the filing of the red herring prospectus;”

33[(c) all its specified securities held by –
(i) the promoters,
(ii) the promoter group,
(iii) the selling shareholder(s),
(iv) the directors,
(v) the key managerial personnel,
(vi) the senior management,
(vii) qualified institutional buyer(s),
(viii) employees,
(ix) shareholders holding SR equity shares,
(x) entities regulated by Financial Sector Regulators, (xi) any other categories of shareholders as maybe specified by the Board from time to time, are in the dematerialised form prior to the filing of the draft offer document; Explanation – For the purposes of this clause, - (i) the term “employee” shall mean a person designated as an employee by the issuer, who is exclusively working in India, and employees of its holding, subsidiary or associate company; (ii) “financial sector regulator” shall mean an authority or body constituted under any law for the time being in force to regulate services or transactions of financial sector and includes the Reserve Bank of India, the Securities and Exchange Board of India, the Insurance Regulatory and Development Authority of India, the Pension Fund Regulatory Authority, the International Financial Services Centre Authority, the Insolvency and Bankruptcy Board of India and such other authorities as may be specified by the Board;] (d) all its existing partly paid-up equity shares have either been fully paid-up or have been forfeited; (e) it has made firm arrangements of finance through verifiable means towards seventy five per cent. of the stated means of finance for a specific project proposed to be funded from the issue proceeds, excluding the amount to be raised through the proposed public issue or through existing identifiable internal accruals. 33 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 08.10.2025. Prior to its substitution, clause (c) read as under,- “(c) all its specified securities held by the promoters are in dematerialised form prior to filing of the offer document;”

(2) The amount for general corporate purposes, as mentioned in objects of the issue in the draft offer document and the offer document shall not exceed twenty five per cent. of the amount being raised by the issuer. Explanation: 34[For the purposes of regulation 6 and regulation 7]:
(I) “project” means the object for which monies are proposed to be raised to cover the objects of the issue; (II) In case of an issuer which had been a partnership firm or a limited liability partnership, the track record of operating profit of the partnership firm or the limited liability partnership shall be considered only if the financial statements of the partnership business for the period during which the issuer was a partnership firm or a limited liability partnership, conform to and are revised in the format prescribed for companies under the Companies Act, 2013 and also comply with the following:
(a) adequate disclosures are made in the financial statements as required to be made by the issuer as per schedule III of the Companies Act, 2013; (b) the financial statements are duly certified by the statutory auditor stating that:
(i) the accounts and the disclosures made are in accordance with the provisions of schedule III of the Companies Act, 2013; (ii) the applicable accounting standards have been followed; (iii) the financial statements present a true and fair view of the firm’s accounts; (III) In case of an issuer formed out of a division of an existing company, the track record of distributable profits of the division spun-off shall be considered only if the requirements regarding financial statements as provided for partnership firms or limited liability partnerships in Explanation (II) are complied with. 35[(3) The amount for:
(i) general corporate purposes, and
34 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “For the purposes of this regulation”. 35 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

(ii) such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed thirty five per cent. of the amount being raised by the issuer:
Provided that the amount raised for such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed twenty five per cent. of the amount being raised by the issuer:
Provided further that such limits shall not apply if the proposed acquisition or strategic investment object has been identified and suitable specific disclosures about such acquisitions or investments are made in the draft offer document and the offer document at the time of filing of offer documents.] Additional conditions for an offer for sale
8. Only such fully paid-up equity shares may be offered for sale to the public, which have been
held by the sellers for a period of at least one year prior to the filing of the draft offer document:
Provided that in case the equity shares received on conversion or exchange of fully paid-up compulsorily convertible securities including depository receipts are being offered for sale, the holding period of such convertible securities, including depository receipts, as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period referred in this sub-regulation. Provided further that such holding period of one year shall be required to be complied with at the time of filing of the draft offer document. Explanation: If the equity shares arising out of the conversion or exchange of the fully paid-up compulsorily convertible securities are being offered for sale, the conversion or exchange should be completed prior to filing of the offer document (i.e. red herring prospectus in the case of a book built issue and prospectus in the case of a fixed price issue), provided full disclosures of the terms of conversion or exchange are made in the draft offer document. Provided further that the requirement of holding equity shares for a period of one year shall not apply:
a) in case of an offer for sale of a government company or statutory authority or corporation or any special purpose vehicle set up and controlled by any one or more of them, which is engaged in the infrastructure sector;

36[b) if the equity shares or equity shares arising out of conversion of fully paid-up compulsorily convertible securities are offered for sale where such equity shares or fully paid-up compulsorily convertible securities were acquired pursuant to any scheme approved by a High Court or approved by a Tribunal or the Central Government under sections 230 to 234 of the Companies Act, 2013, as applicable, in lieu of business and invested capital, which had been in existence for a period of more than one year prior to approval of such scheme;] c) if the equity shares offered for sale were issued under a bonus issue on securities held for a period of at least one year prior to the filing of the draft offer document with the Board and further subject to the following:
(i) such specified securities being issued out of free reserves and share premium existing in the books of account as at the end of the financial year preceding the financial year in which the draft offer document is filed with the Board; and (ii) such equity shares not being issued by utilisation of revaluation reserves or unrealized profits of the issuer. 37[Additional conditions for an offer for sale for issues under sub-regulation (2) of regulation 6 8A. For issues where draft offer document is filed under sub-regulation (2) of regulation 6 of these regulations:
a. shares offered for sale to the public by shareholder(s) holding, individually or with persons acting in concert, more than twenty per cent of pre-issue shareholding of the issuer based on fully diluted basis, shall not exceed more than fifty per cent of their pre-issue shareholding on fully diluted basis; b. shares offered for sale to the public by shareholder(s) holding, individually or with persons acting in concert, less than twenty per cent of pre-issue shareholding of the issuer based on fully diluted basis, shall not exceed more than ten per cent of pre-issue shareholding of the issuer on fully diluted basis;
c. for shareholder(s) holding, individually or with persons acting in concert, more than
twenty per cent of pre-issue shareholding of the issuer based on fully diluted basis, provisions of lock-in as specified under regulation 17 of these regulations shall be 36 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its substitution, clause b) read as under,- “b) if the equity shares offered for sale were acquired pursuant to any scheme approved by a High Court or approved by a tribunal or the Central Government under the sections 230 to 234 of Companies Act, 2013, as applicable, in lieu of business and invested capital which had been in existence for a period of more than one year prior to approval of such scheme;” 37 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

applicable, and relaxation from lock-in as provided under clause (c) of regulation 17 of these regulations shall not be applicable.] 38[Explanation.- The limits set out in (a) and (b) above shall be calculated with reference to the shareholding as on the date of filing of the draft offer document and shall apply cumulatively to the total number of shares offered for sale to the public and any secondary sale transactions prior to the issue.]
PART II: ISSUE OF CONVERTIBLE DEBT INSTRUMENTS AND WARRANTS
Eligibility requirements for issue of convertible debt instruments
9. An issuer shall be eligible to make an initial public offer of convertible debt instruments even
without making a prior public issue of its equity shares and listing thereof. Provided that it is not in default of payment of interest or repayment of principal amount in respect of debt instruments issued by it to the public, if any, for a period of more than six months. Additional requirements for issue of convertible debt instruments
10. (1) In addition to other requirements laid down in these regulations, an issuer making an
initial public offer of convertible debt instruments shall also comply with the following conditions:
(a) it has obtained credit rating from at least one credit rating agency; (b) it has appointed at least one debenture trustee in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993; (c) it shall create a debenture redemption reserve in accordance with the provisions of the Companies Act, 2013 and rules made thereunder; (d) if the issuer proposes to create a charge or security on its assets in respect of secured convertible debt instruments, it shall ensure that:
(i) such assets are sufficient to discharge the principal amount at all times; (ii) such assets are free from any encumbrance; (iii) where security is already created on such assets in favour of any existing lender or security trustee or the issue of convertible debt instruments is proposed to be secured by creation of security on a leasehold land, the consent of such lender or security trustee or 38 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

lessor for a second or pari passu charge has been obtained and submitted to the debenture trustee before the opening of the issue; (iv) the security or asset cover shall be arrived at after reduction of the liabilities having a first or prior charge, in case the convertible debt instruments are secured by a second or subsequent charge. (2) The issuer shall redeem the convertible debt instruments in terms of the offer document. Conversion of optionally convertible debt instruments into equity shares
11. (1) The issuer shall not convert its optionally convertible debt instruments into equity shares
unless the holders of such convertible debt instruments have sent their positive consent to the issuer and non-receipt of reply to any notice sent by the issuer for this purpose shall not be construed as consent for conversion of any convertible debt instruments. (2) Where the value of the convertible portion of any listed convertible debt instruments issued by an issuer exceeds ten crore rupees and the issuer has not determined the conversion price of such convertible debt instruments at the time of making the issue, the holders of such convertible debt instruments shall be given the option of not converting the convertible portion into equity shares:
Provided that where the upper limit on the price of such convertible debt instruments and justification thereon is determined and disclosed to the investors at the time of making the issue, it shall not be necessary to give such option to the holders of the convertible debt instruments for converting the convertible portion into equity share capital within the said upper limit. (3) Where an option is to be given to the holders of the convertible debt instruments in terms of sub-regulation (2) and if one or more of such holders do not exercise the option to convert the instruments into equity share capital at a price determined in the general meeting of the shareholders, the issuer shall redeem that part of the instruments within one month from the last date by which option is to be exercised, at a price which shall not be less than its face value. (4) The provision of sub-regulation (2) shall not apply if such redemption is as per the disclosures made in the offer document. Issue of convertible debt instruments for financing
12. An issuer shall not issue convertible debt instruments for financing or for providing loans to or
for acquiring shares of any person who is part of the promoter group or group companies:
Provided that an issuer shall be eligible to issue fully convertible debt instruments for these purposes if the period of conversion of such debt instruments is less than eighteen months from the date of issue of such debt instruments.

Issue of warrants
13. An issuer shall be eligible to issue warrants in an initial public offer subject to the following:
a) the tenure of such warrants shall not exceed eighteen months from the date of their allotment in the initial public offer; b) a specified security may have one or more warrants attached to it; c) the price or formula for determination of exercise price of the warrants shall be determined upfront and disclosed in the offer document and at least twenty-five per cent. of the consideration amount based on the exercise price shall also be received upfront; Provided that in case the exercise price of warrants is based on a formula, twenty-five per cent. consideration amount based on the cap price of the price band determined for the linked equity shares or convertible securities shall be received upfront. d) in case the warrant holder does not exercise the option to take equity shares against any of the warrants held by the warrant holder, within three months from the date of payment of consideration, such consideration made in respect of such warrants shall be forfeited by the issuer.
PART III: PROMOTERS’ CONTRIBUTION
Minimum promoters’ contribution
14. (1) The promoters of the issuer shall hold at least twenty per cent. of the post-issue capital:
Provided that in case the post-issue shareholding of the promoters is less than twenty per cent., alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India 39[or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)] may contribute to meet the shortfall in minimum contribution as specified for the promoters, subject to a maximum of ten per cent. of the post-issue capital without being identified as promoter(s). Provided further that the requirement of minimum promoters’ contribution shall not apply in case an issuer does not have any identifiable promoter. (2) The minimum promoters’ contribution shall be as follows:
39 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

a) the promoters shall contribute twenty per cent. as stipulated in sub-regulation (1), as the case may be, either by way of equity shares40[, including SR equity shares held, if any,] or by way of subscription to convertible securities:
Provided that if the price of the equity shares allotted pursuant to conversion is not pre-determined and not disclosed in the offer document, the promoters shall contribute only by way of subscription to the convertible securities being issued in the public issue and shall undertake in writing to subscribe to the equity shares pursuant to conversion of such securities. b) in case of any issue of convertible securities which are convertible or exchangeable on different dates and if the promoters’ contribution is by way of equity shares (conversion price being pre-determined), such contribution shall not be at a price lower than the weighted average price of the equity share capital arising out of conversion of such securities. c) subject to the provisions of clause (a) and (b) above, in case of an initial public offer of convertible debt instruments without a prior public issue of equity shares, the promoters shall bring in a contribution of at least twenty per cent. of the project cost in the form of equity shares, subject to contributing at least twenty per cent. of the issue size from their own funds in the form of equity shares:
Provided that if the project is to be implemented in stages, the promoters’ contribution shall be with respect to total equity participation till the respective stage vis-à-vis the debt raised or proposed to be raised through the public issue. (3) The promoters shall satisfy the requirements of this regulation at least one day prior to the date of opening of the issue. (4) In case the promoters have to subscribe to equity shares or convertible securities towards minimum promoters’ contribution, the amount of promoters’ contribution shall be kept in an escrow account with a scheduled commercial bank, which shall be released to the issuer along with the release of the issue proceeds:
Provided that where the promoters’ contribution has already been brought in and utilised, the issuer shall give the cash flow statement disclosing the use of such funds in the offer document; Provided further that where the minimum promoters’ contribution is more than one hundred crore rupees and the initial public offer is for partly paid shares, the promoters shall bring in at least one hundred crore rupees before the date of opening of the issue and the remaining amount may be brought on a pro-rata basis before the calls are made to the public. 40 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

Explanation: For the purpose of this regulation:
(I) Promoters’ contribution shall be computed on the basis of the post-issue expanded capital:
(a) assuming full proposed conversion of convertible securities into equity shares; (b) assuming exercise of all vested options, where any employee stock options 41[or stock appreciation rights] are outstanding at the time of initial public offer in terms of proviso (a) to sub-regulation (2) of regulation 5. (II) For computation of “weighted average price”:
(a) “weight” means the number of equity shares arising out of conversion of such specified securities into equity shares at various stages; (b) “price” means the price of equity shares on conversion arrived at after taking into account the predetermined conversion price at various stages. Securities ineligible for minimum promoters’ contribution
15. (1) For the computation of minimum promoters’ contribution, the following specified
securities shall not be eligible:
(a) specified securities acquired during the preceding three years, if these are:
(i) acquired for consideration other than cash and revaluation of assets or capitalisation of intangible assets is involved in such transaction; or (ii) resulting from a bonus issue by utilisation of revaluation reserves or unrealised profits of the issuer or from bonus issue against equity shares which are ineligible for minimum promoters’ contribution; (b) specified securities acquired by the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India 42[or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or nonindividual) forming part of promoter group other than the promoter(s)], during the preceding one year at a price lower than the price at which specified securities are being offered to the public in the initial public offer:
Provided that nothing contained in this clause shall apply:
41 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 42 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

(i) 43[if the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India] 44[or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or nonindividual) forming part of promoter group other than the promoter(s)], as applicable, pay to the issuer the difference between the price at which the specified securities are offered in the initial public offer and the price at which the specified securities had been acquired; (ii) if such specified securities are acquired in terms of the scheme under 45[*] sections 230 to 234 of the Companies Act, 2013, as approved by a High Court or a tribunal or the Central Government, as applicable, by the promoters 46[or alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial, institutions or insurance companies registered with Insurance Regulatory and Development Authority of India or any non-individual public shareholder holding at least five per cent. of the postissue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s), as applicable] in lieu of business and invested capital that had been in existence for a period of more than one year prior to such approval; (iii) to an initial public offer by a government company, statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in the infrastructure sector; 47[(iv) to equity shares arising from the conversion or exchange of fully paid-up compulsorily convertible securities, including depository receipts, that have been held by the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and 43 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “if the promoters and alternative investment funds”. 44 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 45 The words, numbers and symbols “sections 391 to 394 of the Companies Act, 1956 or” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 46 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. 47 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

Development Authority of India or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s), as applicable, for a period of at least one year prior to the filing of the draft offer document and such fully paid-up compulsorily convertible securities are converted or exchanged into equity shares prior to the filing of the offer document (i.e., red herring prospectus in case of a book built issue and prospectus in case of a fixed price issue), provided that full disclosures of the terms of conversion or exchange are made in such draft offer document;] 48[Explanation.- For the purpose of this sub-regulation, it is clarified that the price per share for determining securities ineligible for minimum promoters’ contribution, shall be determined, after adjusting the same for corporate actions such as share split, bonus issue, etc. undertaken by the issuer;] (c) specified securities allotted to 49[the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India] 50[or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or nonindividual) forming part of promoter group other than the promoter(s)] during the preceding one year at a price less than the issue price, against funds brought in by them during that period, in case of an issuer formed by conversion of one or more partnership firms or limited liability partnerships, where the partners of the erstwhile partnership firms or limited liability partnerships are the promoters of the issuer and there is no change in the management:
Provided that specified securities, allotted to the promoters against the capital existing in such firms for a period of more than one year on a continuous basis, shall be eligible; (d) specified securities pledged with any creditor. 48 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 49 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “the promoters and alternative investment funds”. 50 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

(2) Specified securities referred to in clauses (a) and (c) of sub-regulation (1) shall be eligible for the computation of promoters’ contribution if such securities are acquired pursuant to a scheme which has been approved by a High Court 51[*] approved by a tribunal or the Central Government under sections 230 to 234 of the Companies Act, 2013.
PART IV: LOCK-IN AND RESTRICTIONS ON TRANSFERABILITY
Lock-in of specified securities held by the promoters
16. 52[(1)] The specified securities held by the promoters shall not be transferable (hereinafter
referred to as “lock-in”) for the periods as stipulated hereunder:
a) minimum promoters’ contribution including contribution made by alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India 53[or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)] referred to in proviso to sub-regulation (1) of regulation 14, shall be locked-in for a period of 54[eighteen months from the date of allotment in the initial public offer:] 55[ Provided that in case the majority of the issue proceeds excluding the portion of offer for sale is proposed to be utilized for capital expenditure, then the lock-in period shall be three years from the date of allotment in the initial public offer.] b) promoters’ holding in excess of minimum promoters’ contribution shall be locked-in for a period of 56[six months] from the date of allotment in the initial public offer. 57[ Provided that in case the majority of the issue proceeds excluding the portion of offer for sale is proposed to be utilized for capital expenditure, then the lock-in period shall be one year from the date of allotment in the initial public offer.] 51 The words, symbol and numbers “under the sections 391 to 394 of the Companies Act, 1956” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 52 Re-numbered by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019. 53 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 54 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words “three years from the date of commencement of commercial production or date of allotment in the initial public offer, whichever is later;” 55 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. 56 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words “one year”.

58[Explanation: For the purpose of this sub-regulation, “capital expenditure” shall include civil work, miscellaneous fixed assets, purchase of land, building and plant and machinery, etc. 59[and repayment of existing loan(s) that may have been taken for the purpose of such capital expenditure.]] 60[(2) The SR equity shares shall be under lock-in until conversion into equity shares having voting rights same as that of ordinary shares or shall be locked-in for a period specified in subregulations (1), whichever is later.] Lock-in of specified securities held by persons other than the promoters
17. The entire pre-issue capital held by persons other than the promoters shall be locked-in for a
period of 61[six months] from the date of allotment in the initial public offer:
Provided that nothing contained in this regulation shall apply to:
a) equity shares allotted to employees, whether currently an employee or not, under an employee stock option or employee stock purchase scheme 62[or a stock appreciation right scheme] of the issuer prior to the initial public offer, if the issuer has made full disclosures with respect to such options or scheme in accordance with Part A of Schedule VI; b) equity shares held by an employee stock option trust or transferred to the employees by an employee stock option trust pursuant to exercise of options by the employees, whether currently employees or not, in accordance with the employee stock option plan or employee stock purchase scheme 63[or a stock appreciation rights scheme]. 57 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. 58 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. Prior to the substitution, the Explanation read as follows – “Explanation: For the purposes of this clause, the expression "date of commencement of commercial production" means the last date of the month in which commercial production of the project in respect of which the funds raised are proposed to be utilised as stated in the offer document, is expected to commence.” 59 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 60 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019. 61 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words “one year”. 62 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 63 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

Provided that the equity shares allotted to the employees shall be subject to the provisions of lock-in as specified under the 64[Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021]. c) equity shares held by a venture capital fund or alternative investment fund of category I or Category II or a foreign venture capital investor:
Provided that such equity shares shall be locked in for a period of at least 65[six months] from the date of purchase by the venture capital fund or alternative investment fund 66[of Category I or Category II] or foreign venture capital investor. Explanation:
67[(i)] For the purpose of clause (c), in case such equity shares have resulted pursuant to conversion of fully paid-up compulsorily convertible securities, the holding period of such convertible securities as well as that of resultant equity shares together shall be considered for the purpose of calculation of 68[six months period] and convertible securities shall be deemed to be fully paid-up, if the entire consideration payable thereon has been paid and no further consideration is payable at the time of their conversion. 69[(ii) For the purpose of clause (c), in case such equity shares have resulted pursuant to a bonus issue, then the holding period of such equity shares against which the bonus issue is made as well as holding period of resultant bonus equity shares together shall be considered for the purpose of calculation of six months period, subject to the following:
(a) that the bonus shares being issued out of free reserves and share premium existing in the books of account as at the end of the financial year preceding the financial year in which the draft offer document is filed with the Board; and 64 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 for the words and symbols “Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014”. 65 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words “one year”. 66 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 67 Numbered as “(i)” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 68 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “one year period”. 69 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

(b) that the bonus shares not being issued by utilisation of revaluation reserves or unrealized profits of the issuer.] 70[(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.] Lock-in of specified securities lent to stabilising agent under the green shoe option
18. The lock-in provisions shall not apply with respect to the specified securities lent to
stabilising agent for the purpose of green shoe option, during the period starting from the date of lending of such specified securities and ending on the date on which they are returned to the lender in terms of sub-regulation (5) or (6) of regulation 57:
Provided that the specified securities shall be locked-in for the remaining period from the date on which they are returned to the lender. Lock-in of party-paid securities
19. If the specified securities which are subject to lock-in are partly paid-up and the amount
called-up on such specified securities is less than the amount called-up on the specified securities issued to the public, the lock-in shall end only on the expiry of three years after such specified securities have become pari passu with the specified securities issued to the public. Inscription or recording of non-transferability
20. The certificates of specified securities which are subject to lock-in shall contain the
inscription “non-transferable” and specify the lock-in period and in case such specified securities are dematerialised, the issuer shall ensure that the lock-in is recorded by the depository. Pledge of locked-in specified securities
21. Specified securities71[, except SR equity shares,] held by the promoters and locked-in may be
pledged as a collateral security for a loan granted by a scheduled commercial bank or a public 70 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 71 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

financial institution or a systemically important non-banking finance company or a housing finance company, subject to the following:
a) if the specified securities are locked-in in terms of clause (a) of regulation 16, the loan has been granted to the issuer company or its subsidiary(ies) for the purpose of financing one or more of the objects of the issue and pledge of specified securities is one of the terms of sanction of the loan; b) if the specified securities are locked-in in terms of clause (b) of regulation 16 and the pledge of specified securities is one of the terms of sanction of the loan. Provided that such lock-in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible to transfer the specified securities till the lock-in period stipulated in these regulations has expired. Transferability of locked-in specified securities
22. Subject to the provisions of Securities and Exchange Board of India (Substantial Acquisition
of shares and Takeovers) Regulations, 2011, the specified securities72[, except SR equity shares,] held by the promoters and locked-in as per regulation 16, may be transferred to another promoter or any person of the promoter group or a new promoter and the specified securities held by persons other than the promoters and locked-in as per regulation 17, may be transferred to any other person holding the specified securities which are locked-in along with the securities proposed to be transferred:
Provided that the lock-in on such specified securities shall continue for the remaining period with the transferee and such transferee shall not be eligible to transfer them till the lock-in period stipulated in these regulations has expired.
PART V: APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND
COMPLIANCE OFFICER
23. (1) The issuer shall appoint one or more merchant bankers, which are registered with the
Board, as lead manager(s) to the issue.
(2) Where the issue is managed by more than one lead manager, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each lead manager shall be predetermined and be disclosed in the draft offer document and the offer document as specified in Schedule I. 72 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

(3) At least one lead manager to the issue shall not be an associate (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) of the issuer and if any of the lead manager is an associate of the issuer, it shall disclose itself as an associate of the issuer and its role shall be limited to marketing of the issue. (4) The issuer shall, in consultation with the lead manager(s), appoint other intermediaries which are registered with the Board after the lead manager(s) have independently assessed the capability of other intermediaries to carry out their obligations. (5) The issuer shall enter into an agreement with the lead manager(s) in the format specified in
Schedule II and enter into agreements with other intermediaries as required under the respective
regulations applicable to the intermediary concerned:
Provided that such agreements may include such other clauses as the issuer and the intermediaries may deem fit without diminishing or limiting in any way the liabilities and obligations of the lead manager(s), other intermediaries and the issuer under the Act, the Companies Act, 2013 73[*], the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder or any statutory modification or statutory enactment thereof:
Provided further that in case of ASBA process, the issuer shall take cognisance of the deemed agreement of the issuer with the self-certified syndicate banks. (6) The issuer shall, in case of an issue made through the book building process, appoint syndicate member(s) and in the case of any other issue, appoint bankers to issue, at centres in the manner specified in Schedule XII. (7) The issuer shall appoint a registrar to the issue, registered with the Board, which has connectivity with all the depositories:
Provided that if the issuer itself is a registrar, it shall not appoint itself as registrar to the issue; Provided further that the lead manager shall not act as a registrar to the issue in which it is also handling the post-issue responsibilities. (8) The issuer shall appoint a 74[person qualified to be a company secretary as the] compliance officer who shall be responsible for monitoring the compliance of the securities laws and for redressal of investors’ grievances. 73 The words, numbers and symbols “or the Companies Act, 1956 (to the extent applicable)” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 74 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

PART VI: DISCLOSURES IN AND FILING OF OFFER DOCUMENTS
Disclosures in the draft offer document and offer document
24. (1) The draft offer document and offer document shall contain all material disclosures which
are true and adequate to enable the applicants to take an informed investment decision. (2) Without prejudice to the generality of sub-regulation (1), the red-herring prospectus, and prospectus shall contain:
(a) disclosures specified in the Companies Act, 2013 and; (b) disclosures specified in Part A of Schedule VI . (3) The lead manager(s) shall exercise due diligence and satisfy themselves about all aspects of the issue including the veracity and adequacy of disclosure in the draft offer document and the offer document. (4) The lead manager(s) shall call upon the issuer, its promoters and its directors or in case of an offer for sale, also the selling shareholders, to fulfil their obligations as disclosed by them in the draft offer document and the offer document and as required in terms of these regulations. (5) The lead manager(s) shall ensure that the information contained in the draft offer document and offer document and the particulars as per restated audited financial statements in the offer document are not more than six months old from the issue opening date. Filing of the draft offer document and offer document
25. (1) Prior to making an initial public offer, the issuer shall file three copies of the draft offer
document 75[with the Board], in accordance with Schedule IV, along with fees as specified in
Schedule III, through the lead manager(s).
(2) The lead manager(s) shall submit the following to the Board along with the draft offer document:
a) a certificate, confirming that an agreement has been entered into between the issuer and the lead manager(s); b) a due diligence certificate as per Form A of Schedule V; c) in case of an issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule V; (3) The issuer shall also file the draft offer document with the stock exchange(s) where the specified securities are proposed to be listed, and submit to the stock exchange(s), the Permanent 75 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022 for the words “with the concerned regional office of the Board under the jurisdiction of which the registered office of the issuer company is located”.

Account Number, bank account number and passport number of its promoters where they are individuals, and Permanent Account Number, bank account number, company registration number or equivalent and the address of the Registrar of Companies with which the promoter is registered, where the promoter is a body corporate. (4) The Board may specify changes or issue observations, if any, on the draft offer document within thirty days from the later of the following dates:
a) the date of receipt of the draft offer document under sub-regulation (1); or b) the date of receipt of satisfactory reply from the lead manager(s), where the Board has sought any clarification or additional information from them; or c) the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or d) the date of receipt of a copy of in-principle approval letter issued by the stock exchange(s). (5) If the Board specifies any changes or issues observations on the draft offer document, the issuer and lead manager(s) shall carry out such changes in the draft offer document and shall submit to the Board an updated draft offer document complying with the observations issued by the Board and highlighting all changes made in the draft offer document and before 76[*] filing the offer documents with the Registrar of Companies or an appropriate authority, as applicable. (6) If there are any changes in the draft offer document in relation to the matters specified in
Schedule XVI, an updated offer document or a fresh draft offer document, as the case may be,
shall be filed with the Board along with fees specified in Schedule III.
(7) Copy of the offer documents shall also be filed with the Board and the stock exchange(s) through the lead manager(s) promptly after 77[filing] the offer documents with Registrar of Companies. (8) The draft offer document and the offer document shall also be furnished to the Board in a soft copy. (9) The lead manager(s) shall submit the following documents to the Board after issuance of observations by the Board or after expiry of the period stipulated in sub-regulation (4) of regulation 25 if the Board has not issued observations:
a) a statement certifying that all changes, suggestions and observations made by the Board have been incorporated in the offer document; 76 Word “registering or” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020. 77 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”.

b) a due diligence certificate as per Form C of Schedule V, at the time of 78[filing] of the offer document; c) a copy of the resolution passed by the board of directors of the issuer for allotting specified securities to promoter(s) towards amount received against promoters’ contribution, before opening of the issue; d) a certificate from a statutory auditor, before opening of the issue, certifying that promoters’ contribution has been received in accordance with these regulations, accompanying therewith the names and addresses of the promoters who have contributed to the promoters’ contribution and the amount paid and credited to the issuer’s bank account by each of them towards such contribution; e) a due diligence certificate as per Form D of Schedule V, in the event the issuer has made a disclosure of any material development by issuing a public notice pursuant to para 4 of
Schedule IX.
Draft offer document and offer document to be available to the public
26. (1) The draft offer document filed with the Board shall be made public for comments, if any,
for a period of at least twenty one days from the date of 79[publication of the public announcement under sub-regulation (2)], by hosting it on the websites of 80[the issuer,] the Board, stock exchanges where specified securities are proposed to be listed and lead manager(s) associated with the issue. (2) The issuer shall, within two 81[working] days of filing the draft offer document with the Board, make a public announcement in one English national daily newspaper with wide circulation, one 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, disclosing the fact of filing of the draft offer document with the Board and inviting the public to provide their comments to the Board, the issuer or the lead manager(s) in respect of the disclosures made in the draft offer document. (3) The lead manager(s) shall, after expiry of the period stipulated in sub-regulation (1), file with the Board, details of the comments received by them or the issuer from the public, on the draft 78 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 79 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f. 08.03.2025 for the word “filing”. 80 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023. 81 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

offer document, during that period and the consequential changes, if any, that are required to be made in the draft offer document. (4) The issuer and the lead manager(s) shall ensure that the offer documents are hosted on the websites as required under these regulations and its contents are the same as the versions as filed with the Registrar of Companies, Board and the stock exchanges, as applicable. (5) The lead manager(s) and the stock exchanges shall provide copies of the offer document to the public as and when requested and may charge a reasonable sum for providing a copy of the same.
PART VII - PRICING
Face value of equity shares
27. The disclosure about the face value of equity shares shall be made in the draft offer document,
offer document, advertisements and application forms, along with the price band or the issue price in identical font size. Pricing
28. (1) The issuer may determine the price of equity shares, and in case of convertible securities, the
coupon rate and the conversion price, in consultation with the lead manager(s) or through the book building process, as the case may be. (2) The issuer shall undertake the book building process in the manner specified in Schedule XIII. Price and price band
29. (1) The issuer may mention a price or a price band in the offer document (in case of a fixed price
issue) and a floor price or a price band in the red herring prospectus (in case of a book built issue) and determine the price at a later date before 82[filing] the prospectus with the Registrar of Companies:
Provided that the prospectus 83[filed] with the Registrar of Companies shall contain only one price or the specific coupon rate, as the case may be. 82 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 83 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registered”.

(2) The cap on the price band, and the coupon rate in case of convertible debt instruments, shall be less than or equal to one hundred and twenty per cent. of the floor price. 84[Provided that the cap of the price band shall be at least one hundred and five percent of the floor price.] (3) The floor price or the final price shall not be less than the face value of the specified securities. 85[(4) The issuer shall announce the floor price or the price band at least two working days before the opening of the issue 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 26 was published.] (5) The announcement referred to in sub-regulation (4) shall contain relevant financial ratios computed for both upper and lower end of the price band and also a statement drawing attention of the investors to the section titled “basis of issue price” of the offer document. (6) The announcement referred to in sub-regulation (4) and the relevant financial ratios referred to in sub-regulation (5) shall be disclosed on the websites of the stock exchange(s) and shall also be pre-filled in the application forms to be made available on the websites of the stock exchange(s). Differential pricing
30. (1) The issuer may offer its specified securities at different prices, subject to the following:
a) retail individual investors or retail individual shareholders or employees entitled for reservation made under regulation 33 may be offered specified securities at a price not lower than by more than ten per cent. of the price at which net offer is made to other categories of applicants, excluding anchor investors; b) in case of a book built issue, the price of the specified securities offered to the anchor investors shall not be lower than the price offered to other applicants; c) In case the issuer opts for the alternate method of book building in terms of Part D of
Schedule XIII, the issuer may offer the specified securities to its employees at a price not
lower than by more than ten per cent. of the floor price.
84 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 85 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (4) read as under,- “(4) Where the issuer opts not to make the disclosure of the floor price or price band in the red herring prospectus, the issuer shall announce the floor price or the price band at least two working days before the opening of the issue in the same newspapers in which the pre-issue advertisement was released or together with the pre-issue advertisement in the format prescribed under Part A of Schedule X.”

(2) Discount, if any, shall be expressed in rupee terms in the offer document.
PART VIII: ISSUANCE CONDITIONS AND PROCEDURE
Minimum offer to public
31. The minimum offer to the public shall be subject to the provisions of clause (b) of sub-rule (2)
of rule 19 of Securities Contracts (Regulations) Rules, 1957.
Allocation in the net offer
32. (1) In an issue made through the book building process under sub-regulation (1) of regulation 6
the allocation in the net offer category shall be as follows:
(a) not less than thirty five per cent. to retail individual investors; (b) not less than fifteen per cent. to non-institutional investors; (c) not more than fifty per cent. to qualified institutional buyers, five per cent. of which shall be allocated to mutual funds:
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in any other category:
Provided further that in addition to five per cent. allocation available in terms of clause (c), mutual funds shall be eligible for allocation under the balance available for qualified institutional buyers. (2) In an issue made through the book building process under sub-regulation (2) of regulation 6, the allocation in the net offer category shall be as follows:
(a) not more than ten per cent. to retail individual investors; (b) not more than fifteen per cent. to non-institutional investors; (c) not less than seventy five per cent. to qualified institutional buyers, five per cent. of which shall be allocated to mutual funds Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in the other category:
Provided further that in addition to five per cent. allocation available in terms of clause (c), mutual funds shall be eligible for allocation under the balance available for qualified institutional buyers. (3) In an issue made through the book building process, the issuer may allocate up to sixty per cent. of the portion available for allocation to qualified institutional buyers to anchor investors in accordance with the conditions specified in this regard in Schedule XIII.

86[(3A) 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 application size of more than two lakh rupees and up to ten lakh rupees; (b) two third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than ten lakh rupees:
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the other sub-category of non-institutional investors.] (4) In an issue made other than through the book building process, the allocation in the net offer category shall be made as follows:
i) minimum fifty per cent. to retail individual investors; and ii) remaining to:
87[(a)] individual applicants other than retail individual investors; and 88[(b)] other investors including corporate bodies or institutions, irrespective of the number of specified securities applied for; Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in the other category. Explanation: For the purpose of sub-regulation (4), if the retail individual investor category is entitled to more than fifty per cent. of the issue size on a proportionate basis, the retail individual investors shall be allocated that higher percentage. Reservation on a competitive basis
33. (1) The issuer may make reservations on a competitive basis out of the issue size excluding
promoters’ contribution in favour of the following categories of persons:
a) employees; b) shareholders (other than promoters and promoter group) of listed subsidiaries or listed promoter companies. 86 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f.
1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second
Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022. 87 Sub-clause “(i)” renumbered as sub-clause “(a)” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 88 Sub-clause “(ii)” renumbered as sub-clause “(b)” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

Provided that the issuer shall not make any reservation for the lead manager(s), registrar, syndicate member(s), their promoters, directors and employees and for the group or associate companies (as defined under the Companies Act, 2013) of the lead manager(s), registrar and syndicate member(s) and their promoters, directors and employees. (2) The reservations on a competitive basis shall be subject to the following conditions:
a) the aggregate of reservations for employees shall not exceed five per cent. of the post-issue capital of the issuer and the value of allotment to any employee shall not exceed two lakhs rupees:
Provided that in the event of under-subscription in the employee reservation portion, the unsubscribed portion may be allotted on a proportionate basis, for a value in excess of two lakhs rupees, subject to the total allotment to an employee not exceeding five lakhs rupees. b) reservation for shareholders shall not exceed ten per cent. of the issue size; c) no further application for subscription in the net offer can be made by persons (except an employee and retail individual shareholder) in favour of whom reservation on a competitive basis is made; d) any unsubscribed portion in any reserved category may be added to any other reserved category and the unsubscribed portion, if any, after such inter-se adjustments among the reserved categories shall be added to the net offer category; e) in case of under-subscription in the net offer category, spill-over to the extent of undersubscription shall be permitted from the reserved category to the net offer. (3) An applicant in any reserved category may make an application for any number of specified securities, but not exceeding the reserved portion for that category. Abridged prospectus
34. (1) The abridged prospectus shall contain the disclosures as specified in Part E of Schedule
VI and shall not contain any matter extraneous to the contents of the offer document. (2) Every application form distributed by the issuer or any other person in relation to an issue shall be accompanied by a copy of the abridged prospectus. ASBA
35. The issuer shall accept bids using only the ASBA facility in the manner specified by the
Board.

Availability of issue material
36. The lead manager(s) shall ensure availability of the offer document and other issue material
including application forms to stock exchanges, syndicate members, registrar to issue, registrar and share transfer agents, depository participants, stock brokers, underwriters, bankers to the issue, and self certified syndicate banks before the opening of the issue. Prohibition on payment of incentives
37. Any person connected with the issue shall not offer any incentive, whether direct or indirect, in
any manner, whether in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for services rendered in relation to the issue. 89[*] IPO grading
39. The issuer may obtain grading for its initial public offer from one or more credit rating
agencies registered with the Board.
90[Underwriting
89 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. Prior to its omission, Regulation 38 read as follows- “Security deposit
38. (1) The issuer shall, before the opening of the subscription list, deposit with the designated stock
exchange, an amount calculated at the rate of one per cent. of the issue size available for subscription to the public in the manner specified by Board and/or stock exchange(s). (2) The amount specified in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board.” 90 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023. Prior to its substitution, regulation 40 read as follows,- “Underwriting
40. (1) If the issuer making an initial public offer, other than through the book building process, desires to
have the issue underwritten, it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters. (2) If the issuer makes a public issue through the book building process, a) the issue shall be underwritten by lead manager(s) and syndicate member(s):
Provided that at least seventy five per cent. of the net offer proposed to be compulsorily allotted to qualified institutional buyers for the purpose of compliance of the eligibility conditions specified in sub-regulation (2) of regulation 6, cannot be underwritten. b) the issuer shall, prior to filing the prospectus, enter into underwriting agreement with the lead manager(s) and syndicate member(s), indicating therein the number of specified securities which they shall subscribe to at the predetermined price in the event of under-subscription in the issue. c) if the syndicate member(s) fail to fulfil their underwriting obligations, the lead manager(s) shall fulfil the underwriting obligations. d) the lead manager(s) and syndicate member(s) shall not subscribe to the issue in any manner except for fulfilling their underwriting obligations.

(1) If the issuer making an initial public offer, other than through the book building process,
desires to have the issue underwritten to cover under-subscription in the issue, it shall, prior to the filing of the prospectus, enter into an underwriting agreement with the merchant bankers or stock brokers registered with the Board to act as underwriters, indicating therein the maximum number of specified securities they shall subscribe to, either by themselves or by procuring subscription, at a predetermined price which shall not be less than the issue price, and shall disclose the fact of such underwriting agreement in the prospectus.

(2) The issuer making an initial public offer, other than through the book building process, shall, prior to the filing of the prospectus, enter into an underwriting agreement with the merchant bankers or stock brokers registered with the Board to act as underwriters, indicating therein the number of specified securities they shall subscribe to on account of rejection of applications, either by themselves or by procuring subscription, at a predetermined price which shall not be less than the issue price, and shall disclose the fact of such underwriting agreement in the prospectus.

(3) If the issuer makes a public issue through the book building process:
(a) the issue shall be underwritten by lead manager(s) and syndicate member(s):
Provided that at least seventy five per cent. of the net offer proposed to be compulsorily allotted to qualified institutional buyers for the purpose of compliance of the eligibility conditions specified in sub-regulation (2) of regulation 6 shall not be underwritten. (b) the issuer shall, prior to the filing of the prospectus, enter into an underwriting agreement with the lead manager(s) and syndicate member(s), indicating therein the number of specified securities they shall subscribe to on account of rejection of bids, either by themselves or by procuring subscription, at a price which shall not be less than the issue price, and shall disclose the fact of such underwriting agreement in the prospectus. (c) if the issuer desires to have the issue underwritten to cover under-subscription in the issue, it shall, prior to the filing of the red herring prospectus, enter into an underwriting agreement with the lead manager(s) and syndicate member(s) to act as underwriters, indicating therein the maximum number of specified securities they shall subscribe to, either by themselves or e) in case of every underwritten issue, the lead manager(s) shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. f) where the issue is required to be underwritten, the underwriting obligations should at least to the extent of minimum subscription.”

by procuring subscription, at a price which shall not be less than the issue price, and shall disclose the fact of such underwriting agreement in the red herring prospectus. (d) if the syndicate member(s) fail to fulfil their underwriting obligations, the lead manager(s) shall fulfil the underwriting obligations. (e) the lead manager(s) and syndicate member(s) shall not subscribe to the issue in any manner except for fulfilling their underwriting obligations. (f) in case of every underwritten issue, the lead manager(s) shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. (g) where the issue is required to be underwritten, the underwriting obligations should be at least to the extent of minimum subscription.] Monitoring agency
41. (1) If the issue size, excluding the size of offer for sale by selling shareholders, exceeds one
hundred crore rupees, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a 91[credit rating agency registered with the Board:] Provided that nothing contained in this clause shall apply to an issue of specified securities made by a bank or public financial institution or an insurance company. (2) The monitoring agency shall submit its report to the issuer in the format specified in
Schedule XI on a quarterly basis, till 92[hundred per cent]. of the proceeds of the issue 93[*]
have been utilised.
(3) The board of directors and the management of the issuer shall provide their comments on the findings of the monitoring agency as specified in Schedule XI. (4) The issuer shall, within forty five days from the end of each quarter, publicly disseminate the report of the monitoring agency by uploading the same on its website as well as submitting the same to the stock exchange(s) on which its equity shares are listed. 91 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbol “public financial institution or by a scheduled commercial bank named in the offer document as bankers of the issuer:”. 92 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “at least ninety five per cent”. 93 The words and symbols “, excluding the proceeds raised for general corporate purposes,” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

Public communications, publicity materials, advertisements and research reports
42. All public communication, publicity materials, advertisements and research reports shall
comply with the provisions of Schedule IX.
Issue-related advertisements
43. 94[(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 26 was published.] (2) The pre-issue 95[and price band] advertisement shall be in the format and shall contain the disclosures specified in Part A of Schedule X. 96[*] (3) The issuer may release advertisements for issue opening and issue closing, which shall be in the formats specified in Parts B and C of Schedule X. (4) During the period the issue is open for subscription, no advertisement shall be released giving an impression that the issue has been fully subscribed or oversubscribed or indicating investors’ response to the issue. Opening of the issue 44 . (1) Subject to the compliance with the provisions of the Companies Act, 2013, a public issue may be opened within twelve months from the date of issuance of the observations by the Board under regulation 25; (2) An issue shall be opened after at least three working days from the date of 97[filing], the red herring prospectus, in case of a book built issue and the prospectus, in case of a fixed price issue, with the Registrar of Companies. 94 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (1) read as under,- “(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 advertisement in one English national daily newspaper with wide 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.” 95 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 96 Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f
08.03.2025. Prior to the omission, the proviso read as under:
“Provided that the disclosures in relation to price band or floor price and financial ratios contained therein shall only be applicable where the issuer opts to announce the price band or floor price along with the preissue advertisement pursuant to sub-regulation (4) of regulation 29.”

Minimum subscription
45. (1) The minimum subscription to be received in the issue shall be at least ninety per cent. of
the offer through the offer document, except in case of an offer for sale of specified securities:
Provided that the minimum subscription to be received shall be subject to the allotment of minimum number of specified securities, as prescribed under the Securities Contracts (Regulation) Rules, 1957. (2) In the event of non-receipt of minimum subscription referred to in sub-regulation (1), all application monies received shall be refunded to the applicants forthwith, but not later than 98[four days] from the closure of the issue. Period of subscription
46. (1) Except as otherwise provided in these regulations, an initial public offer shall be kept open
for at least three working days and not more than ten working days.
(2) In case of a revision in the price band, the issuer shall extend the bidding (issue) period disclosed in the red herring prospectus, for a minimum period of three working days, subject to the provisions of sub-regulation (1). (3) In case of force majeure, banking strike or similar 99[unforeseen] circumstances, the issuer may, for reasons to be recorded in writing, extend the bidding (issue) period disclosed in the red herring prospectus (in case of a book built issue) or the issue period disclosed in the prospectus (in case of a fixed price issue), for a minimum period of 100[one working day], subject to the provisions of subregulation (1). Application and minimum application value
47. (1) A person shall not make an application in the net offer category for a number of specified
securities that exceeds the total number of specified securities offered to the public. Provided that the maximum application by non-institutional investors shall not exceed total number of specified securities offered in the issue less total number of specified securities offered in the issue to qualified institutional buyers. 97 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 98 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “fifteen days”. 99 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 100 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024 for the words “three working days”.

(2) The issuer shall stipulate in the offer document the minimum application size in terms of number of specified securities which shall fall within the range of minimum application value of ten thousand rupees to fifteen thousand rupees. (3) The issuer shall invite applications in multiples of the minimum application value, an illustration whereof is given in Part B of Schedule XIV. (4) The minimum sum payable on application per specified security shall be at least twenty five per cent. of the issue price:
Provided that in case of an offer for sale, the full issue price for each specified security shall be payable at the time of application. Explanation: For the purpose of this regulation, “minimum application value” shall be with reference to the issue price of the specified securities and not with reference to the amount payable on application. Manner of calls
48. If the issuer proposes to receive subscription monies in calls, it shall ensure that the outstanding
subscription money is called within twelve months from the date of allotment in the issue and if any applicant fails to pay the call money within the said twelve months, the equity shares on which there are calls in arrears along with the subscription money already paid on such shares shall be forfeited:
Provided that it shall not be necessary to call the outstanding subscription money within twelve months, if the issuer has appointed a monitoring agency in terms of regulation 41. Allotment procedure and basis of allotment
49. (1) The issuer shall not make an allotment pursuant to a public issue if the number of prospective
allottees is less than one thousand.
(2) The issuer shall not make any allotment in excess of the specified securities offered through the offer document except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the designated stock exchange. Provided that in case of oversubscription, an allotment of not more than one per cent. of the net offer to public may be made for the purpose of making allotment in minimum lots. (3) The allotment of specified securities to applicants other than to the retail individual investors 101[, non-institutional investors] and anchor investors shall be on a proportionate basis within the 101 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f.
1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second
Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

respective investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed in the offer document:
Provided that the value of specified securities allotted to any person, except in case of employees, in pursuance of reservation made under clause (a) of sub-regulation (1) or clause (a) of subregulation (2) of regulation 33, shall not exceed two lakhs rupees for retail investors or up to five lakhs rupees for eligible employees. (4) The allotment of specified securities to each retail individual investor shall not be less than the minimum bid lot, subject to the availability of shares in retail individual investor category, and the remaining available shares, if any, shall be allotted on a proportionate basis. 102[(4A) The allotment of specified securities to each non-institutional investor shall not be less than the minimum application size, subject to the availability of shares in non-institutional investors’ category, and the remaining shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of these regulations.] (5) The authorised employees of the designated stock exchange, along with the lead manager(s) and registrars to the issue, shall ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the procedure as specified in Part A of Schedule XIV. Allotment, refund and payment of interest
50. (1) The issuer and lead manager(s) shall ensure that the specified securities are allotted and/or
application monies are refunded or unblocked within such period as may be specified by the Board. (2) The lead manager(s) shall ensure that the allotment, credit of dematerialised securities and refund or unblocking of application monies, as may be applicable, are done electronically. (3) Where the specified securities are not allotted and/or application monies are not refunded or unblocked within the period stipulated in sub-regulation (1) above, the issuer shall undertake to pay interest at the rate of fifteen per cent. per annum to the investors and within such time as disclosed in the offer document and the lead manager(s) shall ensure the same. Post-issue advertisements
51. (1) The lead manager(s) shall ensure that an advertisement giving details relating to
subscription, basis of allotment, number, value and percentage of all applications including 102 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f.
1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second
Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

ASBA, number, value and percentage of successful allottees for all applications including ASBA, date of completion of despatch of refund orders, as applicable, or instructions to self-certified syndicate banks by the registrar, date of credit of specified securities and date of filing of listing application, etc. is released within ten days from the date of completion of the various activities in at least one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation at the place where registered office of the issuer is situated. (2) Details specified in sub regulation (1) shall also be placed on the websites of the stock exchange(s). Post-issue responsibilities of the lead manager(s)
52. (1) The responsibility of the lead manager(s) shall continue until completion of the issue
process and for any issue related matter thereafter.
(2) The lead manager(s) shall regularly monitor redressal of investor grievances arising from any issue related activities. (3) The lead manager(s) shall continue to be responsible for post-issue activities till the applicants have received the securities certificates, credit to their demat account or refund of application monies and the listing agreement is entered into by the issuer with the stock exchange and listing or trading permission is obtained. (4) The lead manager(s) shall be responsible for and co-ordinate with the registrars to the issue and with various intermediaries at regular intervals after the closure of the issue to monitor the flow of applications from syndicate member(s) or collecting bank branches and/ or self-certified syndicate banks, processing of the applications including application form for ASBA and other matters till the basis of allotment is finalised, credit of the specified securities to the demat accounts of the allottees and unblocking of ASBA accounts/ despatch of refund orders are completed and securities are listed, as applicable. (5) Any act of omission or commission on the part of any of the intermediaries noticed by the lead manager(s) shall be duly reported by them to the Board. (6) In case there is a devolvement on the underwriters, the lead manager(s) shall ensure that the notice for devolvement containing the obligation of the underwriters is issued within ten days from the date of closure of the issue. (7) In the case of undersubscribed issues that are underwritten, the lead manager(s) shall furnish information in respect of underwriters who have failed to meet their underwriting devolvement to the Board, in the format specified in Schedule XVIII.

Release of subscription money
53. (1) The lead manager(s) shall confirm to the bankers to the issue by way of copies of listing
and trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue. (2) In case the issuer fails to obtain listing or trading permission from the stock exchanges where the specified securities were to be listed, it shall refund through verifiable means the entire monies received within 103[four days] of receipt of intimation from stock exchanges rejecting the application for listing of specified securities, and if any such money is not repaid within 104[four days] after the issuer becomes liable to repay it, the issuer and every director of the company who is an officer in default shall, on and from the expiry of the 105[fourth day], be jointly and severally liable to repay that money with interest at the rate of fifteen per cent. per annum. (3) The lead manager(s) shall ensure that the monies received in respect of the issue are released to the issuer in compliance with the provisions of Section 40 (3) of the Companies Act, 2013, as applicable. 106 [Reporting of transactions of the promoters and promoter group and other pre-IPO transactions
54. (1) The issuer shall ensure that all transactions in securities by the promoters and promoter group
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).] 103 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “seven days”. 104 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “eight days”. 105 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) 106 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to the substitution, Regulation 54 read as under:
“Reporting of transactions of the promoters and promoter group
54. The issuer shall ensure that all transactions in securities by the promoter and promoter group 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.”

Post-issue reports
55. The lead manager(s) shall submit a final post-issue report as specified in Part A of Schedule
XVII, along with a due diligence certificate as per the format specified in Form F of Schedule V, within seven days of the date of finalization of basis of allotment or within seven days of refund of money in case of failure of issue.
PART IX: MISCELLANEOUS
Restriction on further capital issues
56. An issuer shall not make any further issue of specified securities in any manner whether by way
of public issue, rights issue, preferential issue, qualified institutions placement, issue of bonus shares or otherwise, except pursuant to an employee stock option scheme 107[or a stock appreciation right scheme], during the period between the date of filing the draft offer document and the listing of the specified securities offered through the offer document or refund of application monies, unless full disclosures regarding the total number of specified securities or amount proposed to be raised from such further issue are made in such draft offer document or offer document, as the case may be. Price stabilisation through green shoe option
57. (1) An issuer may provide a green shoe option for stabilising the post listing price of its specified
securities, subject to the following:
a) the issuer has been authorized, by a resolution passed in the general meeting of shareholders approving the public issue, to allot specified securities to the stabilising agent, if required, on the expiry of the stabilisation period; b) the issuer has appointed a lead manager as a stabilising agent, who shall be responsible for the price stabilisation process; c) prior to filing the draft offer document, the issuer and the stabilising agent have entered into an agreement, stating all the terms and conditions relating to the green shoe option including fees charged and expenses to be incurred by the stabilising agent for discharging its responsibilities; d) prior to filing the offer document, the stabilising agent has entered into an agreement with the promoters or pre-issue shareholders or both for borrowing specified securities from them in accordance with clause (g) of this sub-regulation, specifying therein the maximum number of 107 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

specified securities that may be borrowed for the purpose of allotment or allocation of specified securities in excess of the issue size (hereinafter referred to as the “overallotment”), which shall not be in excess of fifteen per cent. of the issue size; e) subject to clause (d), the lead manager, in consultation with the stabilising agent, shall determine the amount of specified securities to be over-allotted in the public issue; f) the draft offer document and offer document shall contain all material disclosures about the green shoe option specified in this regard in Part A of Schedule VI; g) in case of an initial public offer pre-issue shareholders and promoters and in case of a further public offer pre-issue shareholders holding more than five per cent. specified securities and promoters, may lend specified securities to the extent of the proposed over-allotment; h) the specified securities borrowed shall be in dematerialised form and allocation of these securities shall be made pro-rata to all successful applicants. (2) For the purpose of stabilisation of post-listing price of the specified securities, the stabilising agent shall determine the relevant aspects including the timing of buying such securities, quantity to be bought and the price at which such securities are to be bought from the market. (3) The stabilisation process shall be available for a period not exceeding thirty days from the date on which trading permission is given by the stock exchanges in respect of the specified securities allotted in the public issue. (4) The stabilising agent shall open a special account, distinct from the issue account, with a bank for crediting the monies received from the applicants against the over-allotment and a special account with a depository participant for crediting specified securities to be bought from the market during the stabilisation period out of the monies credited in the special bank account. (5) The specified securities bought from the market and credited in the special account with the depository participant shall be returned to the promoters or pre-issue shareholders immediately, in any case not later than two working days after the end of the stabilization period. (6) On expiry of the stabilisation period, if the stabilising agent has not been able to buy specified securities from the market to the extent of such securities over-allotted, the issuer shall allot specified securities at issue price in dematerialised form to the extent of the shortfall to the special account with the depository participant, within five days of the closure of the stabilisation period and such specified securities shall be returned to the promoters or pre-issue shareholders by the stabilising agent in lieu of the specified securities borrowed from them and the account with the depository participant shall be closed thereafter. (7) The issuer shall make a listing application in respect of the further specified securities allotted under
sub-regulation (6), to all the stock exchanges where the specified securities allotted in the

public issue are listed and the provisions of 108[Chapter V of these regulations] shall not be applicable to such allotment. (8) The stabilising agent shall remit the monies with respect to the specified securities allotted under sub-regulation (6) to the issuer from the special bank account. (9) Any monies left in the special bank account after remittance of monies to the issuer under subregulation (8) and deduction of expenses incurred by the stabilising agent for the stabilisation process shall be transferred to the Investor Protection and Education Fund established by the Board and the special bank account shall be closed soon thereafter. (10) The stabilising agent shall submit a report to the stock exchange on a daily basis during the stabilisation period and a final report to the Board in the format specified in Schedule XV. (11) The stabilising agent shall maintain a register for a period of at least three years from the date of the end of the stabilisation period and such register shall contain the following particulars:
(a) The names of the promoters or pre-issue shareholders from whom the specified securities were borrowed and the number of specified securities borrowed from each of them; (b) The price, date and time in respect of each transaction effected in the course of the stabilisation process; and (c) The details of allotment made by the issuer on expiry of the stabilisation process. Alteration of rights of holders of specified securities
58. The issuer shall not alter the terms including the terms of issue of specified securities which
may adversely affect the interests of the holders of that specified securities, except with the consent in writing of the holders of not less than three-fourths of the specified securities of that class or with the sanction of a special resolution passed at a meeting of the holders of the specified securities of that class. Post-listing exit opportunity for dissenting shareholders
59. The promoters, or shareholders in control of an issuer, shall provide an exit offer to dissenting
shareholders as provided for in the Companies Act, 2013, in case of change in objects or variation in the terms of contract related to objects referred to in the offer document as per conditions and manner is provided in Schedule XX; Provided that the exit offer shall not apply where there are neither any identifiable promoters nor any shareholders in control of the issuer. 108 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word and symbol “Chapter VII”.

109[CHAPTER IIA
INITIAL PUBLIC OFFER ON MAIN BOARD THROUGH PRE-FILING OF DRAFT OFFER DOCUMENT Definitions 59A. In this Chapter, unless the context otherwise requires,— (a) “pre-filed draft offer document” shall mean draft offer document filed with the Board under this Chapter; (b) “pre-filed offer document” shall mean pre-filed draft offer document or updated draft red herring prospectus-I or updated draft red herring prospectus-II with the Board under this
Chapter;
(c) “updated draft red herring prospectus-I” shall mean the updated pre-filed draft offer document filed with the Board after complying with the observations issued by the Board on such prefiled draft offer document; (d) “updated draft red herring prospectus-II” shall mean the updated draft red herring prospectus-I filed with the Board after incorporating the comments of the public received on such updated draft red herring prospectus-I. Application of this Chapter 59B. (1) In lieu of an initial public offer of specified securities on the Main Board under
Chapter-II of these regulations, the issuer may make an initial public offer of specified securities
in accordance with the provisions of this Chapter.
(2) Except for anything contrary provided in this Chapter, the provisions of Chapter-II shall mutatis mutandis apply in relation to the initial public offer made under the provisions of this
Chapter:
Provided that regulation 8 and regulation 15 of these regulations shall apply at the stage of filing of the updated draft red herring prospectus-I. Pre-filing of draft offer document with the Board and Stock Exchanges 59C. (1) Prior to making an initial public offer, the issuer may file three copies of the draft offer document with the Board, in accordance with Schedule IV, along with fees as specified in
Schedule III, through the lead manager(s).
109 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

(2) The issuer shall also file the pre-filed draft offer document with the stock exchange(s) where the specified securities are proposed to be listed and submit to the stock exchange(s); the Permanent Account Number, bank account number and passport number of its promoters where they are individuals and the Permanent Account Number, bank account number, company registration number or equivalent and the address of the Registrar of Companies with which the promoter is registered; where the promoter is a body corporate. (3) The pre-filed draft offer document filed under sub-regulation (1) shall not be available in the public domain. (4) The lead manager(s) shall submit the following to the Board along with the pre-filed draft offer document:
(a) a certificate, confirming that an agreement has been entered into between the issuer and the lead manager(s); (b) a due diligence certificate as per Form AA of Schedule V; (c) in case of an issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule V; (d) an undertaking from the issuer and the lead manager that they shall not conduct marketing or advertisement for the intended issue, in the format as may be specified by the Board from time to time:
Provided that all public communications issued or published in any media during the period commencing from the date of the meeting of the board of directors of the issuer in which the public issue is approved till the date of filing of updated draft red herring prospectus-I or withdrawal of pre-filed draft offer document shall be consistent with its past practices. (5) The issuer shall, within two 110[working] days of pre-filing the draft offer document, make a public announcement in one English national daily newspaper with wide circulation, one 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, disclosing the fact of filing of pre-filing of the draft offer document without providing any other details in relation to the intended issue:
Provided that the issuer shall state in the public announcement that the pre-filing of offer document shall not necessarily mean that the issuer shall undertake the initial public offering. (6) The Board may recommend changes or issue observations, if any, on the pre-filed draft offer document within thirty days from the later of the following dates:
(a) the date of receipt of the pre-filed draft offer document under sub-regulation (1); or 110 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

(b) the date of receipt of satisfactory reply from the lead manager(s), where the Board has sought any clarification or additional information from them; or (c) the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or (d) the date of receipt of a copy of in-principle approval letter issued by the stock exchange(s);or (e) date of intimation of completion of interaction with the qualified institutional buyers in terms of regulation 59D of these regulations; or (f) date of intimation to the Board about the conversion of outstanding convertible securities or exercise of any other right which would entitle any person with any option to receive equity shares in terms of regulation 59E of these regulations. (7) If the Board recommends any changes or issues observations on the pre-filed draft offer document, the issuer and the lead manager(s) shall carry out such changes in the pre-filed draft offer document and shall submit to the Board an updated draft red herring prospectus-I complying with the observations issued by the Board:
Provided that there shall be a minimum gap of seven working days between the date of intimation to the Board about the completion of interaction with the qualified institutional buyers in accordance with regulation 59D of these regulations and the date of filing of the updated draft red herring prospectus-I. Explanation: For the purpose of this regulation, an updated draft red herring prospectus-I shall be complete in all respects and shall be in compliance with the provisions of these regulations and to the other applicable laws as the case may be. (8) The lead manager(s) shall submit the following documents to the Board after issuance of observations by the Board:
(a) a statement certifying that all changes, suggestions and observations made by the Board have been incorporated in the offer document; (b) a due diligence certificate as per Form CA of Schedule V, at the time of filing of the offer document; (9) The updated draft red herring prospectus-I shall be made public for comments, if any, for a period of at least twenty one days from the date of 111[publication of the public announcement under sub-regulation (10)], by hosting it on the websites of 112[the issuer,] the Board, the stock 111 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word “filing”. 112 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023.

exchanges where the specified securities are proposed to be listed and that of the lead manager(s) associated with the issue:
Provided that pursuant to the filing of the updated draft red herring prospectus-I, all public communication, publicity material, advertisements and research reports shall comply with the provisions of Schedule IX. (10) The issuer shall, within two 113[working] days of filing the updated draft red herring prospectus-I, make a public announcement in one English national daily newspaper with wide circulation, one 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, disclosing the fact of filing of the updated draft red herring prospectus-I and inviting the public to provide their comments to the Board, the issuer or the lead manager(s) in respect of the disclosures made in the updated draft red herring prospectus-I. (11) The lead manager(s) shall, after expiry of the period stipulated in sub-regulation (9), file with the Board, the details of the comments received by them or the issuer from the public, on the updated draft red herring prospectus-I, during that period and the consequential changes, if any, that are required to be made in the updated draft red herring prospectus-I. (12) The issuer and the lead manager(s) shall carry out such changes in the updated draft red herring prospectus-I and shall submit to the Board an updated draft red herring prospectus-II before filing the offer document with the Registrar of Companies or an appropriate authority, as applicable. (13) The lead manager(s) shall submit the following documents to the Board before filing the offer document with the Registrar of Companies:
(a) a statement certifying that all changes, suggestions and observations made by the Board have been incorporated in the offer document; (b) a due diligence certificate as per Form CA of Schedule V, at the time of filing of the offer document; (c) a copy of the resolution passed by the board of directors of the issuer for allotting specified securities to promoter(s) towards amount received against promoters’ contribution, before opening of the issue; (d) a certificate from a statutory auditor, before opening of the issue, certifying that promoters’ contribution has been received in accordance with these regulations, accompanying therewith the names and addresses of the promoters who have contributed to the promoters’ 113 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

contribution and the amount paid and credited to the issuer’s bank account by each of them towards such contribution; (e) a due diligence certificate as per Form DA of Schedule V, in the event the issuer has made a disclosure of any material development by issuing a public notice pursuant to para 4 of
Schedule IX.
(14) The copy of the offer document shall also be filed promptly with the Board and the stock exchange(s) through the lead manager(s) after filing the offer documents with the Registrar of Companies. (15) The pre-filed draft offer document and the offer document shall also be furnished to the Board in a soft copy. (16) The issuer and the lead manager(s) shall ensure that the offer documents are hosted on the websites as required under these regulations and that its contents are the same as the versions filed with the Registrar of Companies, the Board and the stock exchanges, as may be applicable. (17) The lead manager(s) and the stock exchanges shall provide the copies of the offer document to the public as and when requested and may charge a reasonable sum for providing the same. Interaction with qualified institutional buyers 59D. (1) Notwithstanding anything to the contrary contained in the provisions of this Chapter, an issuer may interact with the qualified institutional buyers for limited marketing of the intended issue from the time of pre-filing the draft offer document till the Board issues any observations on such pre-filed draft offer document. (2) The interaction specified under sub-regulation (1) shall be restricted to the information contained in the pre-filed draft offer document. (3) In case the issuer interacts with the qualified institutional buyers in terms of sub-regulation (1) and sub-regulation (2) above, the issuer and lead manager(s) shall prepare a list of the qualified institutional buyers who have participated in such interaction(s). (4) The issuer and the lead manager(s) shall submit to the Board confirmation of closure of interaction(s) with the qualified institutional buyers. General Conditions 59E. (1) Notwithstanding anything contained in any other provisions of these regulations, subject to intimation to the Board and the stock exchanges, an issuer opting for initial public offer through pre-filing the draft offer document in terms of the provisions of this Chapter shall, till the Board

recommends any changes or issues observations on the pre-filed draft offer document, be permitted the following:
(a) Existence of outstanding convertible securities or any other right which would entitle any person with any option to receive equity shares of the issuer:
Provided that the issuer shall mandatorily convert such outstanding convertible securities or exercise any other right which would entitle any person with any option to receive equity shares of the issuer and intimate such act of conversion to the Board before the Board recommends any changes or issues observations on the pre-filed draft offer document:
Provided further that the following shall be permitted even after the issuance of observations by the Board on the pre-filed draft offer document:
(i) Existence of outstanding options granted to employees, whether currently an employee or not, pursuant to an employee stock option scheme in compliance with the Companies Act, 2013, the relevant Guidance Note or accounting standards, if any, issued by the Institute of Chartered Accountants of India or pursuant to the Companies Act, 2013, in this regard; 114[(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 herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be, disclosures regarding such stock appreciation rights and the scheme and the total number of equity shares resulting from the exercise of such rights are made in the draft offer document and offer document;] 115[(iii)] Existence of fully paid-up outstanding convertible securities which are required to be converted on or before the date of filing of the red herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be; (b) Issue of specified securities; (c) Issue such convertible securities that are mandatorily and compulsorily convertible into equity shares at the time of filing of offer document, provided the details for such securities are given in the updated draft red herring prospectus-I in relation to the maximum number of shares in which such convertible securities shall be converted. (2) If there are any changes in the pre-filed draft offer document after the Board recommends any changes or issues observations on such pre-filed draft offer document in relation to the matters specified in Schedule XVI-A, an updated pre-filed draft offer document or a fresh pre114 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 115 Renumbered by the by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.08.03.2025. Prior to its renumbering, it read as “(ii)”.

filed draft offer document, as the case may be, shall be filed with the Board along with fees specified in Schedule III. Explanation: For the purpose of this regulation, changes made in the pre-filed draft offer document in relation to the matters specified in clause (1) of Schedule XVIA before the Board recommends any changes or issues observations on the pre-filed draft offer document shall not require fresh filing of such pre-filed draft offer document. (3) If there are any changes in the updated draft red herring prospectus-I in relation to the matters specified in Schedule XVI, an updated pre-filed offer document or a fresh draft offer document under Chapter II or fresh pre-filed draft offer document, as the case may be, shall be filed with the Board along with fees specified in Schedule III. (4) Subject to the compliance with the provisions of the Companies Act, 2013, a public issue may be opened within eighteen months from the date of issuance of the observations by the Board under regulation 59C of these regulations:
Provided that the issuer shall file updated draft red herring prospectus-I with the Board and the stock exchanges in terms of regulation 59C of these regulations within sixteen months from the date of issuance of the observations by the Board.]
CHAPTER III - RIGHTS ISSUE
PART I: ELIGIBILITY REQUIREMENTS
116[Reference date
60. Unless otherwise provided in this Chapter, an issuer offering specified securities through a
rights issue shall satisfy the conditions of this Chapter at the time of filing the draft letter of offer with the stock exchange(s), and at the time of filing the letter of offer with the Board and the stock exchange(s).] Entities not eligible to make a rights issue
61. An issuer shall not be eligible to make a rights issue of specified securities:
116 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to the substitution, Regulation 60 read as under,- “Reference date
60. Unless otherwise provided in this Chapter, an issuer offering specified securities of aggregate value of fifty crores
rupees or more, through a rights issue shall satisfy the conditions of this Chapter at the time of filing the draft letter of offer with the Board and also at the time of filing the final letter of offer with the stock exchanges, as the case may be.”

a) if the issuer, any of its promoters, promoter group or directors of the issuer are debarred from accessing the capital market by the Board; b) if any of the promoters or directors of the issuer is a promoter or director of any other company which is debarred from accessing the capital market by the Board117[;] c) if any of its promoters or directors is a fugitive economic offender118[;] 119[d) if the equity shares of the issuer are suspended from trading as a disciplinary measure as on the reference date.] Explanation: The restrictions under (a) and (b) above will not apply to the 120[persons or entities mentioned therein] who were debarred in the past by the Board and the period of debarment is already over as on the date of filing of the draft letter of offer with the 121[stock exchange(s)]. General conditions
62. (1) The issuer making a rights issue of specified securities shall ensure that:
(a) it has made an application to one or more stock exchanges to seek an in-principle approval for listing of its specified securities on such stock exchanges and has chosen one of them as the designated stock exchange, in terms of Schedule XIX. (b) all its existing partly paid-up equity shares have either been fully paid-up or have been forfeited; (c) it has made firm arrangements of finance through verifiable means towards seventy five per cent. of the stated means of finance for the specific project proposed to be funded from issue proceeds, excluding the amount to be raised through the proposed rights issue or through existing identifiable internal accruals. 122[Explanation - For the purpose of this regulation ‘finance for the specific project’ shall mean finance of capital expenditures only.] 117 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the symbol “.”. 118 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the symbol “.”. 119 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 120 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to its substitution, it read as “promoters or directors of the issuer”. 121 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the word “Board”. 122 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020.

(2) The amount for general corporate purposes, as mentioned in objects of the issue in the draft letter of offer and the letter of offer, shall not exceed twenty five per cent. of the amount raised by the issuer. 123[(2A) The amount for:
(i) general corporate purposes, and
(ii) such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed thirty five per cent. of the amount being raised by the issuer:
Provided that the amount raised for such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the 124[draft letter of offer and the letter of offer], shall not exceed twenty five per cent. of the amount being raised by the issuer:
Provided further that such limits shall not apply if the proposed acquisition or strategic investment object has been identified and suitable specific disclosures about such acquisitions / investments are made in the 125[draft letter of offer and the letter of offer] at the time of filing of offer documents.] (3) Where the issuer or any of its promoters or directors is a 126[wilful defaulter or a fraudulent borrower], the promoters or promoter group of the issuer shall not renounce their rights except to the extent of renunciation within the promoter group 127[or to the specific investor(s) as disclosed by the issuer in terms of these regulations]. 128[(4) Where the issuer has issued SR equity shares to its promoters or founders, then such a SR shareholder shall not renounce their rights and the SR shares received in a rights issue shall 123 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 124 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words “draft offer document and the offer document”. 125 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words “draft offer document and the offer document”. 126 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter”. 127 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 128 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

remain under lock-in until conversion into equity shares having voting rights same as that of ordinary equity shares along with existing SR equity shares.]
PART II: ISSUE OF CONVERTIBLE DEBT INSTRUMENTS AND WARRANTS
Additional requirements for issue of convertible debt instruments
63. (1) In addition to other requirements laid down in these regulations, an issuer making a rights
issue of convertible debt instruments shall also comply with the following conditions:
a) it has obtained credit rating from at least one credit rating agency; b) it has appointed at least one debenture trustee in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993; c) it shall create a debenture redemption reserve in accordance with the provisions of the Companies Act, 2013 and rules made thereunder; d) if the issuer proposes to create a charge or security on its assets in respect of secured convertible debt instruments, it shall ensure that:
(i) such assets are sufficient to discharge the principal amount at all times; (ii) such assets are free from any encumbrance; (iii) where security is already created on such assets in favour of any existing lender or security trustee or the issue of convertible debt instruments is proposed to be secured by creation of security on a leasehold land, the consent of such lender or security trustee or lessor for a second or pari passu charge has been obtained and submitted to the debenture trustee before the opening of the issue; (iv) the security or asset cover shall be arrived at after reduction of the liabilities having a first or prior charge, in case the convertible debt instruments are secured by a second or subsequent charge. (2) The issuer shall redeem the convertible debt instruments in terms of the letter of offer. Roll over of non-convertible portion of partly convertible debt instruments
64. (1) The non-convertible portion of partly convertible debt instruments issued by a listed
issuer, the value of which exceeds ten crore rupees, may be rolled over, subject to compliance with the provisions of the Companies Act, 2013 and the following conditions:
(a) seventy five per cent. of the holders (in value) of the convertible debt instruments of the issuer have, through a resolution, approved the rollover through postal ballot;

(b) the issuer has, along with the notice for passing the resolution, sent to all holders of the convertible debt instruments, an auditors’ certificate on the cash flow of the issuer and with comments on the liquidity position of the issuer; (c) the issuer has undertaken to redeem the non-convertible portion of the partly convertible debt instruments of all the holders of the convertible debt instruments who have not agreed to the resolution; (d) credit rating has been obtained from at least one credit rating agency registered with the Board within a period of one month prior to the due date of redemption and has been communicated to the holders of the convertible debt instruments, before the roll over; (3) The creation of fresh security and execution of fresh trust deed shall not be mandatory if the existing trust deed or the security documents provide for continuance of the security till redemption of secured convertible debt instruments:
Provided that whether the issuer is required to create fresh security and to execute fresh trust deed or not shall be decided by the debenture trustee. Conversion of optionally convertible debt instruments into equity shares
65. (1) An issuer shall not convert its optionally convertible debt instruments into equity shares
unless the holders of such convertible debt instruments have sent their positive consent to the issuer and non-receipt of reply to any notice sent by the issuer for this purpose shall not be construed as consent for conversion of any convertible debt instruments. (2) Where the value of the convertible portion of any listed convertible debt instruments issued by an issuer exceeds ten crores and the issuer has not determined the conversion price of such convertible debt instruments at the time of making the issue, the holders of such convertible debt instruments shall be given the option of not converting the convertible portion into equity shares:
Provided that where the upper limit on the price of such convertible debt instruments and justification thereon is determined and disclosed to the investors at the time of making the issue, it shall not be necessary to give such option to the holders of the convertible debt instruments for converting the convertible portion into equity share capital within the said upper limit (3) Where an option is to be given to the holders of the convertible debt instruments in terms of sub-regulation (2) and if one or more of such holders do not exercise the option to convert the instruments into equity share capital at a price determined in the general meeting of the shareholders, the issuer shall redeem that part of the instruments within one month from the last date by which option is to be exercised, at a price which shall not be less than its face value. Provided that the provisions of sub-regulation (3) shall not apply if such redemption is in terms of the disclosures made in the offer document.

Issue of convertible debt instruments for financing
66. An issuer shall not issue convertible debt instruments for financing or for providing loans to
or for acquiring shares of any person who is part of the promoter group or group companies:
Provided that an issuer shall be eligible to issue fully convertible debt instruments for these purposes if the period of conversion of such debt instruments is less than eighteen months from the date of issue of such debt instruments. Issue of warrants
67. An issuer shall be eligible to issue warrants subject to the following:
a) the tenure of such warrants shall not exceed eighteen months from their date of allotment in the rights issue; b) a specified security may have one or more warrants attached to it; c) the price or formula for determination of exercise price of the warrants shall be determined upfront and disclosed in the letter of offer and at least twenty-five per cent. of the consideration amount based on the exercise price shall also be received upfront; Provided that in case the exercise price of warrants is based on a formula, twenty-five per cent. consideration amount calculated as per the formula with reference date being the record date shall be received upfront. d) in case the warrant holder does not exercise the option to take equity shares against any of the warrants held by the warrant holder, within three months from the date of payment of consideration, such consideration made in respect of such warrants shall be forfeited by the issuer.
PART III: RECORD DATE
68. (1) The issuer shall announce a record date for the purpose of determining the shareholders
eligible to apply for specified securities in the proposed rights issue for such period as may be specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (2) The issuer shall not withdraw its rights issue after announcement of the record date. However, if the issuer withdraws the rights issue after announcing the record date, it shall not be eligible to make an application for listing of any of its specified securities on any stock exchange for a period of twelve months from the record date announced under sub-regulation (1):
Provided that the issuer may seek listing of its equity shares allotted pursuant to conversion or exchange of convertible securities, ESOPs or exercise of warrants issued prior to the announcement of the record date, on the stock exchange where its securities are listed.

PART IV –
129[APPOINTMENT OF 130[] INTERMEDIARIES]
69. (1) 131[]
(2) 132[]
(3) 133[]
134[(4) The issuer shall appoint intermediaries which are registered with the Board after assessing the capability of intermediaries to carry out their obligations.] (5) The issuer shall enter into an agreement with the 135[] intermediaries as required under the respective regulations applicable to the intermediary concerned:
Provided that such agreements may include such other clauses as the issuer and the intermediaries may deem fit without diminishing or limiting in any way the liabilities and obligations of the 136[] intermediaries and the issuer under the Act, the Companies Act, 2013 137[], the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder or any statutory modification or statutory enactment thereof:
129 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to its substitution, it read as “APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND COMPLIANCE OFFICER”. 130 The words “LEAD MANAGERS AND OTHER” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 131 Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f
08.04.2025. Prior to the omission, the sub-regulation (1) read as under,-
“(1) The issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue.” 132 Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f
08.04.2025. Prior to the omission, the sub-regulation (2) read as under,-
“(2) Where the issue is managed by more than one lead manager, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each lead manager shall be predetermined and be disclosed in the draft letter offer and the letter of offer as specified in Schedule I:” 133 Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f
08.04.2025. Prior to the omission, sub-regulation (3) read as under,-
“(3) At least one lead manager to the issue shall not be an associate (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) of the issuer and if any of the lead manager is an associate of the issuer, it shall disclose itself as an associate of the issuer and its role shall be limited to marketing of the issue.” 134 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its substitution, sub-regulation (4) read as under,- “(4) The issuer shall, in consultation with the lead manager(s), appoint other intermediaries which are registered with the Board after the lead manager(s) have independently assessed the capability of other intermediaries to carry out their obligations.” 135 The words, symbols and numerals “lead manager(s) in the format specified in Schedule II and also enter into agreements with other” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 136 The words and symbols “lead manager(s), other” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 137 The words, numbers, and symbols “or the Companies Act, 1956 (to the extent applicable)” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

Provided further that in case of ASBA process, the issuer shall take cognisance of the deemed agreement of the issuer with the self-certified syndicate banks. (6) The issuer shall appoint bankers to an issue, at centres as specified in Schedule XII. (7) The issuer shall appoint a registrar to the issue registered with the Board, which has connectivity with all the depositories:
Provided that if the issuer itself is a registrar, it shall not appoint itself as a registrar to the issue138[:] 139[] (8) 140[]
PART V: DISCLOSURES IN AND FILING OF LETTERS OF OFFER
Disclosures in the draft letter of offer and letter of offer
70. (1) The draft letter of offer and letter of offer shall contain all material disclosures which are
true and adequate to enable the applicants to take an informed investment decision. (2) Without prejudice to the generality of sub-regulation (1), the draft letter of offer and letter of offer shall contain disclosures as specified in 141[Part B of Schedule VI]. (3) 142[] (4) 143[] 138 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the symbol “;”. 139 Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f
08.04.2025. Prior to the omission, the proviso read as under,-
“Provided further that a lead manager shall not act as a registrar to the issue in which it is also handling the post-issue responsibilities.” 140 Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to its omission, it read as:
“(8) The issuer shall appoint a compliance officer who shall be responsible for monitoring the compliance of the securities laws and for redressal of investors’ grievances.”. 141 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words, symbols and figures “Part B or Part B-1 of
Schedule VI, as applicable”.
142 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (3) read as under,- “(3) The lead manager(s) shall exercise due diligence and satisfy themselves about all aspects of the issue including the veracity and adequacy of disclosure in the draft letter of offer and the letter of offer.” 143 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (4) read as under,- “(4) The lead manager(s) shall call upon the issuer, its promoters and its directors to fulfil their obligations as disclosed by them in the draft letter of offer and letter of offer and as required in terms of these Regulations.”

(5) The 144[issuer] shall ensure that the information contained in the draft letter of offer and letter of offer and the particulars as per audited financial statements in the letter of offer are not more than six months old from the issue opening date. (6) An issuer shall make disclosures in the draft letter of offer 145[and letter of offer], if the issuer or any of its promoters or directors is a 146[wilful defaulter or a fraudulent borrower]. 147[(7) In the letter of offer 148[*], the issuer shall disclose the process of credit of rights entitlements in the demat account and renunciation thereof.] 149[Filing of the draft letter of offer and letter of offer 144 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbols “lead manager(s)”. 145 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “, letter of offer and abridged letter of offer”. 146 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter”. 147 Omitted by by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019. 148 The words “and the abridged letter of offer” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 149 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to the substitution, Regulation 71 read as under:
“Filing of the draft letter of offer and letter of offer
71. (1) Prior to making a rights issue, the issuer shall, except in case of a fast track issue, file a draft letter of
offer, with the Board, in accordance with Schedule IV, along with fees as specified in Schedule III, with the Board and with the stock exchange(s), through the lead manager(s). Provided that the issuer shall, in case of fast track issue, file a letter of offer and pay fees as specified in
Schedule III with the Board.
(2) The lead manager(s) shall submit the following to the Board along with the draft letter of offer:
a) a certificate, confirming that an agreement has been entered into between the issuer and the lead manager(s) and includes content specified in Schedule II; b) a due diligence certificate as per Form A of Schedule V; c) in case of an issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule V; d) A certificate confirming compliance of the conditions specified in Part F of Schedule VI, if applicable. (3) The issuer shall also file the draft letter of offer with the stock exchange(s) and shall submit to such stock exchange(s), the Permanent Account Number, bank account number and passport number of its promoters where they are individuals, and Permanent Account Number, bank account number, company registration number or equivalent and the address of the Registrar of Companies with which the promoter is registered, where the promoter is a body corporate. (4) The Board may specify changes or issue observations, if any, on the draft letter of offer within thirty days from the later of the following dates:
(a) the date of receipt of the draft letter of offer, as applicable, under sub-regulation (1); or (b) the date of receipt of satisfactory reply from the lead manager(s), where the Board has sought any clarification or additional information from them; or (c) the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or (d) the date of receipt of a copy of in-principle approval letter issued by the stock exchanges. (5) If the Board specifies any changes or issues observations on the draft letter of offer the issuer and lead manager(s) shall carry out such changes in the draft letter of offer and shall submit to the Board an updated

(1) The issuer shall file the draft letter of offer with the stock exchange(s) and shall submit to
such stock exchange(s) the following:
a. the Permanent Account Number, bank account number and passport number of its promoters where they are individuals, and Permanent Account Number, bank account number, company registration number or equivalent, and the address of the Registrar of Companies with which the promoter is registered, where the promoter is a body corporate, b. in case of an issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule V. (2) The issuer shall file letter of offer with the stock exchanges/ the designated stock exchange. (3) The issuer shall file a letter of offer with the Board for information and dissemination on Board’s website along with fees specified in Schedule III.] Draft letter of offer and letter of offer to be available to the public
(1) 150[]
(2) 151[] draft letter of offer complying with the observations issued by the Board and highlighting all changes made in the draft letter of offer before filing the letter of offer with the stock exchanges. (6) If there are any changes in the draft letter of offer in relation to the matters specified in Schedule XVI, an updated letter of offer or a fresh draft letter of offer, as the case may be, shall be filed with the Board along with fees specified in Schedule III. (7) The lead manager(s) shall submit the following documents to the Board after issuance of observations by the Board or after expiry of the period stipulated in sub-regulation (4) of regulation 71 if the Board has not issued observations:
(a) a statement certifying that all changes, suggestions and observations made by the Board have been incorporated in the letter of offer; (b) a due diligence certificate as per Form C of Schedule V, at the time of submission of the letter of offer with stock exchange(s); (c) a due diligence certificate as per Form D of Schedule V, in the event the issuer has made a disclosure of any material development by issuing a public notice. (8) Copy of the letter of offer shall also be filed with the Board and the stock exchanges through the lead manager simultaneously with filing of the letter of offer with the designated stock exchange. (9) The draft letter of offer and letter of offer shall also be furnished to the Board in a soft copy.” 150 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (1) read as under,- “(1) The draft letter of offer filed with the Board shall be made public for comments, if any, for a period of at least twenty one days from the date of filing, by hosting it on the websites of the issuer, the Board, stock exchanges where specified securities are proposed to be listed and the lead manager(s) associated with the issue.” 151 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (2) read as under,- “(2) The issuer shall, within two days of filing of the draft letter of offer with the Board, make a public announcement in one English national daily newspaper with wide circulation, one 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, disclosing to the public the fact of filing of the draft letter of offer with the Board and inviting the public to provide their comments to the Board, the issuer or to the lead manager(s) in respect of the disclosures made in the draft letter of offer.”

(3) 152[]
(4) The 153[issuer shall ensure that the draft letter of offer and letter of offer] are hosted on the websites as required under these regulations and its contents are the same as the versions as filed with the Board and the stock exchanges, as applicable. (5) The 154[] stock exchanges shall provide copies of the draft letter of offer to the public as and when requested and may charge a reasonable sum for providing a copy of the same.
PART VI: PRICING
73. (1) The issuer shall decide the issue price 155[] before determining the record date, which
shall be determined in consultation with the designated stock exchange.
(2) The issue price shall not be less than the face value of the specified securities. (3) The issuer shall disclose the issue price in the letter of offer filed with the Board and the stock exchange(s).
PART VII: ISSUANCE CONDITIONS AND PROCEDURE
Reservations
74. (1) The issuer shall make a rights issue of equity shares only if it has made reservation of
equity shares of the same class in favour of the holders of outstanding compulsorily convertible debt instruments, if any, in proportion to the convertible part thereof. (2) The equity shares so reserved for the holders of fully or partly compulsorily convertible debt instruments shall be issued to the holder of such convertible debt instruments 156[] at the time of conversion of such convertible debt instruments, on the same terms at which the equity shares offered in the rights issue were issued. 152 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (3) read as under,- “(3) The lead manager(s) shall, after expiry of the period stipulated in sub-regulation (1), file with the Board, details of the comments received by them or the issuer from the public, on the draft offer document, during that period and the consequential changes, if any, that are required to be made in the draft offer document.” 153 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbols “issuer and the lead manager(s) shall ensure that the letters of offer”. 154 The words and symbols “lead manager(s) and the” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 155 The words and symbols “, in consultation with the lead manager(s),” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 156 The words “or warrants” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

157[Provided that for the purposes of offering such rights entitlements, the issuer company shall not be required to credit rights entitlements.] (3) 158[] 159[Letter] of offer
75. (1) 160[]
(2) Every application form distributed by the issuer or any other person in relation to the issue shall be accompanied by a copy of the 161[] letter of offer. 162[ASBA.
76. An applicant to the rights issue shall do so only through the ASBA facility, which facility
shall be provided by the issuer in the manner specified by the Board:
Provided that payment through any other electronic banking mode shall be permitted in respect of an application made for any reserved portion outside the issue period.] 157 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. 158 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (3) read as under,- “(3) Subject to other applicable provision of these regulations, the issuer may make reservation for its employees along with rights issue subject to the condition that the value of allotment to any employee shall not exceed two lakhs rupees. Provided that in the event of under-subscription in the employee reservation portion, the unsubscribed portion may be allotted on a proportionate basis, for a value in excess of two lakhs rupees, subject to the total allotment to an employee not exceeding five lakhs rupees.” 159 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words “Abridged letter”. 160 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (1) read as under,- “(1) The abridged letter of offer shall contain the disclosures as specified by the Board in Part F of
Schedule VI and shall not contain any matter extraneous to the contents of the letter of offer.”
161 The word “abridged” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 162 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019. Prior to its substitution, Reg. 76 read as follows,- “ASBA
76. The issuer shall provide the ASBA facility in the manner specified by the Board where not more than
one payment option is provided.
Provided that the applicants in a rights issue shall be eligible to make applications through ASBA facility only if such applicant: (i) is holding equity shares in dematerialised mode; (ii) has not renounced entitlement in part or in full; and (iii) is not a renouncee. Provided further that payment made for application for any reserved portion outside the issue period can be through electronic banking modes.”

Availability of letter of offer and other issue materials
77. (1) The 163[issuer] shall ensure availability of the letter of offer and other issue material
including application forms with stock exchanges, registrar to issue, registrar and share transfer agents, depository participants, stock brokers, underwriters, bankers to the issue, investors‘ associations and self certified syndicate banks before the opening of the issue. (2) The 164[] letter of offer, along with application form, shall be despatched through registered post or speed post or by courier service or by electronic transmission to all the existing shareholders at least three days before the date of opening of the issue. (3) The letter of offer shall also be provided by the issuer 165[] to any existing shareholder who makes a request in this regard. 166[Credit of rights entitlements and allotment of specified securities. 77A. (1) The rights entitlements shall be credited to the demat account of the shareholders before the date of opening of the issue. (2) Allotment of specified securities shall be made in the dematerialised form only.] 167[Allotment to Specific Investors 77B. (1) For the purpose of this chapter, specific investor would mean any investor who is eligible to participate in rights issue of the issuer and- (a) whose name has 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. 163 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbols “lead manager(s)”. 164 The word “abridged” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 165 The words and symbols “or lead manager(s)” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 166 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019. 167 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025.

(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.] Conditions for making applications on plain paper
78. (1) Shareholders who have not received the application form may make an application in
writing on a plain paper, along with the requisite application money.
168[Provided that SCSBs shall accept such application forms only if all details required for making the application as per these regulations are specified in the plain paper application.] (2) Shareholders making an application on plain paper shall not be entitled to renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently. (3) If a shareholder makes an application both in an application form as well as on a plain paper, both applications are liable to be rejected. Prohibition on payment of incentives
79. Any person connected with the issue, shall not offer any incentive, whether direct or indirect,
in any manner, whether in cash or kind or services or otherwise to any person for making an application in the rights issue, except for fees or commission for services rendered in relation to the issue. 169[*] Underwriting
81. (1) If the issuer desires to have the issue underwritten, 170[it shall appoint merchant bankers or
stock brokers, registered with the Board, to act as underwriters:] 168 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. 169 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. Prior to its omission, Regulation 80 read as follows- “Security deposit
80. (1) The issuer shall, before the opening of the subscription list, deposit with the designated stock
exchange, an amount calculated at the rate of one per cent. of the issue size in the manner specified by the Board and/or stock exchange(s). (2) The amount specified in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board.”

Provided that the issue can be underwritten only to the extent of entitlement of shareholders other than the promoters and promoter group. (2) 171[] Monitoring agency
82. (1) 172[The] issuer shall make arrangements for the use of proceeds of the issue to be
monitored by a 173[credit rating agency registered with the Board:] Provided that nothing contained in this clause shall apply to an issue of specified securities made by a bank or public financial institution or an insurance company. (2) The monitoring agency shall submit its report to the issuer in the format specified in Schedule XI on a quarterly basis, till 174[hundred per cent]. of the proceeds of the issue 175[actually raised]176[] have been utilised. (3) The board of directors and the management of the issuer shall provide their comments on the findings of the monitoring agency as specified in Schedule XI. (4) The issuer shall, within forty five days from the end of each quarter, publicly disseminate the report of the monitoring agency by uploading the same on its website as well as submitting the same to the stock exchange(s) on which its equity shares are listed. Public communications, publicity materials, advertisements and research reports.
83. All public communication, publicity materials, advertisements and research reports shall
comply with the provisions of Schedule IX.
170 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words, numbers and symbols “it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993.”. 171 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (2) read as under,- “(2) In case of every underwritten issue, the lead manager(s) shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.” 172 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “If the issue size exceeds one hundred crore rupees, the”. 173 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbol “public financial institution or by a scheduled commercial bank named in the letter of offer as a banker of the issuer:”. 174 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “at least ninety five per cent”. 175 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. 176 The words and symbols “, excluding the proceeds raised for general corporate purposes,” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

Issue-related advertisements
84. (1) The issuer shall issue an advertisement in at least one English national daily newspaper
with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation, at the place where registered office of the issuer is situated 177[and also give an intimation to the stock exchanges for dissemination on their websites], at least 178[two] days before the date of opening of the issue, disclosing the following:
a) the date of completion of despatch of 179[] letter of offer and the application form; b) the centres other than registered office of the issuer where the shareholders or the persons entitled to receive the rights entitlements may obtain duplicate copies of the application form in case they do not receive the application form within a reasonable time after opening of the rights issue; c) 180[a statement that if the shareholders entitled to receive the rights entitlements have neither received the original application forms nor are in a position to obtain the form; they may make an application through the form available on the website of Registrar, stock exchanges 181[] or in writing on a plain paper to subscribe to the Rights Issue along with a format specifying therein the necessary particulars such as name, address, ratio of rights issue, issue price, number of equity shares held, ledger folio numbers, depository participant ID, client ID, number of equity shares entitled and applied for, additional shares if any, and the amount to be blocked with SCSB along with the application]; d) 182[*] 177 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019. 178 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 for the word “three”, w.e.f. 26.12.2019. 179 The words “abridged” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 180 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to substitution clause (c) read as follows,- “a statement that if the shareholders entitled to receive the rights entitlements have neither received the original application forms nor they are in a position to obtain the duplicate form, they may make application in writing on a plain paper to subscribe to the rights issue along with a format specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of equity shares held, ledger folio numbers, depository participant ID, client ID, number of equity shares entitled and applied for, additional shares if any, amount to be paid along with application, and particulars of cheque, etc. to be drawn in favour of the issuer‘s account” 181 The words “or lead managers” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 182 Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to its omission, it read as:
“(d) a statement that the applications can be directly sent by the shareholders through registered post together with the application monies to the issuer's designated official at the address given in the advertisement;”.

e) a statement to the effect that if the shareholder makes an application using the application form as well as plain paper, both the applications shall be liable to be rejected at the option of the issuer. 183[f) details of the specific investor(s):
i. name of the specific investor(s) (i.e. renouncees), name of the promoter(s)/promoter
group (i.e. renouncer) and number of rights entitlements renounced, where the promoter(s)/promoter group is renouncing their rights entitlements in terms of subregulation (3) of regulation 62 and clause (b) of sub-regulation (1) of regulation 86 of these Regulations;
ii. name of the specific investor(s), where the issuer intends to allot any under-subscribed
portion of rights issue in terms of clause (d) of sub-regulation (2) of regulation 90 of these regulations.] (2) During the period the issue is open for subscription, no advertisement shall be released giving an impression that the issue has been fully subscribed or oversubscribed, or indicating investors’ response to the issue. (3) An announcement regarding closure of issue shall be made only after the 184[issuer] is satisfied that at least ninety per cent. of the offer through letter of offer has been subscribed and a certificate has been obtained to that effect from the registrar to the issue:
Provided that such an announcement shall not be made before the date on which the issue is to be closed except for issue closing advertisement made in the format prescribed in these regulations. 185[Opening of the issue
85. Subject to the compliance with the provisions of the Companies Act, 2013, a rights issue may
be opened within such period as may be specified by the Board from time to time.] 183 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 184 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”. 185 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its substitution, Regulation 85 read as under,- “Opening of the issue
85. Subject to the compliance with the provisions of the Companies Act, 2013, a rights issue may be opened
within twelve months from the date of issuance of the observations by the Board under regulation 71. Provided that in case of a fast track issue, the issue shall open within twelve months from the record date.”

Minimum subscription
86. (1) The minimum subscription to be received in the issue shall be at least ninety per cent. of
the offer through the offer document.
186[Provided that minimum subscription criteria shall not be applicable to an issuer if:
(a) the object of the issue involves financing other than financing of capital expenditure for a project; and (b) the promoters and the promoter group of the issuer undertake to subscribe fully to their portion of rights entitlement and do not renounce their rights except to the extent of renunciation within the promoter group 187[or to the specific investor(s) as disclosed by the issuer in terms of these regulations].] (2) In the event of non-receipt of minimum subscription referred to in sub-regulation (1), all application monies received shall be refunded to the applicants forthwith, but not later than 188[four days] from the closure of the issue. Period of subscription
87. The rights issue shall be kept open for subscription for 189[such period as may be specified by
the Board from time to time]190[and no withdrawal of application shall be permitted after the issue closing date]. Payment options
88. The issuer shall give one of the following payment options to all the shareholders for each
type of instrument:
a) part payment on application with balance money to be paid in calls; or b) full payment on application:
186 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. 187 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 188 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “fifteen days”. 189 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words “a minimum period of seven days and for a maximum period of thirty days”. 190 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019.

Provided that the part payment, if any, on application shall not be less than twenty five per cent. of the issue price and such issuer shall obtain the necessary regulatory approvals to facilitate the same:
191[Provided further that payment of balance money in calls, outside the issue period, may be through electronic banking modes.] Manner of calls
89. If the issuer proposes to receive subscription monies in calls, it shall ensure that the
outstanding subscription money is called within twelve months from the date of allotment in the issue and if any applicant fails to pay the call money within the said twelve months, the equity shares on which there are calls in arrear along with the subscription money already paid on such shares shall be forfeited:
Provided further that it shall not be necessary to call the outstanding subscription money within twelve months, if the issuer has appointed a monitoring agency in terms of regulation 82. Allotment procedure and basis of allotment
90. (1) The issuer shall not make any allotment in excess of the specified securities offered through
the letter of offer192[, except as provided in regulation 74(1) and (2)].
(2) Allotment shall be made in the following manner:
a) Full allotment to those eligible shareholders who have applied for their rights entitlement either in full or in part and also to the renouncee(s), who has/have applied for the specified securities renounced in their favour, in full or in part, as adjusted for fractional entitlement b) Allotment to eligible shareholders who having applied for the specified securities in full to the extent of their rights entitlement and have also applied for additional specified securities, shall be made as far as possible on an equitable basis having due regard to the number of specified securities held by them on the record date, provided there is an undersubscribed portion after making allotment in (a) above. c) Allotment to the renouncees, who having applied for the specified securities renounced in their favour and also applied for additional specified securities, provided there is an undersubscribed portion after making full allotment specified in (a) and (b) above. The allotment of such additional specified securities may be made on a proportionate basis. 191 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019 w.e.f. 26.12.2019. 192 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020.

193[d) Allotment to any specific investor(s) disclosed by the issuer in terms of these regulations before opening of the issue, provided that there is an under-subscribed portion after making full allotment as per clauses (a), (b) and (c).] (3) The authorised employees of the designated stock exchange along with the 194[] registrars to the issue shall ensure that the basis of allotment is finalised in a fair and proper manner as may be prescribed by the Board. Allotment, refund and payment of interest
91. (1) The issuer 195[] shall ensure that the specified securities are allotted and/or application
monies are refunded or unblocked within such period as may be specified by the Board. (2) The 196[issuer] shall ensure that the allotment, credit of dematerialised securities, refunding or unblocking of application monies, as may be applicable, are done electronically. (3) Where the specified securities are not allotted and/or application monies are not refunded or unblocked within the period stipulated in sub-regulation (1) above, the issuer shall undertake to pay interest at the rate of fifteen per cent. per annum to the shareholders within such time as disclosed in the draft letter of offer and the letter of offer 197[*]. Post-issue advertisements
92. (1) The 198[issuer] shall ensure that an advertisement giving details relating to subscription,
basis of allotment, number, value and percentage of all applications including ASBA, number, value and percentage of successful allottees for all applications including ASBA, date of completion of despatch of refund orders, as applicable, or instructions to self- certified syndicate banks by the Registrar, date of despatch of certificates or date of credit of specified securities, as applicable, and date of filing of listing application, etc. is released within ten days from the date of completion of the various activities in at least one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation at the place where registered office of the issuer is situated. 193 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 194 The words and symbols “lead manager(s) and” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 195 The words and symbols “and lead manager(s)” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 196 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”. 197 The words and symbols “and the lead manager(s) shall ensure the same” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 198 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”.

(2) Details specified in sub regulation (1) shall also be placed on the websites of the stock exchanges where the securities are listed. Post-issue responsibilities 199[]
93. (1) 200[]
(2) The 201[designated stock exchange] shall regularly monitor redressal of investor grievances arising from any issue related activities. (3) The 202[issuer] shall continue to be responsible for post-issue activities till the applicants have received 203[], credit to their demat account or refund of application monies and 204[] listing or trading permission is obtained. (4) The 205[issuer] shall be responsible for and co-ordinate with the registrars to the issue and with various intermediaries at regular intervals after the closure of the issue to monitor the flow of applications from 206[] self-certified syndicate banks, processing of the applications including application form for ASBA and other matters till the basis of allotment is finalised, 207[] credit of the specified securities to the dematerialised accounts of the allottees, as applicable and unblocking of ASBA accounts/ despatch of refund orders are completed and securities are listed, as applicable. (5) Any act of omission or commission on the part of any of the intermediaries noticed by the 208[designated stock exchange] shall be duly reported by them to the Board. 199 The words and symbols “of the lead manager(s)” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 200 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, sub-regulation (1) read as under,- “(1) The responsibility of the lead manager(s) shall continue until completion of the issue process and for any issue related matter thereafter.” 201 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”. 202 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”. 203 The words “the securities certificates” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 204 The words “the listing agreement is entered into by the issuer with the stock exchange and” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 205 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”. 206 Omitted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to omission it read as “collecting bank branches and/ or”. 207 Omitted by the SEBI (Issue of Capital and
Disclosure Requirements) (Fourth Amendment) Regulations, 2020 w.e.f. 28.09.2020. Prior to omission it read as “despatch of security certificates or”. 208 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”.

(6) In case there is a devolvement on underwriters, the 209[designated stock exchange] shall ensure that the notice for devolvement containing the obligation of the underwriters is issued within ten days from the date of closure of the issue. (7) In case of undersubscribed issues that are underwritten, the 210[designated stock exchange] shall furnish information to the Board in respect of underwriters who have failed to meet their underwriting devolvement in the format specified in Schedule XVIII. Release of subscription money
94. (1) The 211[issuer] shall confirm to the bankers to the issue by way of copies of listing and
trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue. (2) In case the issuer fails to obtain listing or trading permission from the stock exchanges where the specified securities were listed, it shall refund through verifiable means the entire monies received within 212[four days] of receipt of intimation from stock exchanges rejecting the application for listing of specified securities, and if any such money is not repaid within 213[four days] after the issuer becomes liable to repay it the issuer and every director of the company who is an officer in default shall, on and from the expiry of the 214[fourth day], be jointly and severally liable to repay that money with interest at the rate of fifteen per cent. per annum. (3) The 215[designated stock exchange] shall ensure that the monies received in respect of the rights issue are released to the issuer in compliance with the provisions of sub-section (3) of
section 40 of the Companies Act, 2013, as applicable.
209 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”. 210 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”. 211 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”. 212 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “seven days”. 213 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “eight days”. 214 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) 215 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”.

216[Reporting of transactions of the promoters and promoter group and other pre-issue transactions
95. (1) The issuer shall ensure that all transactions in securities by the promoters and promoter
group between the date of filing of draft letter of offer or letter of offer, 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-issue placement disclosed in the draft letter of offer shall be reported to the stock exchange(s), within twenty-four hours of such pre-issue transactions (in part or in entirety).] Post-issue reports
96. The 217[issuer] shall submit post-issue reports as follows:
a) initial post-issue report as specified in Part B of Schedule XVII, within three working days of closure of the issue; b) final post-issue report as specified in Part C of Schedule XVII, within fifteen days of the date of finalization of basis of allotment or within fifteen days of refund of money in case of failure of the issue.
PART VIII: MISCELLEANEOUS
Restriction on further capital issues
97. An issuer shall not make any further issue of specified securities in any manner whether by
way of public issue, rights issue, preferential issue, qualified institutions placement, issue of bonus shares or otherwise, except pursuant to an employee stock option scheme 218[or a stock appreciation right scheme]:
216 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to the substitution, Regulation 95 read as under,- “Reporting of transactions of the promoters and promoter group
95. The issuer shall ensure that all transactions in securities by the promoters and promoter group between
the date of filing of the draft letter of offer or letter of offer, as the case may be, and the date of closure of the issue shall be reported to the stock exchanges where the specified securities of the issuer are to be listed, within twenty four hours of such transactions.” 217 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the words and symbol “lead manager(s)”. 218 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025.

a) 219[] b) 220[] during the period between the date of filing the draft letter of offer with the 221[stock exchanges(s)] and the listing of the specified securities offered through the letter of offer or refund of application monies; unless full disclosures regarding the total number of specified securities or amount proposed to be raised from such further issue are made in such draft letter of offer or letter of offer, as the case may be. Alteration of rights of holders of specified securities
98. The issuer shall not alter the terms (including the terms of issue) of specified securities which
may adversely affect the interests of the holders of those specified securities, except with the consent in writing of the holders of not less than three-fourths of the specified securities of that class or with the sanction of a special resolution passed at a meeting of the holders of the specified securities of that class.
PART IX: FAST TRACK RIGHTS ISSUE
222[*]
219 Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f
08.04.2025. Prior to the omission, clause (a) read as under:
“a) in case of a fast track issue, during the period between the date of filing the letter of offer with the stock exchanges where the securities are proposed to be listed and the listing of the specified securities offered through the letter of offer or refund of application monies; or.” 220 The words and symbol “in case of other issues,” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. 221 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025 for the word “Board”. 222 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.04.2025. Prior to its omission, Regulation 99 read as under,- “Eligibility conditions
99. (1) Unless otherwise specified, nothing contained in sub-regulations (1), (2), (4) and (5) of regulation 71
shall apply if the issuer satisfies the following conditions for making a rights issue through the fast track route - a) the equity shares of the issuer have been listed on any stock exchange for a period of at least three years immediately preceding the reference date; b) the entire shareholding of the promoter group of the issuer is held in dematerialised form on the reference date; c) the average market capitalisation of public shareholding of the issuer is at least two hundred and fifty crore rupees in at least one of the recognized stock exchanges with nationwide trading terminal, where its securities are listed; d) the annualised trading turnover of the equity shares of the issuer during six calendar months immediately preceding the month of the reference date has been at least two per cent. of the weighted average number of equity shares listed during such six months‘ period:

Provided that for issuers, whose public shareholding is less than fifteen per cent. of its issued equity capital, the annualised trading turnover of its equity shares has been at least two per cent. of the weighted average number of equity shares available as free float during such six months‘ period; e) the annualized delivery-based trading turnover of the equity shares during six calendar months immediately preceding the month of the reference date has been at least ten per cent. of the annualized trading turnover of equity shares during such six months‘ period; f) the issuer has been in compliance with the equity listing agreement or 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:
Provided that if the issuer has not complied with the provisions of the listing agreement or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, relating to composition of board of directors, for any quarter during the last three years immediately preceding the reference date, but is compliant with such provisions at the time of filing of letter of offer, and adequate disclosures are made in the letter of offer about such non-compliances during the three years immediately preceding the reference date, it shall be deemed as compliance with the condition; Provided further that imposition of only monetary fines by stock exchanges on the issuer shall not be a ground for ineligibility for undertaking issuances under this regulation; g) the issuer has redressed at least ninety five per cent. of the complaints received from the investors till the end of the quarter immediately preceding the month of the reference date; h) that no show-cause notices, excluding proceedings for imposition of penalty, have been issued by the Board and pending against the issuer or its promoters or whole-time directors as on the reference date.; In cases 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; necessary disclosures in respect of such action(s) along-with its potential adverse impact on the issuer shall be made in the letter of offer.; i) if the issuer or the promoter or the promoter group or the director of the issuer has settled any alleged violations of securities laws through the settlement mechanism of the Board in the past three years immediately preceding the reference date, then the disclosure of such compliance of the settlement order, shall be made in the letter of offer; j) the equity shares of the issuer have not been suspended from trading as a disciplinary measure during last three years immediately preceding the reference date; k) there shall be no conflict of interest between the lead manager(s) and the issuer or its group companies in accordance with the applicable regulations. l) the promoters and promoter group shall mandatorily subscribe to their rights entitlement and shall not renounce their rights, except to the extent of renunciation within the promoter group or for the purpose of complying with minimum public shareholding norms prescribed under the Securities Contracts (Regulation) Rules, 1957; m) for audit qualifications, if any, in respect of any of the financial years for which accounts are disclosed in the letter of offer, the issuer shall provide the restated financial statements adjusting for the impact of the audit qualifications. Further, [*] for the qualifications wherein impact on the financials cannot be ascertained the same shall be disclosed
appropriately in the letter of offer. Explanation: For the purpose of this regulation:
(i) “average market capitalisation of public shareholding” means the sum of daily market capitalisation of public shareholding for a period of one year up to the end of the quarter preceding the month in which the proposed issue was approved by the shareholders or the board of the issuer, as the case may be, divided by the number of trading days. (ii) “public shareholding” shall have the same meaning as assigned to it under the Securities Contracts (Regulation) Rules, 1957. (iii) “reference date” means the date of filing the letter of offer with the designated stock exchange. (iv) “audit qualifications” for this regulation shall be those disclosed under applicable accounting standard relating to modification to the opinion in the independent auditor’s report and requires a qualified opinion, adverse opinion or disclaimer of opinion for material misstatements.”

223[*]
CHAPTER IV - FURTHER PUBLIC OFFER
PART I: ELIGIBILITY REQUIREMENTS
Reference date
101. Unless otherwise provided in this Chapter, an issuer making a further public offer of
specified securities shall satisfy the conditions of this Chapter as on the date of filing of the draft offer document with the Board and also as on the date of 224[filing] the offer document with the Registrar of Companies. Entities not eligible to make a further public offer
102. An issuer shall not be eligible to make a further public offer:
(a) if the issuer, any of its promoters, promoter group or directors, selling shareholders are debarred from accessing the capital market by the Board; (b) if any of the promoters or directors of the issuer is a promoter or director of any other company which is debarred from accessing the capital market by the Board; (c) if the issuer or any of its promoters or directors is a 225[wilful defaulter or a fraudulent borrower]; (d) if any of its promoters or directors is a fugitive economic offender. Explanation: The restrictions under (a) and (b) above shall not apply to the persons or entities mentioned therein, who were debarred in the past by the Board and the period of debarment is already over as on the date of filing of the draft offer document with the Board. 223 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its omission, Regulation 100 read as under,- “Issue conditions
100. (1) The issuer shall file the letter of offer in accordance with sub-regulation 8 and 9 of
regulation 71 and shall pay fees to the Board as specified in Schedule III.
(2) The lead manager(s) shall submit to the Board, the following documents along with the letter of offer:
(a) a due diligence certificate as per Form A of Schedule V including additional confirmations as specified in Form E of Schedule V; (b) in case of a fast track issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule V.” 224 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 225 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter”.

Eligibility requirements for further public offer
103. 226[(1) An issuer shall be eligible to make a further public offer, if it has not changed its
name in the last one year period immediately preceding the date of filing the relevant offer document:
Provided that if an issuer has changed its name in the last one year period immediately preceding the date of filing the relevant offer document, such an issuer shall make further public offer if at least fifty per cent. of the revenue for the preceding one full year has been earned by it from the activity indicated by its new name. (2) An issuer not satisfying the condition stipulated in the proviso to sub-regulation (1), shall make a further public offer only if the issue is made through the book building process and the issuer undertakes to allot at least seventy five per cent. of the net offer, to qualified institutional buyers and to refund full subscription money if it fails to make the said minimum allotment to qualified institutional buyers.] General conditions
104. (1) An issuer making a further public offer shall ensure that -
(a) it has made an application to one or more stock exchanges to seek an in-principle approval for listing of its specified securities on such stock exchanges and has chosen one of them as the designated stock exchange, in terms of Schedule XIX; (b) it has entered into an agreement with a depository for dematerialisation of specified securities already issued and proposed to be issued; (c) all its existing partly paid-up equity shares have either been fully paid-up or have been forfeited; (d) it has made firm arrangements of finance through verifiable means towards seventy five per cent. of the stated means of finance for the specific project proposed to be funded from the issue proceeds, excluding the amount to be raised through the proposed public issue or through existing identifiable internal accruals. 226 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, sub-regulations (1) and (2) read as follows:
“(1) An issuer may make a further public offer, if it has changed its name within the last one year, at least fifty per cent. of the revenue for the preceding one full year has been earned by it from the activity indicated by its new name. (2) An issuer not satisfying the condition stipulated in sub-regulation (1) may make a further public offer only if the issue is made through the book-building process and the issuer undertakes to allot at least seventy five per cent. of the net offer, to qualified institutional buyers and to refund full subscription money if it fails to make the said minimum allotment to qualified institutional buyers.”

227[Explanation. - For the purposes of this regulation “finance for the specific project” shall mean finance for capital expenditures only.] (2) The amount for general corporate purposes, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed twenty five per cent. of the amount being raised by the issuer. 228[(3) The amount for:
(i) general corporate purposes, and
(ii) such objects where the issuer company has not identified acquisition / investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed thirty five per cent. of the amount being raised by the issuer:
Provided that the amount raised for such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed twenty five per cent. of the amount being raised by the issuer:
Provided further that such limits shall not apply if the proposed acquisition or strategic investment object has been identified and suitable specific disclosures about such acquisitions or investments are made in the draft offer document and the offer document at the time of filing of offer documents.] Explanation: For the purposes of this regulation, “project” means the object for which monies are proposed to be raised to cover the objects of the issue. Additional conditions for an offer for sale
105. Only such fully paid-up equity shares may be offered for sale to public which have been held
by the selling shareholder(s) for a period of at least one year prior to the filing of the draft offer document:
229[Provided that in case the equity shares received on conversion or exchange of fully paid-up compulsorily convertible securities including depository receipts are being offered for sale, the 227 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 228 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

holding period of such convertible securities, including depository receipts, as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period referred in this sub-regulation. Provided further that such holding period of one year shall be required to be complied with at the time of filing of the draft offer document.] Explanation: If the equity shares arising out of the conversion or exchange of the fully paid-up compulsorily convertible securities are being offered for sale, the conversion or exchange should be completed prior to filing of the offer document (i.e. red herring prospectus in the case of a book built issue and prospectus in the case of a fixed price issue), provided full disclosures of the terms of conversion or exchange are made in the draft offer document. Provided further that the requirement of holding the equity shares for a period of one year shall not apply:
a) in case of an offer for sale of a government company or statutory authority or corporation or any special purpose vehicle set up and controlled by any one or more of them, which is engaged in the infrastructure sector; 230[b) if the equity shares or equity shares arising out of conversion of fully paid-up compulsorily convertible securities are offered for sale where such equity shares or fully paid-up compulsorily convertible securities were acquired pursuant to any scheme approved by a High Court or approved by a Tribunal or the Central Government under sections 230 to 234 of the Companies Act, 2013, as applicable, in lieu of business and invested capital, which had been in existence for a period of more than one year prior to approval of such scheme;] c) if the equity 231[shares] offered for sale were issued under a bonus issue on securities held for a period of at least one year prior to the filing of the draft offer document with the Board and further subject to the following:
(i) such specified securities being issued out of free reserves and share premium existing in the books of account as at the end of the financial year preceding the financial year in which the draft offer document is filed with the Board; and 229 The existing second proviso was placed before the existing first proviso by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 230 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to the substitution, clause b) read as follows:
“b) if the equity shares offered for sale were acquired pursuant to any scheme approved by a High Court [*] or approved by a tribunal or the Central Government under the sections 230 to 234 of the Companies Act, 2013, as applicable, in lieu of business and invested capital which had been in existence for a period of more than one year prior to approval of such scheme;” 231 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word “shared”.

(ii) such equity shares not being issued by utilisation of revaluation reserves or unrealized profits of the issuer.
PART II: ISSUE OF CONVERTIBLE DEBT INSTRUMENTS AND WARRANTS
106. An issuer shall be eligible to make a further public offer of convertible debt instruments if its
equity shares are already listed;
Provided that it is not in default in payment of interest or repayment of principal amount in respect of debt instruments issued by it to the public, if any, for a period of more than six months. Additional requirements for issue of convertible debt instruments
107. (1) In addition to other requirements laid down in these regulations, an issuer making a
public issue of convertible debt instruments shall also comply with the following conditions:
a) it has obtained credit rating for such convertible debt instrument from one or more credit rating agencies; b) it has appointed at least one debenture trustee in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993; c) it shall create a debenture redemption reserve in accordance with the provisions of the Companies Act, 2013 and rules made thereunder; d) if the issuer proposes to create a charge or security on its assets in respect of secured convertible debt instruments, it shall ensure that:
i) such assets are sufficient to discharge the principal amount at all times; ii) such assets are free from any encumbrance; iii) where security is already created on such assets in favour of public financial institutions or scheduled commercial banks or the issue of convertible debt instruments is proposed to be secured by creation of security on a leasehold land, the consent of such public financial institution, scheduled commercial bank or lessor for a second or pari passu charge has been obtained and submitted to the debenture trustee before the opening of the issue; iv) the security or asset cover shall be arrived at after reduction of the liabilities having a first or prior charge, in case the convertible debt instruments are secured by a second or subsequent charge. (2) The issuer shall redeem the convertible debt instruments in terms of the offer document.

Roll over of non-convertible portion of partly convertible debt instruments
108. The non-convertible portion of partly convertible debt instruments issued by a listed issuer,
the value of which exceeds ten crore rupees, may be rolled over, subject to compliance with the provisions of the Companies Act, 2013 and the following conditions:
(a) seventy five per cent. of the holders (in value) of the convertible debt instruments of the issuer have, through a resolution, approved the rollover through postal ballot; (b) the issuer has, along with the notice for passing the resolution, sent to all holders of the convertible debt instruments, an auditors’ certificate on the cash flow of the issuer and with comments on the liquidity position of the issuer; (c) the issuer has undertaken to redeem the non-convertible portion of the partly convertible debt instruments of all the holders of the convertible debt instruments who have not agreed to the resolution; (d) credit rating has been obtained from at least one credit rating agency registered with the Board within a period of one month prior to the due date of redemption and has been communicated to the holders of the convertible debt instruments, before the roll over. (2) The creation of fresh security and execution of fresh trust deed shall not be mandatory if the existing trust deed or the security documents provide for continuance of the security till redemption of secured convertible debt instruments:
Provided that the debenture trustee shall decide if the issuer is required to create fresh security and to execute fresh trust deed. Conversion of optionally convertible debt instruments into equity share capital
109. (1) The issuer shall not convert its optionally convertible debt instruments into equity shares
unless the holders of such convertible debt instruments have sent their positive consent to the issuer and non-receipt of reply to any notice sent by the issuer for this purpose shall not be construed as consent for conversion of any convertible debt instruments. (2) Where the value of the convertible portion of any listed convertible debt instruments issued by an issuer exceeds ten crore rupees and the issuer has not determined the conversion price of such convertible debt instruments at the time of making the issue, the holders of such convertible debt instruments shall be given the option of not converting the convertible portion into equity shares:
Provided that where the upper limit or conversion formula on the price of such convertible debt instruments and justification thereon is determined and disclosed to the investors at the time of making the issue, it shall not be necessary to give such option to the holders of the convertible debt instruments for converting the convertible portion into equity share capital within the said upper limit.

(3) Where an option is to be given to the holders of the convertible debt instruments in terms of sub-regulation (2) and if one or more of such holders do not exercise the option to convert the instruments into equity share capital at a price determined in the general meeting of the shareholders, the issuer shall redeem that part of the instruments within one month from the last date by which option is to be exercised, at a price which shall not be less than its face value. (4) The provisions of sub-regulation (3) shall not apply if such redemption is in terms of the disclosures made in the offer document. Issue of convertible debt instruments for financing
110. An issuer shall not issue convertible debt instruments for financing or for providing loans to or
for acquiring shares of any person who is part of the promoter group or group companies:
Provided that an issuer shall be eligible to issue fully convertible debt instruments for these purposes if the period of conversion of such debt instruments is less than eighteen months from the date of issue of such debt instruments. Issue of warrants
111. An issuer shall be eligible to issue warrants in a further public offer subject to the following
conditions:
(a) the tenure of such warrants shall not exceed eighteen months from the date of their allotment in the public issue; (b) a specified security may have one or more warrants attached to it; (c) the price or formula for determination of exercise price of the warrants shall be determined upfront and at least twenty-five per cent. of the consideration amount based on the exercise price shall also be received upfront; Provided that in case the exercise price of warrants is based on a formula, twenty-five per cent. consideration amount based on the cap price of the price band determined for the linked equity shares or convertible securities shall be received upfront. (d) in case the warrant holder does not exercise the option to take equity shares against any of the warrants held by the warrant holder, within three months from the date of payment of consideration, such consideration made in respect of such warrants shall be forfeited by the issuer.

PART III: PROMOTERS’ CONTRIBUTION
Requirement of minimum promoters’ contribution not applicable in certain cases
112. The requirements of minimum promoters’ contribution shall not apply in case of:
(a) an issuer which does not have any identifiable promoter; 232[(b) where the equity shares of the issuer are frequently traded on a stock exchange for a period of at least three years immediately preceding the reference date, and:
i) the issuer has redressed at least ninety five per cent of the complaints received from the investors till the end of the quarter immediately preceding the month of the reference date, and; ii) the issuer has been in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a minimum period of three years immediately preceding the reference date:
Provided that if the issuer has not complied with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to composition of board of directors, for any quarter during the last three years immediately preceding the date of filing of draft offer document/offer document, but is compliant with such provisions at the time of filing of draft offer document/offer document, and adequate disclosures are made in the offer document about such non-compliances during the three years immediately preceding the date of filing the draft offer document/offer document, it shall be deemed as compliance with the condition:
Provided further that where the promoters propose to subscribe to the specified securities offered to the extent greater than higher of the two options available in clause (a) of subregulation (1) of regulation 113, the subscription in excess of such percentage shall be made at a price determined in terms of the provisions of regulation 164 or the issue price, whichever is higher.] Explanation: The reference date for the purpose of computing the annualised trading turnover referred to in the said Explanation shall be the date of filing the draft offer document with the 232 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, w-e-f
08.01.2021. Prior to its substitution, the provision read as under:
“(b) where the equity shares of the issuer are frequently traded on a stock exchange for a period of at least three years and the issuer has a track record of dividend payment for at least three immediately preceding years:
Provided that where the promoters propose to subscribe to the specified securities offered to the extent greater than higher of the two options available in clause (a) of sub-regulation (1) of regulation 113, the subscription in excess of such percentage shall be made at a price determined in terms of the provisions of regulation 164 or the issue price, whichever is higher.”

Board and in case of a fast track issue, the date of filing the offer document with the Registrar of Companies, and before opening of the issue. Minimum promoters’ contribution
113. (1) The promoters shall contribute in the public issue as follows:
a) either to the extent of twenty per cent. of the proposed issue size or to the extent of twenty per cent. of the post-issue capital; b) in case of a composite issue (i.e. further public offer cum rights issue), either to the extent of twenty per cent. of the proposed issue size or to the extent of twenty per cent. of the postissue capital excluding the rights issue component. (2) In case of a public issue or composite issue of convertible securities, the minimum promoters’ contribution shall be as follows:
a) the promoters shall contribute twenty per cent. as stipulated in clause (a) or (b) of subregulation (1), as the case may be, either by way of equity shares or by way of subscription to the convertible securities:
Provided that if the price of the equity shares allotted pursuant to conversion is not predetermined and not disclosed in the offer document, the promoters shall contribute only by way of subscription to the convertible securities being issued in the public issue and shall undertake in writing to subscribe to the equity shares pursuant to conversion of such securities. b) in case of any issue of convertible securities which are convertible or exchangeable on different dates and if the promoters’ contribution is by way of equity shares (conversion price being pre-determined), such contribution shall not be at a price lower than the weighted average price of the equity share capital arising out of conversion of such securities. (3) In case of a further public offer or composite issue where the promoters contribute more than the stipulated minimum promoters’ contribution, the allotment with respect to excess contribution shall be made at a price determined in terms of the provisions of regulation 164 or the issue price, whichever is higher. (4) In case the promoters have to subscribe to equity shares or convertible securities towards promoters’ contribution, the promoters shall satisfy the requirements of this regulation at least one day prior to the date of opening of the issue and the amount of promoters’ contribution shall be kept in an escrow account with a scheduled commercial bank and shall be released to the issuer along with the release of the issue proceeds:

Provided further that where the minimum promoters’ contribution is more than one hundred crore rupees and the further public offer is for partly paid shares, the promoters shall bring in at least one hundred crore rupees before the date of opening of the issue and the remaining amount may be brought on a pro-rata basis before the calls are made to the public. 233[(5) The SR equity shares of promoters, if any, shall be eligible towards computation of minimum promoters’ contribution.] Explanation:
(I) For the purpose of this regulation, promoters’ contribution shall be computed on the basis of the post-issue expanded capital:
(a) assuming full proposed conversion of convertible securities into equity shares; (b) assuming exercise of all vested options, where any employee stock options 234[or stock appreciation rights] are outstanding at the time of further public offer. (II) For computation of “weighted average price”:
(a) “weight” means the number of equity shares arising out of conversion of such specified securities into equity shares at various stages; (b) “price” means the price of equity shares on conversion arrived at after taking into account predetermined conversion price at various stages. Securities ineligible for minimum promoters’ contribution
114. (1) For the computation of minimum promoters’ contribution, the following specified
securities shall not be eligible:
(a) specified securities acquired during the preceding three years, if these are:
i) acquired for consideration other than cash and revaluation of assets or capitalisation of intangible assets is involved in such transaction; or ii) resulting from a bonus issue by utilisation of revaluation reserves or unrealised profits of the issuer or from bonus issue against equity shares which are ineligible for minimum promoters’ contribution; 233 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019. 234 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

(b) specified securities pledged with any creditor other than those for borrowings by the issuer or its subsidiaries. (2) Specified securities referred to in clauses (a) of sub-regulation (1) shall be eligible for the computation of promoters’ contribution, if such securities are acquired pursuant to a scheme which has been approved by the High Court 235[*] or approved by a tribunal or the Central Government under section 230 to 234 of the Companies Act, 2013.
PART IV: LOCK-IN AND RESTRICTIONS ON TRANSFERABILITY
Lock-in of specified securities held by the promoters
115. The specified securities held by the promoters shall not be transferable (hereinafter referred
to as “locked-in”) for the periods as stipulated hereunder:
(a) minimum promoters’ contribution including contribution made by alternative investment funds, or foreign venture capital investors, as applicable, shall be locked-in for a period of 236[ eighteen months from the date of allotment of the further public offer:] 237[Provided that in case the majority of the issue proceeds excluding the portion of offer for sale is proposed to be utilized for capital expenditure, then the lock-in period shall be three years from the date of allotment in the initial public offer.] (b) promoters’ holding in excess of minimum promoters’ contribution shall be locked-in for a period of 238[six months:] 239[ Provided that in case the majority of the issue proceeds excluding the portion of offer for sale is proposed to be utilized for capital expenditure, then the lock-in period shall be one year from the date of allotment in the initial public offer.] 240[(c) The SR equity shares shall be under lock-in until their conversion to equity shares having voting rights same as that of ordinary shares, provided they are in compliance with the other provisions of these regulations.] 235 The words, numbers and symbols “under section 391 to 394 of the Companies Act, 1956” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 236 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words “three years from the date of commencement of commercial production or from the date of allotment in the further public offer, whichever is later;” 237 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. 238 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words “one year”. 239 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021. 240 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

241[*]
242[Explanation: For the purpose of this regulation, “capital expenditure” shall include civil work, miscellaneous fixed assets, purchase of land, building and plant and machinery, etc. 243[and repayment of existing loan(s) that may have been taken for the purpose of such capital expenditure.]] Lock-in of specified securities lent to stabilising agent under green shoe option
116. The lock-in provisions of this part shall not apply with respect to the specified securities lent
to stabilising agent for the purpose of green shoe option, during the period starting from the date of lending of such specified securities and ending on the date on which they are returned to the lender in terms of sub-regulation (5) or (6) of regulation 153:
Provided that the specified securities shall be locked-in for the remaining period from the date on which they are returned to the lender. Lock-in of party-paid securities
117. Where the specified securities which are subject to lock-in are partly paid-up and the amount
called-up on such specified securities is less than the amount called-up on the specified securities issued to the public, the lock-in shall end only on the expiry of 244[eighteen months] after such specified securities have become pari passu with the specified securities issued to the public. Inscription or recording of non-transferability
118. The certificates of specified securities which are subject to lock-in shall contain the
inscription “non- transferable” and specify the lock-in period and in case such specified securities are dematerialised, the issuer shall ensure that the lock-in is recorded by the depository. 241 Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, w-e-f
08.01.2021. Prior to the omission the proviso read as under:
“Provided that the excess promoters’ contribution as provided in the proviso to clause (b) of regulation 112 shall not be subject to lock-in.” 242 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the following – “Explanation: For the purposes of this regulation, the expression "date of commencement of commercial production" means the last date of the month in which commercial production of the project in respect of which the funds raised are proposed to be utilised as stated in the offer document, is expected to commence.” 243 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 244 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021, w-e-f 13.08.2021, for the words “three years”.

Pledge of locked-in specified securities
119. Specified securities 245[, except SR equity shares,] held by the promoters and locked in may
be pledged as collateral security for a loan granted by a scheduled commercial bank or a public financial institution or a systemically important non-banking finance company or a housing finance company, subject to the following:
a) if the specified securities are locked-in in terms of clause (a) of regulation 115, the loan has been granted to the issuer company or its subsidiary/subsidiaries for the purpose of financing one or more of the objects of the issue and pledge of specified securities is one of the terms of sanction of the loan b) if the specified securities are locked-in in terms of clause (b) of regulation 115 and the pledge of specified securities is one of the terms of sanction of the loan. Transferability of locked-in specified securities
120. Subject to the provisions of the Securities and Exchange Board of India (Substantial
Acquisition of shares and Takeovers) Regulations, 2011, the specified securities246[, except SR equity shares,] held by the promoters and locked-in as per regulation 115 may be transferred to another promoter or any person of the promoter group or a new promoter or a person in control of the issuer:
Provided that lock-in on such specified securities shall continue for the remaining period with the transferee and such transferee shall not be eligible to transfer them till the lock-in period stipulated in these regulations has expired.
PART V: APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND
COMPLIANCE OFFICER
121. (1) The issuer shall appoint one or more merchant bankers, which are registered with the
Board, as lead manager(s) to the issue.
(2) Where the issue is managed by more than one lead manager, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each lead manager shall be predetermined and be disclosed in the draft offer document and the offer document as specified in Schedule I:
245 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019. 246 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019 w.e.f.29.07.2019.

(3) At least one lead manager to the issue shall not be an associate [as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992] of the issuer and if any of the lead managers is an associate of the issuer, it shall disclose itself as an associate of the issuer and its role shall be limited to the marketing of the issue. (4) The issuer shall, in consultation with the lead manager(s), appoint other intermediaries which are registered with the Board after the lead manager(s) have independently assessed the capability of other intermediaries to carry out their obligations. (5) The issuer shall enter into an agreement with the lead manager(s) in the format specified in
Schedule II and enter into agreements with other intermediaries as required under the respective
regulations applicable to the intermediary concerned:
Provided that such agreements may include such other clauses as the issuer and the intermediaries may deem fit without diminishing or limiting in any way the liabilities and obligations of the lead manager(s), other intermediaries and the issuer under the Act, the Companies Act, 2013 or the Companies Act, 1956 (to the extent applicable), the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder or any statutory modification or statutory enactment thereof:
Provided further that in case of ASBA process, the issuer shall take cognisance of the deemed agreement of the issuer with the self-certified syndicate banks. (6) The issuer shall, in the case of an issue made through the book building process, appoint syndicate member(s) and in the case of any other issue, appoint bankers to an issue, at centres as specified in Schedule XII. (7) The issuer shall appoint a registrar to the issue, registered with the Board, which has connectivity with all the depositories:
Provided that if issuer itself is a registrar, it shall not appoint itself as a registrar to the issue:
Provided further that the lead manager shall not act as a registrar to the issue in which it is also handling the post-issue responsibilities. (8) The issuer shall appoint a 247[person qualified to be a company secretary as the] compliance officer who shall be responsible for monitoring the compliance of the securities laws and for redressal of investors’ grievances.

247 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

PART VI: DISCLOSURES IN AND FILING OF OFFER DOCUMENTS
Disclosures in the draft offer document and the offer document
122. (1) The draft offer document and the offer document shall contain all material disclosures
which are true and adequate to enable the applicants to take an informed investment decision. (2) Without prejudice to the generality of sub-regulation (1), the red-herring prospectus, shelf prospectus and prospectus shall contain:
(i) disclosures specified in the Companies Act, 2013; and (ii) disclosures specified in Part A of Schedule VI, subject to the provisions of Parts C and D thereof. (3) The lead manager(s) shall exercise due diligence and satisfy themselves about all aspects of the issue including the veracity and adequacy of disclosures made in the draft offer document and the offer document. (4) The lead manager(s) shall call upon the issuer, its promoters and its directors or in case of an offer for sale, the selling shareholders, to fulfil their obligations as disclosed by them in the draft offer document and the offer document and as required in terms of these Regulations. (5) The lead manager(s) shall ensure that the information contained in the offer document and the particulars as per audited financial statements in the offer document are not more than six months old from the issue opening date. Filing of the draft offer document and offer documents
123. (1) Prior to making a further public offer, the issuer shall file three copies of the draft offer
document 248[with the Board], in accordance with Schedule IV, along with fees as specified in
Schedule III, through the lead manager(s).
(2) The lead manager(s) shall submit the following to the Board along with the draft offer document:
a) a certificate, confirming that an agreement has been entered into between the issuer and the lead manager(s) b) a due diligence certificate as per Form A of Schedule V; c) in case of an issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule V; d) a certificate confirming compliance of the conditions specified in Part C of Schedule VI. 248 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022 for the words “with the concerned regional office of the Board under the jurisdiction of which the registered office of the issuer company is located”.

(3) The issuer shall also file the draft offer document with the stock exchange(s) where the specified securities are proposed to be listed, and shall submit to the stock exchange(s), the Permanent Account Number, bank account number and passport number of its promoters where they are individuals, and Permanent Account Number, bank account number, company registration number or equivalent and the address of the Registrar of Companies with which the promoter is registered, where the promoter is a body corporate. (4) The Board may specify changes or issue observations on the draft offer document within a period of thirty days from the later of the following dates:
a) the date of receipt of the draft offer document under sub-regulation (1); or b) the date of receipt of satisfactory reply from the lead manager(s), where the Board has sought any clarification or additional information from them; or c) the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or d) the date of receipt of a copy of in-principle approval letter issued by the stock exchange(s). (5) If the Board specifies changes or issues observations on the draft offer document, the issuer and the lead manager(s) shall carry out such changes in the draft offer document and shall submit to the Board an updated draft offer document complying with the observations issued by the Board and highlighting all changes made in the draft offer document before 249[*] filing the offer documents with the Registrar of Companies or the appropriate authority, as applicable. (6) If there are any changes in the draft offer document in relation to the matters specified in
Schedule XVI, the updated offer document or a fresh draft offer document, as the case may be,
shall be filed with the Board along with fees specified in Schedule III.
(7) Copy of the offer documents shall also be filed with the Board and the stock exchanges through the lead manager(s) simultaneously while 250[filing] the offer documents with Registrar of Companies. (8) The draft offer document and the offer document shall also be furnished to the Board in a soft copy in the manner as may be specified. 249 Word “registering or” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020. 250 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”.

(9) The lead manager(s) shall submit the following documents to the Board after issuance of observations by the Board or after expiry of the period stipulated in sub-regulation (4) of regulation 123 if the Board has not issued observations:
a) a statement certifying that all changes, suggestions and observations made by the Board have been incorporated in the offer document; b) a due diligence certificate as per Form C of Schedule V, at the time of 251[filing] of the offer document; c) a copy of the resolution passed by the board of directors of the issuer for allotting specified securities to promoters towards amount received against promoters’ contribution, before opening of the issue; d) a certificate from a Chartered Accountant, before opening of the issue, certifying that promoters’ contribution has been received in accordance with these regulations, accompanying therewith the names and addresses of the promoters who have contributed to the promoters’ contribution and the amount paid and credited to the bank account of the issuer by each of them towards such contribution; e) a due diligence certificate as per Form D of Schedule V, in the event the issuer has made a disclosure of any material development by issuing a public notice. Draft offer document and offer document to be available to the public
124. (1) The draft offer document filed with the Board shall be made public for comments, if any,
for a period of at least twenty one days from the date of 252[publication of the public announcement under sub-regulation (2)], by hosting it on the websites of 253[the issuer,] the Board, stock exchanges where specified securities are proposed to be listed and lead manager(s) associated with the issue. (2) The issuer shall, within two 254[working] days of filing the draft offer document with the Board, make a public announcement in one English national daily newspaper with wide circulation, one 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, disclosing to the public the fact of filing of the draft offer document with the Board and inviting 251 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 252 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word “filing”. 253 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023. 254 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

the public to provide their comments to the Board, the issuer or the lead manager(s) in respect of the disclosures made in the draft offer document. (3) The lead manager(s) shall, after expiry of the period stipulated in sub-regulation (1), file with the Board, details of the comments received by them or the issuer from the public, on the draft offer document, during that period and the consequential changes, if any, that are required to be made in the draft offer document. (4) The issuer and the lead manager(s) shall ensure that the offer documents are hosted on the websites as required under these regulations and its contents are the same as the versions as filed with the Registrar of Companies, the Board and the stock exchanges, as applicable. (5) The lead manager(s) and the stock exchanges shall provide copies of the offer documents, to the public as and when requested and may charge a reasonable sum for providing a copy of the same.
PART VII - PRICING
Face value of equity shares
125. The disclosure about the face value of equity shares shall be made in the draft offer
document, offer document, advertisements and application forms, along with the price band or the issue price in identical font size. Pricing
126. (1) The issuer may determine the price of equity shares, and in case of convertible securities, the
coupon rate and the conversion price, in consultation with the lead manager(s) or through the book building process, as the case may be. (2) The issuer shall undertake the book building process in the manner specified in Schedule XIII. Price and price band
127. (1) The issuer may mention a price or a price band in the offer document (in case of a fixed
price issue) and a floor price or a price band in the red herring prospectus (in case of a book built issue) and determine the price at a later date before 255[filing] the prospectus with the Registrar of Companies:
255 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”.

Provided that the prospectus 256[filed] with the Registrar of Companies shall contain only one price or the specific coupon rate, as the case may be. (2) The cap on the price band, and the coupon rate in case of convertible debt instruments, shall be less than or equal to one hundred and twenty per cent. of the floor price. 257[Provided that the cap of the price band shall be at least one hundred and five percent of the floor price.] (3) The floor price or the final price shall not be less than the face value of the specified securities. 258[(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.] (5) The announcement referred to in sub-regulation (4) shall contain relevant financial ratios computed for both upper and lower end of the price band and also a statement drawing attention of the investors to the section title “basis of issue price” of the offer document. (6) The announcement referred to in sub-regulation (4) and the relevant financial ratios referred to in sub-regulation (5) shall be disclosed on the websites of the stock exchange(s) and shall also be pre-filled in the application forms to be made available on the websites of the stock exchange(s). Differential pricing
128. (1) The issuer may offer its specified securities at different prices, subject to the following:
a) retail individual investors or retail individual shareholders or employees entitled for reservation made under regulation 130 may be offered specified securities at a price not lower than by more than ten per cent. of the price at which net offer is made to other categories of applicants, excluding anchor investors; b) in case of a book built issue, the price of the specified securities offered to the anchor investors shall not be lower than the price offered to other applicants; 256 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registered”. 257 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 258 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (4) read as under,- “(4) Where the issuer opts not to make the disclosure of the floor price or price band in the red herring prospectus, the issuer shall announce the floor price or the price band at least one working day before the opening of the bid in the same newspapers in which the pre-issue advertisement was released or together with the pre-issue advertisement in the format prescribed under Part A of Schedule X.”

c) in case of a composite issue, the price of the specified securities offered in the public issue may be different from the price offered in rights issue and justification for such price difference shall be given in the offer document. d) in case the issuer opts for the alternate method of book building in terms of Part D of
Schedule XIII, the issuer may offer the specified securities to its employees at a price not
lower by more than ten per cent. of the floor price.
(2) Discount, if any, shall be expressed in rupee terms in the offer document.
PART VIII: ISSUANCE CONDITIONS AND PROCEDURE
Allocation in the net offer
129. (1) In an issue made through the book building process under sub-regulation (1) of regulation
103, the allocation in the net offer category shall be as follows:
a) not less than thirty five per cent. to retail individual investors; b) not less than fifteen per cent. to non-institutional investors; c) not more than fifty per cent. to qualified institutional buyers, five per cent. of which shall be allocated to mutual funds:
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in any other category:
Provided further that in addition to five per cent. allocation available in terms of clause (c), mutual funds shall be eligible for allocation under the balance available for qualified institutional buyers. (2) In an issue made through the book building process under sub-regulation (2) of regulation 103, the allocation in the net offer category shall be as follows:
(a) not more than ten per cent. to retail individual investors; (b) not more than fifteen per cent. to non-institutional investors; (c) not less than seventy five per cent. to qualified institutional buyers, five per cent. of which shall be allocated to mutual funds:
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in the other category:
Provided further that in addition to five per cent. allocation available in terms of clause (c), mutual funds shall be eligible for allocation under the balance available for qualified institutional buyers. (3) In an issue made through the book building process, the issuer may allocate up to sixty per cent. of the portion available for allocation to qualified institutional buyers to anchor investors in accordance with the conditions specified in this regard in Schedule XIII.

259[(3A) 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 application size of more than two lakh rupees and up to ten lakh rupees; (b) two third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than ten lakh rupees:
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b) may be allocated to applicants in the other sub-category of non-institutional investors.] (4) In an issue made other than through the book building process, allocation in the net offer category shall be made as follows:
(a) minimum fifty per cent. to retail individual investors; and (b) remaining to:
(i) individual applicants other than retail individual investors; and (ii) other investors including corporate bodies or institutions, irrespective of the number of specified securities applied for; Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in the other category. Explanation: For the purpose of sub-regulation (4), if the retail individual investor category is entitled to more than fifty per cent. of the issue size on a proportionate basis, the retail individual investors shall be allocated that higher percentage. Reservation on a competitive basis
130. (1) The issuer may make reservations on a competitive basis out of the issue size excluding
promoters’ contribution in favour of the following categories of persons:
(a) employees;
(b) shareholders (other than promoters and promoter group) of listed subsidiaries or listed promoter companies:
Provided that the issuer shall not make any reservation for the lead manager(s), registrar, syndicate member(s), their promoters, directors and employees and for the group or associate 259 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f.
1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second
Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

companies (as defined under the Companies Act, 2013) of the lead manager(s), registrar and syndicate member(s) and their promoters, directors and employees. (2) In a further public offer, other than in a composite issue, the issuer may make a reservation on a competitive basis out of the issue size excluding promoters’ contribution r for the existing retail individual shareholders of the issuer. (3) The reservations on competitive basis shall be subject to following conditions:
(a) the aggregate of reservation for employees shall not exceed five per cent. of the post-issue capital of the issuer and the value of allotment to any employee shall not exceed two lakhs rupees:
Provided that in the event of under-subscription in the employee reservation portion, the unsubscribed portion may be allotted on a proportionate basis, for a value in excess of two lakhs rupees, subject to the total allotment to an employee not exceeding five lakhs rupees. (b) reservation for shareholders shall not exceed ten per cent. of the issue size; (c) no further application for subscription in the net offer can be made by persons (except an employee and retail individual shareholder of the listed issuer and retail individual shareholders of listed subsidiaries of listed promoter companies) in favour of whom reservation on a competitive basis is made; (d) any unsubscribed portion in any reserved category may be added to any other reserved category/categories and the unsubscribed portion, if any, after such inter-se adjustments amongst the reserved categories shall be added to the net offer category; (e) in case of under-subscription in the net offer category, spill-over to the extent of undersubscription shall be permitted from the reserved category to the net public offer. (4) An applicant in any reserved category may make an application for any number of specified securities, but not exceeding the reserved portion for that category. Abridged prospectus
131. (1) The abridged prospectus shall contain the disclosures as specified in Part E of Schedule
VI and shall not contain any matter extraneous to the contents of the offer document. (2) Every application form distributed by the issuer or any other person in relation to an issue shall be accompanied by a copy of the abridged prospectus. ASBA
132. The issuer shall accept bids using only the ASBA facility in the manner specified by the
Board.

Availability of issue material
133. The lead manager(s) shall ensure availability of the offer document and other issue material
including application forms to stock exchanges, syndicate members, registrar to issue, registrar and share transfer agents, depository participants, stock brokers, underwriters, bankers to the issue, investors’ associations and self certified syndicate banks before the opening of the issue. Prohibition on payment of incentives
134. Any person connected with the issue, shall not offer any incentive, whether direct or indirect,
in any manner, whether in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for services rendered in relation to the issue. 260[*] 261[ Underwriting 260 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. Prior to its omission, Regulation 135 read as follows- “Security deposit
135. (1) The issuer shall, before the opening of the subscription list, deposit with the designated stock
exchange, an amount calculated at the rate of one per cent. of the issue size available for subscription to the public in the manner specified by the Board and/or the stock exchange(s). (2) The amount specified in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board.” 261 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023. Prior to its substitution, regulation 136 read as follows,- “Underwriting
136. (1) If the issuer making a further public offer, other than through the book building process, desires to have
the issue underwritten, it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters. (2) If the issuer makes a public issue through the book building process, (a) the issue shall be underwritten by lead manager(s) and syndicate member(s):
Provided that at least seventy five per cent. of the net offer proposed to be compulsorily allotted to qualified institutional buyers for the purpose of compliance of the eligibility conditions specified in subregulation (2) of regulation 103, shall not be underwritten. (b) the issuer shall, prior to filing the prospectus, enter into underwriting agreement with the lead manager(s), and syndicate member(s), indicating therein the number of specified securities which they shall subscribe to at the predetermined price in the event of under-subscription in the issue. (c) if the syndicate member(s) fail to fulfil their underwriting obligations, the lead manager(s) shall fulfil the underwriting obligations. (d) the lead manager(s) and syndicate member(s) shall not subscribe to the issue in any manner except for fulfilling their underwriting obligations. (e) in case of every underwritten issue, the lead manager(s) shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. (f) where the issue is required to be underwritten, the underwriting obligations should at least be to the extent of minimum subscription.”

(1) If the issuer making a further public offer, other than through the book building process,
desires to have the issue underwritten to cover under-subscription in the issue, it shall, prior to the filing of the prospectus, enter into an underwriting agreement with the merchant bankers or stock brokers registered with the Board to act as underwriters, indicating therein the maximum number of specified securities they shall subscribe to, either by themselves or by procuring subscription, at a predetermined price which shall not be less than the issue price, and shall disclose the fact of such underwriting agreement in the prospectus.

(2) The issuer making a further public offer, other than through the book building process, shall, prior to the filing of the prospectus, enter into an underwriting agreement with the merchant bankers or stock brokers registered with the Board to act as underwriters, indicating therein the number of specified securities they shall subscribe to on account of rejection of applications, either by themselves or by procuring subscription, at a predetermined price which shall not be less than the issue price, and shall disclose the fact of such underwriting agreement in the prospectus.

(3) If the issuer makes a public issue through the book building process:
(a) the issue shall be underwritten by lead manager(s) and syndicate member(s):
Provided that at least seventy five per cent. of the net offer proposed to be compulsorily allotted to qualified institutional buyers for the purpose of compliance of the eligibility conditions specified in sub-regulation (2) of regulation 103 shall not be underwritten. (b) the issuer shall, prior to the filing of the prospectus, enter into an underwriting agreement with the lead manager(s) and syndicate member(s), indicating therein the number of specified securities they shall subscribe to on account of rejection of bids, either by themselves or by procuring subscription, at a price which shall not be less than the issue price, and shall disclose the fact of such underwriting agreement in the prospectus. (c) if the issuer desires to have the issue underwritten to cover under-subscription in the issue, it shall, prior to the filing of the red herring prospectus, enter into an underwriting agreement with the lead manager(s) and syndicate member(s) to act as underwriters, indicating therein the maximum number of specified securities they shall subscribe to, either by themselves or by procuring subscription, at a price which shall not be less than the issue price, and shall disclose the fact of such underwriting agreement in the red herring prospectus. (d)if the syndicate member(s) fail to fulfil their underwriting obligations, the lead manager(s) shall fulfil the underwriting obligations. (e) the lead manager(s) and syndicate member(s) shall not subscribe to the issue in any manner except for fulfilling their underwriting obligations.

(f) in case of every underwritten issue, the lead manager(s) shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. (g) where the issue is required to be underwritten, the underwriting obligations should be at least to the extent of minimum subscription.] Monitoring agency
137. (1) If the issue size, excluding the size of offer for sale by selling shareholders, exceeds one
hundred crore rupees, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a 262[credit rating agency registered with the Board:] Provided that nothing contained in this clause shall apply to an issue of specified securities made by a bank or public financial institution or an insurance company. (2) The monitoring agency shall submit its report to the issuer in the format specified in Schedule XI on a quarterly basis, till 263[hundred per cent] of the proceeds of the issue 264[*] have been utilised. (3) The board of directors and the management of the issuer shall provide their comments on the findings of the monitoring agency as specified in Schedule XI. (4) The issuer shall, within forty five days from the end of each quarter, publicly disseminate the report of the monitoring agency by uploading the same on its website as well as submitting the same to the stock exchange(s) on which its equity shares are listed. Public communications, publicity materials, advertisements and research reports
138. All public communication, publicity materials, advertisements and research reports shall
comply with provisions of Schedule IX.
Issue-related advertisements
139.
265[(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 262 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbol “public financial institution or by a scheduled commercial bank named in the offer document as the bankers of the issuer:” 263 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “at least ninety five per cent.” 264 The words and symbols “, excluding the proceeds raised for general corporate purposes,” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

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.] (2) The pre-issue 266[and price band] advertisement shall be in the format and shall contain the disclosures specified in Part A of Schedule X. 267[*] (3) The issuer may release advertisements for issue opening and issue closing, which shall be in the formats specified in Parts B and C of Schedule X. (4) During the period the issue is open for subscription, no advertisement shall be released giving an impression that the issue has been fully subscribed or oversubscribed or indicating investors’ response to the issue. Opening of the issue
140. (1) Subject to the compliance with the provisions of the Companies Act, 2013, a public issue
may be opened within twelve months from the date of issuance of the observations by the Board under sub-regulation (4) of regulation 123; or Provided that in case of a fast track issue, the issue shall open within the period specifically stipulated under the Companies Act, 2013. (2) In case of shelf prospectus, the first issue may be opened within three months of issuance of observations by the Board. (3) The issue shall be opened after at least three working days from the date of 268[filing] the red herring prospectus with the Registrar of Companies in case of book built issues and prospectus with the Registrar of Companies in case of fixed price issues. 265 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (1) read as under,- “(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 advertisement in one English national daily newspaper with wide 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.” 266 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 267 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its omission, the proviso read as under,- “Provided that the disclosures in relation to price band or floor price and financial ratios contained therein shall be applicable only where the issuer opts to announce the price band or floor price along with the pre-issue advertisement pursuant to sub-regulation (4) of regulation 127.” 268 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”.

Minimum subscription
141. (1) The minimum subscription to be received in the issue shall be at least ninety per cent. of
the offer through the offer document, except in case of an offer for sale of specified securities. (2) In the event of non-receipt of minimum subscription referred to in sub-regulation (1), all application monies received shall be refunded to the applicants forthwith, but not later than 269[four days] from the closure of the issue. Period of subscription
142. (1) Except as otherwise provided in these regulations, a further public issue shall be kept open
for at least three working days and not more than ten working days.
(2) In case of a revision in the price band, the issuer shall extend the bidding (issue) period disclosed in the red herring prospectus, for a minimum period of three working days, subject to the provisions of sub-regulation (1). (3) In case of force majeure, banking strike or similar 270[unforeseen] circumstances, the issuer may, for reasons to be recorded in writing, extend the bidding (issue) period disclosed in the red herring prospectus (in case of a book built issue) or the issue period disclosed in the prospectus (in case of a fixed price issue), for a minimum period of 271[one working day], subject to the provisions of subregulation (1). Application and minimum application value
143. (1) A person shall not make an application in the net offer category for a number of specified
securities that exceeds the total number of specified securities offered to public. Provided that the maximum application by non-institutional investors shall not exceed total number of specified securities offered in the issue less total number of specified securities offered in the issue to qualified institutional buyers. (2) The issuer shall stipulate in the offer document the minimum application size in terms of number of specified securities which shall fall within the range of minimum application value of ten thousand rupees to fifteen thousand rupees. (3) The issuer shall invite applications in multiples of the minimum application value, an illustration whereof is given in Part B of Schedule XIV. 269 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “fifteen days”. 270 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 271 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024 for the words “three working days”

(4) The minimum sum payable on application per specified security shall be at least twenty five per cent. of the issue price:
Provided that in case of an offer for sale, the full issue price for each specified security shall be payable at the time of application. Explanation: For the purpose of this regulation, “minimum application value” shall be with reference to the issue price of the specified securities and not with reference to the amount payable on application. Manner of calls
144. If the issuer proposes to receive subscription monies in calls, it shall ensure that the outstanding
subscription money is called within twelve months from the date of allotment in the issue and if any applicant fails to pay the call money within the said twelve months, the equity shares on which there are calls in arrear along with the subscription money already paid on such shares shall be forfeited:
Provided that it shall not be necessary to call the outstanding subscription money within twelve months, if the issuer has appointed a monitoring agency in terms of regulation 137. Allotment procedure and basis of allotment
145. (1) The issuer shall not make an allotment pursuant to a public issue if the number of
prospective allottees is less than one thousand.
(2) The issuer shall not make any allotment in excess of the specified securities offered through the offer document except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the designated stock exchange. Provided that in case of oversubscription, an allotment of not more than one per cent. of the net offer to public may be made for the purpose of making allotment in minimum lots. (3) The allotment of specified securities to applicants other than retail individual investors 272[, non-institutional investors] and anchor investors shall be on proportionate basis within the specified investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed by the issuer:
272 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f.
1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second
Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

Provided that value of specified securities allotted to any person, except in case of employees, in pursuance of reservation made under clause (a) of sub-regulation (1) or clause (a) of subregulation (2) of regulation 130, shall not exceed two lakhs rupees. (4) The allotment of specified securities to each retail individual investor shall not be less than the minimum bid lot, subject to availability of shares in retail individual investor category, and the remaining available shares, if any, shall be allotted on a proportionate basis. 273[(4A) The allotment of specified securities to each non-institutional investor shall not be less than the minimum application size, subject to the availability of shares in non-institutional investors’ category, and the remaining shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of these regulations.] (5) The authorised employees of the designated stock exchange along with the lead manager(s) and registrars to the issue shall ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the allotment procedure as specified in Part A of Schedule XIV. Allotment, refund and payment of interest
146. (1) The issuer and lead manager(s) shall ensure that specified securities are allotted and/or
application monies are refunded or unblocked within such period as may be specified by the Board. (2) The lead manager(s) shall ensure that the allotment, credit of dematerialised securities, refunding or unblocking of application monies, as may be applicable, are done electronically. (3) Where specified securities are not allotted and/or application monies are not refunded or unblocked within the period stipulated in sub-regulation (1) above, the issuer shall undertake to pay interest at the rate of fifteen per cent. per annum to the investors and within such time as disclosed in the offer document and the lead manager(s) shall ensure the same. Post-issue Advertisements
147. (1) The lead manager(s) shall ensure that advertisement giving details relating to
subscription, basis of allotment, number, value and percentage of all applications including ASBA, number, value and percentage of successful allottees for all applications including ASBA, date of completion of despatch of refund orders, as applicable, or instructions to self-certified syndicate banks by the registrar, date of credit of specified securities and date of filing of listing application, etc. is released within ten days from the date of completion of the various activities in 273 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f.
1.4.2022 for issues opening on or after 1.4.2022. Vide SEBI (Issue of Capital and Disclosure Requirements) (Second
Amendment) Regulations, 2022, for public issues of a size equal to or more than ₹10,000 crore and opening on or after April 1, 2022, the amendment has been made effective from 1.7.2022.

at least one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation at the place where registered office of the issuer is situated. (2) Details specified in sub regulation (1) shall also be placed on the websites of the stock exchanges. Post-issue responsibilities of the lead manager(s)
148. (1) The responsibility of the lead manager(s) shall continue until completion of issue process
and for any issue related matter thereafter.
(2) The lead manager(s) shall regularly monitor redressal of investor grievances arising from any issue related activities. (3) The lead manager(s) shall continue to be responsible for post-issue activities till the applicants have received the securities certificates, credit to their demat account or refund of application monies and the listing agreement is entered into by the issuer with the stock exchange and listing or trading permission is obtained. (4) The lead manager(s) shall be responsible for and co-ordinate with the registrars to the issue and with various intermediaries at regular intervals after the closure of the issue to monitor the flow of applications from syndicate member(s) or collecting bank branches and or self-certified syndicate banks, processing of the applications including application form for ASBA and other matters till the basis of allotment is finalised, credit of the specified securities to the demat accounts of the allottees and unblocking of ASBA accounts/ despatch of refund orders are completed and securities are listed, as applicable. (5) Any act of omission or commission on the part of any of the intermediaries noticed by the lead manager(s) shall be duly reported by them to the Board. (6) In case there is a devolvement on underwriters, the lead manager(s) shall ensure that the notice for devolvement containing the obligation of the underwriters is issued within a period of ten days from the date of closure of the issue. (7) In case of undersubscribed issues that are underwritten, the lead manager(s) shall furnish information to the Board in respect of underwriters who have failed to meet their underwriting devolvement in the format specified in Schedule XVIII. Release of subscription money
149. (1) The lead manager(s) shall confirm to the bankers to the issue by way of copies of listing
and trading approvals that all formalities in connection with the issue have been completed and

that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue. (2) In case the issuer fails to obtain listing or trading permission from the stock exchanges where the specified securities were listed, it shall refund, through verifiable means, the entire monies received within 274[four days] of receipt of intimation from stock exchanges rejecting the application for listing of specified securities and if monies are not repaid within the specified period, the issuer and every director of the company who is an officer in default shall, on and from the expiry of the 275[fourth day], be jointly and severally liable to repay that money with interest at the rate of fifteen per cent. per annum. (3) The lead manager(s) shall ensure that the monies received in respect of the issue are released to the issuer in compliance with the provisions of the Section 40 (3) of the Companies Act, 2013, as applicable. 276[Reporting of transactions by the promoters and promoter group and other pre-offer transactions
150. (1) The issuer shall ensure that all transactions in securities by the promoters and promoter
group 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 twentyfour hours of such transactions. (2) The issuer shall also ensure that any proposed pre-offer placement disclosed in the draft offer document shall be reported to the stock exchange(s), within twenty-four hours of such pre-offer transactions (in part or in entirety).] Post- issue reports
151. The lead manager(s) shall submit a final post-issue report as specified in Part A of Schedule
XVII, along with a due diligence certificate as per the format specified in Form F of Schedule V, 274 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “seven days”. 275 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) 276 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to the substitution, Regulation 150 read as under:
“Reporting of transactions of the promoters and promoter group
150. The issuer shall ensure that all transactions in securities by the promoters and promoter group 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 exchanges, within twenty four hours of such transactions.”

within seven days of the date of finalization of basis of allotment or within seven days of refund of money in case of failure of issue.
PART IX: MISCELLANEOUS
Restriction on further capital issues
152. An issuer shall not make any further issue of specified securities in any manner whether by way
of public issue, rights issue, preferential issue, qualified institutions placement, issue of bonus shares or otherwise, except pursuant to an employee stock option scheme 277[or a stock appreciation right scheme]:
a) in case of a fast track issue, during the period between the date of 278[filing] the offer document (in case of a book built issue) or prospectus (in case of a fixed price issue) with the Registrar of Companies and the listing of the specified securities offered through the offer document or refund of application monies; or b) in case of other issues, during the period between the date of filing the draft offer document and the listing of the specified securities offered through the offer document or refund of application monies; unless full disclosures regarding the total number of specified securities or amount proposed to be raised from such further issue are made in such draft offer document or offer document, as the case may be. Price stabilisation through green shoe option
153. (1) An issuer may provide green shoe option for stabilising the post listing price of its specified
securities, subject to the following:
a) the issuer has been authorized, by a resolution passed in the general meeting of shareholders approving the public issue, to allot specified securities to the stabilising agent, if required, on the expiry of the stabilisation period; b) the issuer has appointed a lead manager as a stabilising agent, who shall be responsible for the price stabilisation process; 277 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 278 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”.

c) prior to filing the draft offer document, the issuer and the stabilising agent have entered into an agreement, stating all the terms and conditions relating to the green shoe option including fees charged and expenses to be incurred by the stabilising agent for discharging its responsibilities; d) prior to filing the offer document, the stabilising agent has entered into an agreement with the promoters or pre-issue shareholders or both for borrowing specified securities from them in accordance with clause (g) of this sub-regulation, specifying therein the maximum number of specified securities that may be borrowed for the purpose of allotment or allocation of specified securities in excess of the issue size (hereinafter referred to as the “over- allotment”), which shall not be in excess of fifteen per cent. of the issue size; e) subject to clause (d), the lead manager, in consultation with the stabilising agent, shall determine the amount of specified securities to be over-allotted in the public issue; f) the draft offer document and offer document shall contain all material disclosures about the green shoe option specified in this regard in Part A of Schedule VI; g) in case of an initial public offer pre-issue shareholders and promoters and in case of a further public offer pre-issue shareholders holding more than five per cent. specified securities and promoters, may lend specified securities to the extent of the proposed over-allotment; h) the specified securities borrowed shall be in dematerialised form and allocation of these securities shall be made pro-rata to all successful applicants. (2) For the purpose of stabilisation of post-listing price of the specified securities, the stabilising agent shall determine the relevant aspects including the timing of buying such securities, quantity to be bought and the price at which such securities are to be bought from the market. (3) The stabilisation process shall be available for a period not exceeding thirty days from the date on which trading permission is given by the stock exchanges in respect of the specified securities allotted in the public issue. (4) The stabilising agent shall open a special account, distinct from the issue account, with a bank for crediting the monies received from the applicants against the over-allotment and a special account with a depository participant for crediting specified securities to be bought from the market during the stabilisation period out of the monies credited in the special bank account. (5) The specified securities bought from the market and credited in the special account with the depository participant shall be returned to the promoters or pre-issue shareholders immediately, in any case not later than two working days after the end of the stabilization period. (6) On expiry of the stabilisation period, if the stabilising agent has not been able to buy specified securities from the market to the extent of such securities over-allotted, the issuer
shall allot specified securities at issue price in dematerialised form to the extent of the shortfall to the special account with the depository participant, within five days of the closure of the stabilisation period and such

specified securities shall be returned to the promoters or pre-issue shareholders by the stabilising agent in lieu of the specified securities borrowed from them and the account with the depository participant shall be closed thereafter. (7) The issuer shall make a listing application in respect of the further specified securities allotted under sub-regulation (6), to all the stock exchanges where the specified securities allotted in the public issue are listed and the provisions of Chapter VII shall not be applicable to such allotment. (8) The stabilising agent shall remit the monies with respect to the specified securities allotted under sub-regulation (6) to the issuer from the special bank account. (9) Any monies left in the special bank account after remittance of monies to the issuer under subregulation (8) and deduction of expenses incurred by the stabilising agent for the stabilisation process shall be transferred to the Investor Protection and Education Fund established by the Board and the special bank account shall be closed soon thereafter. (10) The stabilising agent shall submit a report to the stock exchange on a daily basis during the stabilisation period and a final report to the Board in the format specified in Schedule XV. (11) The stabilising agent shall maintain a register for a period of at least three years from the date of the end of the stabilisation period and such register shall contain the following particulars:
a) The names of the promoters or pre-issue shareholders from whom the specified securities were borrowed and the number of specified securities borrowed from each of them; b) The price, date and time in respect of each transaction effected in the course of the stabilisation process; and c) The details of allotment made by the issuer on expiry of the stabilisation process. Alteration of rights of holders of specified securities
154. An issuer shall not alter the terms, including the terms of issue, of specified securities which
may adversely affect the interests of the holders of that specified securities, except with the consent in writing of the holders of not less than three-fourths of the specified securities of that class or with the sanction of a special resolution passed at a meeting of the holders of the specified securities of that class.

PART X: FAST TRACK FURTHER PUBLIC OFFER
Eligibility conditions
155. Sub-regulations (1), (2), (3), ( 4) and ( 5) and (9) of regulation 123 shall not apply if the
issuer satisfies the following conditions for making a further public offer through the fast track route:
a) equity shares of the issuer have been listed on any stock exchange for a period of at least three years immediately preceding the reference date; b) entire shareholding of the promoter group of the issuer is held in dematerialised form on the reference date c) average market capitalisation of public shareholding of the issuer is at least one thousand crore rupees in case of public issue; “average market capitalisation of public shareholding” means the sum of daily market capitalisation of public shareholding for a period of one year up to the end of the quarter preceding the month in which the proposed issue was approved by the shareholders or the board of the issuer, as the case may be, divided by the number of trading days. “public shareholding” shall have the same meaning as assigned to it under the Securities Contracts (Regulation) Rules, 1957. d) annualised trading turnover of the equity shares of the issuer during six calendar months immediately preceding the month of the reference date has been at least two per cent. of the weighted average number of equity shares listed during such six months‘ period:
Provided that for issuers, whose public shareholding is less than fifteen per cent. of its issued equity capital, the annualised trading turnover of its equity shares has been at least two per cent. of the weighted average number of equity shares available as free float during such six months‘ period; e) annualized delivery-based trading turnover of the equity shares during six calendar months immediately preceding the month of the reference date has been at least ten per cent. of the annualised trading turnover of the equity shares during such six months‘ period; f) issuer has been in compliance with the equity listing agreement or 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:
Provided that if the issuer has not complied with the provisions of the listing agreement or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable, relating to composition of board of

directors, for any quarter during the last three years immediately preceding the reference date, but is compliant with such provisions at the time of filing of 279[the red herring prospectus with the Registrar of Companies], and adequate disclosures are made in the 280[the red herring prospectus] about such non-compliances during the three years immediately preceding the reference date, it shall be deemed as compliance with the condition; Provided further that imposition of only monetary fines by stock exchanges on the issuer shall not be a ground for ineligibility for undertaking issuances under this regulation; g) issuer has redressed at least ninety five per cent. of the complaints received from the investors till the end of the quarter immediately preceding the month of the reference date; h) 281[that no show-cause notices, excluding proceedings for imposition of penalty, have been issued by the Board and pending against the issuer or its promoters or whole time directors as on the reference date:
In cases 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; necessary disclosures in respect of such action(s) along with its potential adverse impact on the issuer shall be made in the offer document;] i) 282[if the issuer or the promoter or the promoter group or the director of the issuer has settled any alleged violations of securities laws through the settlement mechanism of the Board in the past three years immediately preceding the reference date, then the disclosure of such compliance of the settlement order, shall be made in the offer document;] j) equity shares of the issuer have not been suspended from trading as a disciplinary measure during last three years immediately preceding the reference date; 279 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “letter of offer”. 280 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “letter of offer”. 281 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, clause (h) read as follows:
“(h) no show-cause notices have been issued or prosecution proceedings have been initiated by the Board and pending against the issuer or its promoters or whole-time directors as on the reference date;” 282 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, clause (i) read as follows:
“(i) issuer or promoter or promoter group or director of the issuer has not settled any alleged violation of securities laws through the consent or settlement mechanism with the Board during three years immediately preceding the reference date;”

k) there shall be no conflict of interest between the lead manager(s) and the issuer or its group companies in accordance with the applicable regulations. l) 283[for audit qualifications, if any, in respect of any of the financial years for which accounts are disclosed in the offer document, the issuer shall provide the restated financial statements adjusting for the impact of the audit qualifications. Further, for the qualifications wherein impact on the financials cannot be ascertained, the same shall be disclosed appropriately in the offer document.] Submission of offer document and due diligence certificate
156. (1) The issuer shall file the offer document with the Board and the stock exchanges in
accordance with sub-regulations (7) and (8) of regulation 123 and shall pay fees to the Board as specified in Schedule III. (2) The lead manager(s) shall submit to the Board, the following documents along with the offer document:
a) a due diligence certificate as per Form A of Schedule V including additional confirmations as specified in Form E of Schedule V; b) in case of a fast track issue of convertible debt instruments, a due diligence certificate from the debenture trustee as per Form B of Schedule V. Explanation: For the purposes of this regulation: “reference date” means the date of 284[filing] the red herring prospectus (in case of a book built issue) or prospectus (in case of a fixed price issue) with the Registrar of Companies. Post-listing exit opportunity for dissenting shareholders
157. In case of further public offers, including under the fast track route, the promoters or
shareholders in control of an issuer shall provide an exit offer to dissenting shareholders as provided for in the Companies Act, 2013, in case of change in objects or variation in the terms of contract related to objects referred to in the offer document as per conditions and manner is provided in Schedule XX; Provided that the exit offer shall not apply where there are neither identifiable promoters nor shareholders in control of the listed issuer. 283 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, clause (l) read as follows:
“(l) impact of audit qualifications, if any and where quantifiable, on the audited accounts of the issuer in respect of those financial years for which such accounts are disclosed in the letter of offer does not exceed five per cent. of the net profit or loss after tax of the issuer for the respective years.” 284 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”.

CHAPTER V – PREFERENTIAL ISSUE
Provisions of this chapter not to apply in certain cases
158. (1) The provisions of this Chapter shall not apply where the preferential issue of equity
shares is made pursuant to:
a) conversion of a loan or an option attached to convertible debt instruments in terms of subsections 285[*] (3) and (4) of section 62 of the Companies Act, 2013, whichever is applicable; 286[Provided that the provisions of this chapter shall apply to conversion of a loan or an option attached to convertible debt instruments into equity shares as mentioned in clause (a) subject to the provisions of the proviso to sub-section (3) of section 62 of the Companies Act, 2013.] b) a scheme approved by a High Court under section 391 to 394 of the Companies Act, 1956 or approved by a tribunal or the Central Government under sections 230 to 234 of the Companies Act, 2013, as applicable; Provided that the pricing provisions of this Chapter shall apply to the issuance of shares under schemes mentioned in clause (b) in case of allotment of shares only to a select group of shareholders or shareholders of unlisted companies pursuant to such schemes; c) a qualified institutions placement in accordance with Chapter VI of these regulations. (2) The provisions of this Chapter, except the lock-in provisions, shall not apply where the preferential issue of specified securities is made in terms of the rehabilitation scheme approved by the Board of Industrial and Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act, 1985 [1 of 1986] or the resolution plan approved under Section 31 of the Insolvency & Bankruptcy Code, 2016 [No. 31 of 2016], whichever is applicable. (3) The provisions of this Chapter relating to pricing and lock-in shall not apply to equity shares allotted to any financial institution within the meaning of sub-clauses (ia) and (ii) of clause (h) of
section 2 of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 (51 of
1993).
(4) The provisions of regulation 163 and sub-regulations (1), (2), (3) and (4) of regulation 164 shall not apply to a preferential issue of equity shares and compulsorily convertible debt instruments, whether fully or partly, where the Board has granted relaxation to the issuer in terms 285 The words, numbers and symbols “(3) and (4) of sections 81 of the Companies Act, 1956 or sub-section” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 286 Inserted by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

of regulation 11 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, if adequate disclosures about the plan and process proposed to be followed for identifying the allottees are given in the explanatory statement to notice for the general meeting of the shareholders. (5) The provisions of sub-regulation (1) of regulation 159 and sub-regulation (6) of regulation 167 shall not apply to a preferential issue of specified securities where the proposed allottee is a mutual fund registered with the Board or insurance company registered with Insurance Regulatory and Development Authority of India or a scheduled commercial bank or a public financial institution. (6) The provisions of this Chapter shall not apply where the preferential issue of specified securities is made to the lenders pursuant to conversion of their debt, as part of a debt restructuring [*]287 implemented in accordance with the guidelines specified by the Reserve Bank of India, subject to the following conditions:
a) guidelines for determining the conversion price have been specified by the Reserve Bank of India in accordance with which the conversion price shall be determined and which shall be in compliance with the applicable provisions of the Companies Act, 2013; b) conversion price shall be certified by two independent valuers; c) specified securities so allotted shall be locked-in for a period of one year from the date of their allotment Provided that for the purpose of transferring the control, the lenders may transfer the specified securities allotted to them before completion of the lock-in period subject to continuation of the lock-in on such securities for the remaining period, with the transferee; d) the lock-in of equity shares allotted pursuant to conversion of convertible securities issued on preferential basis shall be reduced to the extent the convertible securities have already been locked-in; e) the applicable provisions of the Companies Act, 2013 are complied with, including the requirement of a special resolution. 287 Word “scheme” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, w-e-f 29.03.2019. a.

[Explanation. – For the purpose of this sub-regulation, “lenders” shall mean all scheduled commercial banks (excluding Regional Rural Banks) and All India Financial Institutions.] [*]289
PART I: ISSUERS INELIGIBLE TO MAKE A PREFERENTIAL ISSUE
159. (1) Preferential issue of specified securities shall not be made to any person who has sold or
transferred any equity shares of the issuer during the 290[90 trading days] preceding the relevant date:
Provided that in respect of the preferential issue of equity shares and compulsorily convertible debt instruments, whether fully or partly, the Board may grant relaxation from the requirements of this sub-regulation, if the Board has granted relaxation in terms of sub-regulation (2) of regulation 288 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, w-e-f 29.03.2019. 289 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2019, w-e-f 29.03.2019. Prior to its omission, sub-regulation (7) read as follows,- “(7) The provisions of this Chapter shall not apply where the preferential issue of specified securities is made to person(s) at the time of lenders selling their holding of specified securities or enforcing change in ownership in favour of such person(s) pursuant to a debt restructuring scheme implemented in accordance with the guidelines specified by the Reserve Bank of India, subject to the following conditions:
a) guidelines for determining the issue price have been specified by the Reserve Bank of India in accordance with which the issue price shall be determined and which shall be in compliance with the applicable provisions of the Companies Act, 2013; b) issue price shall be certified by two independent valuers; c) specified securities so allotted shall be locked-in for a period of at least three years from the date of their allotment; d) lock-in of equity shares allotted pursuant to conversion of convertible securities issued on preferential basis shall be reduced to the extent the convertible securities have already been lockedin; e) special resolution has been passed by shareholders of the issuer before the preferential issue; f) issuer shall, in addition to the disclosures required under the Companies Act, 2013 or any other applicable law, disclose the following information pertaining to the proposed allottee(s) in the explanatory statement to the notice for the general meeting proposed for passing the special resolution as stipulated at clause (e) of this sub-regulation:
b. identity, including that of the natural persons, who are the ultimate beneficial owners of the shares proposed to be allotted and/ or who ultimately control the proposed allottee(s);
c. business model;
d. statement on growth of business over a period of time; e. summary of audited financial statements of previous three financial years; f. track record, if any, in turning around companies; g. proposed roadmap for effecting turnaround of the issuer. h. applicable provisions of the Companies Act, 2013 are complied with.” 290 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “six months”.

11 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to such a preferential allotment. Explanation: Where any person belonging to promoter(s) or the promoter group has sold/ transferred their equity shares in the issuer during the 291[90 trading days] preceding the relevant date, the promoter(s) and promoter group shall be ineligible for allotment of specified securities on preferential basis. Provided that the above restriction shall not apply to any sale of equity shares by any person belonging to promoter(s) of the promoter group which qualifies for inter-se transfer amongst qualifying persons under clause (a) of sub-regulation (1) of regulation 10 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover Regulations), 2011 or in case of transfer of shares held by the promoters or promoter group on account of invocation of pledge by a scheduled commercial bank or public financial institution or a systemically important non- banking finance company or mutual fund or insurance company registered with the Insurance Regulatory and Development Authority. (2) Where any person belonging to promoter(s) or the promoter group has previously subscribed to warrants of an issuer but has failed to exercise the warrants, the promoter(s) and promoter group shall be ineligible for issue of specified securities of such issuer on preferential basis for a period of one year from:
a) the date of expiry of the tenure of the warrants due to non-exercise of the option to convert; or b) the date of cancellation of the warrants, as the case may be. (3) An issuer shall not be eligible to make a preferential issue if any of its promoters or directors is a fugitive economic offender. 292[(4) An issuer shall not be eligible to make a preferential issue if it has any outstanding dues to the Board, the stock exchanges or the depositories:
Provided that sub-regulation (4) shall not be applicable in a case where such outstanding dues are the subject matter of a pending appeal or proceeding(s), which has been admitted by the relevant Court, Tribunal or Authority, as the case may be.] 291 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “six months”. 292 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

PART II: CONDITIONS FOR PREFERENTIAL ISSUE
Conditions for preferential issue
160. A listed issuer making a preferential issue of specified securities shall ensure that:
a) all equity shares allotted by way of preferential issue shall be made fully paid up at the time of the allotment; b) a special resolution has been passed by its shareholders; c) all equity shares held by the proposed allottees in the issuer are in dematerialised form 293[before an application seeking in-principle approval is made by the issuer to the stock exchange(s) where its equity shares are listed]; d) the issuer is in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the stock exchange where the equity shares of the issuer are listed and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, as amended, and any circular or notification issued by the Board thereunder; e) the issuer has obtained the Permanent Account Numbers of the proposed allottees, except those allottees which may be exempt from specifying their Permanent Account Number for transacting in the securities market by the Board 294[before an application seeking inprinciple approval is made by the issuer to the stock exchange(s) where its equity shares are listed]. 295[(f) the issuer has made an application seeking in-principle approval to the stock exchange(s), where its equity shares are listed, on the same day when the notice has been sent in respect of the general meeting seeking shareholders’ approval by way of special resolution.] Relevant date
161. For the purpose of this Chapter, "relevant date" means:
a) in case of preferential issue of equity shares, the date thirty days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue:
Provided that in case of a preferential issue of specified securities pursuant to any resolution of stressed assets under a framework specified by the Reserve Bank of India or a resolution 293 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 294 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 295 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

plan approved by the National Company Law Tribunal under the Insolvency and Bankruptcy Code 2016,, the date of approval of the corporate debt restructuring package or resolution plan shall be the relevant date. b) in case of a preferential issue of convertible securities, either the relevant date referred to in clause (a) of this regulation or a date thirty days prior to the date on which the holders of the convertible securities become entitled to apply for the equity shares. Explanation: Where the relevant date falls on a weekend or a holiday, the day preceding the weekend or the holiday will be reckoned to be the relevant date. Tenure of convertible securities
162. 296(1) The tenure of the convertible securities of the issuer shall not exceed eighteen months
from the date of their allotment.
297[(2) Upon exercise of the option by the allottee to convert the convertible securities within the tenure specified in sub-regulation (1), the issuer shall ensure that the allotment of equity shares pursuant to exercise of the convertible securities is completed within 15 days from the date of such exercise by the allottee.] 298[Monitoring agency 162A. (1) If the issue size exceeds one hundred crore rupees, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a credit rating agency registered with the Board:
Provided that nothing contained in this clause shall apply to an issue of specified securities made by a bank or public financial institution or an insurance company. (2) The monitoring agency shall submit its report to the issuer in the format specified in Schedule XI on a quarterly basis, till hundred percent of the proceeds of the issue have been utilised. (3) The board of directors and the management of the issuer shall provide their comments on the findings of the monitoring agency as specified in Schedule XI. (4) The issuer shall, within forty five days from the end of each quarter, upload the report of the monitoring agency on its website and also submit the same to the stock exchange(s) on which its equity shares are listed.] 296 The existing text of regulation 162 renumbered as sub-regulation (1) of regulation 162 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 297 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 298 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

PART III: DISCLOSURES TO SHAREHOLDERS
163. (1) The issuer shall, in addition to the disclosures required under the Companies Act, 2013 or
any other applicable law, disclose the following in the explanatory statement to the notice for the general meeting proposed for passing the special resolution:
a) objects of the preferential issue; b) maximum number of specified securities to be issued; c) intent of the promoters, directors299[, key managerial personnel or senior management] of the issuer to subscribe to the offer; d) shareholding pattern of the issuer before and after the preferential issue; e) time frame within which the preferential issue shall be completed; f) identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees 300[*]:
Provided that if there is any listed company, mutual fund, scheduled commercial bank, insurance company registered with the Insurance Regulatory and Development Authority of India in the chain of ownership of the proposed allottee, no further disclosure will be necessary. Explanation: For the purpose of identification of the ultimate beneficial owners of the allottees, where the allottees are institutions/entities, the identification of such ultimate beneficial owners, shall be in accordance with the guidelines prescribed by the Board, if any. 301[(fa) the percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue] g) undertaking that the issuer shall re-compute the price of the specified securities in terms of the provision of these regulations where it is required to do so; h) undertaking that if the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be locked- in till the time such amount is paid by the allottees. i) disclosures specified in Schedule VI, if the issuer or any of its promoters or directors is a 302[wilful defaulter or a fraudulent borrower]. 299 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f. 31.01.2023 for the words “or key managerial personnel”. 300 The symbols and words “, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 301 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

303[(j) the current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter.] (2) The issuer shall place a copy of the certificate of 304[a practicing company secretary] before the general meeting of the shareholders considering the proposed preferential issue, certifying that the issue is being made in accordance with the requirements of these regulations. 305[Explanation.—For the purposes of sub-regulation (2), the issuer shall also host the certificate on its website and provide a link for the same in the notice for the general meeting of the shareholders considering the proposed preferential issue.] 306[(3) Specified securities may be issued on a preferential basis for consideration other than cash:
Provided that consideration other than cash shall comprise only swap of shares pursuant to a valuation report by an independent registered valuer, which shall be submitted to the stock exchange(s) where the equity shares of the issuer are listed:] Provided 307[further] that if the stock exchange(s) is not satisfied with the appropriateness of the valuation, it may get the valuation done by any other valuer and for this purpose it may seek any information, as deemed necessary, from the issuer. (4) The special resolution shall specify the relevant date on the basis of which price of the equity shares to be allotted on conversion or exchange of convertible securities shall be calculated.
PART IV: PRICING
Pricing of frequently traded shares
164. (1) If the equity shares of the issuer have been listed on a recognised stock exchange for a
period of 308[90 trading days] or more as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following:
302 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter”. 303 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 304 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “its statutory auditors”. 305 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 306 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, sub-regulation (3) read as follows:
“(3) Where the specified securities are issued on a preferential basis for consideration other than cash, the valuation of the assets in consideration for which the equity shares are issued shall be done by an independent valuer, which shall be submitted to the stock exchanges where the equity shares of the issuer are listed:” 307 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

a. the 309[90 trading days’] volume weighted average price of the related equity shares quoted on the recognised stock exchange 310[] preceding the relevant date; or b. the 311[10 trading days’] volume weighted average prices of the related equity shares quoted on a recognised stock exchange 312[] preceding the relevant date. 313[Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.] (2) If the equity shares of the issuer have been listed on a recognised stock exchange for a period of less than 314[90 trading days] as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than the higher of the following:
a) the price at which equity shares were issued by the issuer in its initial public offer or the value per share arrived at in a scheme of compromise, arrangement and amalgamation under 315[] sections 230 to 234 the Companies Act, 2013, as applicable, pursuant to which the equity shares of the issuer were listed, as the case may be; or b) the average of the 316[] volume weighted average prices of the related equity shares quoted on the recognised stock exchange during the period the equity shares have been listed preceding the relevant date; or c) the average of the 317[10 trading days’] volume weighted average prices of the related equity shares quoted on a recognised stock exchange during the two weeks preceding the relevant date. 308 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “twenty six weeks”. 309 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “average of the weekly high and low of the”. 310 The words “during the twenty six weeks” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 311 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “average of the weekly high and low of the”. 312 The words “during the two weeks” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 313 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 314 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “twenty six weeks”. 315 The words, numbers and symbols “sections 391 to 394 of the Companies Act, 1956 or” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 316 The words “weekly high and low of the” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 317 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “weekly high and low of the”.

318[Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.] (3) Where the price of the equity shares is determined in terms of sub-regulation (2), such price shall be recomputed by the issuer on completion of 319[90 trading days] from the date of listing on a recognised stock exchange with reference to the 320[90 trading days’] volume weighted average prices of the related equity shares quoted on the recognised stock exchange during these 321[90 trading days] and if such recomputed price is higher than the price paid on allotment, the difference shall be paid by the allottees to the issuer. 322[Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.] (4) 323[(a)] A preferential issue of specified securities to qualified institutional buyers, not exceeding five in number, shall be made at a price not less than the 324[10 trading days’] volume weighted average prices of the related equity shares quoted on a recognised stock exchange 325[*] preceding the relevant date. 326[Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue:] 318 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 319 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “twenty six weeks”. 320 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “average of the weekly high and low of the”. 321 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “twenty six weeks”. 322 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 323 The existing text of sub-regulation (4) renumbered as clause (a) of sub-regulation (4) by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 324 Substituted by the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “average of the weekly high and low of the”. 325 The words “during the two weeks” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 326 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

327[(b) no allotment shall be made, either directly or indirectly, to any qualified institutional buyer who is a promoter or any person related to the promoters of the issuer:
Provided that a qualified institutional buyer who does not hold any shares in the issuer and who has acquired rights in the capacity of a lender shall not be deemed to be a person related to the promoters. Explanation. — For the purpose of this clause, a qualified institutional buyer who has any of the following rights shall be deemed to be a person related to the promoters of the issuer:- (a) rights under a shareholders‘ agreement or voting agreement entered into with promoters or promoter group; (b) veto rights; or (c) right to appoint any nominee director on the board of the issuer.] (5) For the purpose of this Chapter, “frequently traded shares” means the shares of the issuer, in which the traded turnover on any recognised stock exchange during the 328[240 trading days] preceding the relevant date, is at least ten per cent of the total number of shares of such class of shares of the issuer:
Provided that where the share capital of a particular class of shares of the issuer is not identical throughout such period, the weighted average number of total shares of such class of the issuer shall represent the total number of shares. Explanation: For the purpose of this regulation, ‘stock exchange’ means any of the recognised stock exchange(s) in which the equity shares of the issuer are listed and in which the highest trading volume in respect of the equity shares of the issuer has been recorded during the preceding 329[90 trading days] prior to the relevant date. 330[Pricing in preferential issue of shares of companies having stressed assets 164A. (1) In case of frequently traded shares, the price of the equity shares to be allotted pursuant to the preferential issue shall not be less than the 331{10 trading days’} volume weighted average 327 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 328 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “twelve calendar months”. 329 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “twenty six weeks”. 330 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2020, w-e-f 22.06.2020. 331 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “average of the weekly high and low of the”.

price of the related equity shares quoted on a recognised stock exchange 332{*} preceding the relevant date. (2) No allotment of equity shares shall be made unless the issuer company meets any two of the following criteria:
a) the issuer has disclosed all the defaults relating to the payment of interest/ repayment of principal amount on loans from banks / financial institutions/ Systemically Important Non-Deposit taking Non-banking financial companies/ Deposit taking Non-banking financial companies and /or listed or unlisted debt securities in terms of SEBI Circular dated November 21, 2019 and such payment default is continuing for a period of at least 90 calendar days after the occurrence of such default; b) there is an Inter-creditor agreement in terms of Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions 2019 dated June 07, 2019; c) the credit rating of the financial instruments (listed or unlisted), credit instruments / borrowings (listed or unlisted) of the listed company has been downgraded to “D”. (3) The issuer company making the preferential issue shall ensure compliance with the following conditions:
a) The preference issue shall be made to a person not part of the promoter or promoter group as on the date of the board meeting to consider the preferential issue. The preference issue shall not be made to the following entities:
(i) undischarged insolvent in terms of the Insolvency and Bankruptcy Code, 2016; (ii) ‘ 333{wilful defaulter or a fraudulent borrower}’ as per the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949; (iii) person disqualified to act as a director under the Companies Act,2013; (iv) a person debarred from trading in securities or accessing the securities market by the Board; Explanation: The restriction under (iv) shall not apply to the persons or entities mentioned therein who were debarred in the past by the Board and the period of debarment is already over as on the date of the board meeting considering the preferential issue. (v) a person declared as a fugitive economic offender; 332 The words “during the two weeks” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 333 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter”.

(vi) a person who has been convicted for any offence punishable with imprisonmentA. For two years or more under any Act specified under the Twelfth Schedule of the Insolvency and Bankruptcy Code, 2016 B. For seven years or more under any law for the time being in force:
Provided that such restriction shall not be applicable to a person after the expiry of a period two years from the date of his release from imprisonment. (vii)A person who has executed a guarantee in favour of a lender of the issuer and such guarantee has been invoked by the lender and remains unpaid in full or part. (4) The resolution for the preferential issue and exemption from open offer shall provide for the following:
a) The votes cast by the shareholders in the ‘public’ category in favour of the proposal shall be more than the number of votes cast against it. The proposed allottee(s) in the preferential issue that already hold specified securities shall not be included in the category of ‘public’ for this purpose:
Provided that where the company does not have an identifiable promoter; the resolution shall be deemed to have been passed if the votes cast in favour are not less than three times the number of the votes, if any, cast against it. (5) The proceeds of such preferential issue shall not be used for any repayment of loans taken from promoters/ promoter group/ group companies. The proposed use of proceeds shall be disclosed in the explanatory statement sent for the purpose of the shareholder resolution. (6) (a) The issuer shall make arrangements for monitoring the use of proceeds of the issue by a 334[credit rating agency registered with the Board]:
(i) The monitoring agency shall submit its report to the issuer in the format specified in terms of Schedule XI (with fields as applicable) on a quarterly basis 335[till hundred percent] of the proceeds of the issue have been utilized. (ii) (The board of directors and the management of the issuer shall provide their comments on the findings of the monitoring agency as specified in Schedule XI. (iii) The issuer shall, within forty five days from the end of each quarter, publicly disseminate the report of the monitoring agency by uploading the same on its website 334 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022 for the words “public financial institution or by a scheduled commercial bank, which is not a related party to the issuer”. 335 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022 for the words “until at least ninety five percent”.

as well as submit the same to the stock exchange(s) on which the equity shares of the issuer are listed. (b) The proceeds of the issue shall also be monitored by the Audit Committee till utilization of the proceeds. (7) The allotment made shall be locked-in for a period of three years from the last date of trading approval. (8) The statutory auditor and the audit committee shall certify that all conditions under subregulations (1), (2), (3), (4) and (5) of regulation 164A are met at the time of dispatch of notice for general meeting proposed for passing the special resolution and at the time of allotment.] 336[Optional pricing in preferential issue 164B. (1) In case of frequently traded shares, the price of the equity shares to be allotted pursuant to the preferential issue shall be determined by regulation 164 or regulation 164B, as opted for. (2) The price of the equity shares to be allotted pursuant to the preferential issue shall not be less than the higher of the following:
(a) the average of the weekly high and low of the volume weighted average price of the related equity shares quoted on the recognised stock exchange during the twelve weeks preceding the relevant date; or (b) the average of the weekly high and low of the volume weighted average prices of the related equity shares quoted on a recognised stock exchange during the two weeks preceding the relevant date. (3) Specified securities allotted on a preferential basis using the pricing method determined under sub-regulation (2) shall be locked-in for a period of three years. (4) The pricing method determined at sub-regulation (2) shall be availed in case of allotment by preferential issue made between July 01, 2020 or from the date of notification of this regulation, whichever is later and December 31, 2020. (5) All allotments arising out of the same shareholders approval shall follow the same pricing method.] 336 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2020, w-e-f 01.07.2020.

Pricing of infrequently traded shares
165. Where the shares of an issuer are not frequently traded, the price determined by the issuer
shall take into account the valuation parameters including book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies:
Provided that the issuer shall submit a certificate stating that the issuer is in compliance of this regulation, obtained from an independent 337[registered] valuer to the stock exchange where the equity shares of the issuer are listed. Adjustments in pricing - Frequently and Infrequently traded shares
166. 338[(1)] The price determined for a preferential issue in accordance with 339[, regulations 164,
164A, 164B or 165,], shall be subject to appropriate adjustments, if the issuer:
a) makes an issue of equity shares by way of capitalization of profits or reserves, other than by way of a dividend on shares; b) makes an issue of equity shares after completion of a demerger wherein the securities of the resultant demerged entity are listed on a stock exchange; c) makes a rights issue of equity shares; d) consolidates its outstanding equity shares into a smaller number of shares; e) divides its outstanding equity shares including by way of stock split; f) re-classifies any of its equity shares into other securities of the issuer; g) is involved in such other similar events or circumstances, which in the opinion of the concerned stock exchange, require adjustments. 340[(2) The effect on the price of the equity shares of the issuer due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of the price for a preferential issue in accordance with regulations 164, 164A, 164B or 165 of these regulations.] 337 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 338 Existing regulation renumbered as sub-regulation (1) by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 339 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “regulation 164 or regulation 165”. 340 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

341[Other conditions for pricing
166A. (1) Any preferential issue, which may result in a change in control or allotment of more than five per cent. of the post issue fully diluted share capital of the issuer, to an allottee or to allottees acting in concert, shall require a valuation report from an independent registered valuer and consider the same for determining the price:
Provided that the floor price, in such cases, shall be higher of the floor price determined under sub-regulation (1), (2) or (4) of regulation 164, as the case may be, or the price determined under the valuation report from the independent registered valuer or the price determined in accordance with the provisions of the Articles of Association of the issuer, if applicable:
Provided further that if any proposed preferential issue is likely to result in a change in control of the issuer, the valuation report from the registered valuer shall also cover guidance on control premium, which shall be computed over and above the price determined in terms of the first proviso:
Provided further that the valuation report from the registered valuer shall be published on the website of the issuer and a reference of the same shall be made in the notice calling the general meeting of shareholders. (2) Any preferential issue, which may result in a change in control of the issuer, shall only be made pursuant to a reasoned recommendation from a committee of independent directors of the issuer after considering all the aspects relating to the preferential issue including pricing, and the voting pattern of the said committee’s meeting shall be disclosed in the notice calling the general meeting of shareholders. Explanation.—The meeting of the independent directors referred in sub-regulation (2) shall be attended by all the independent directors on the board of the issuer.]
PART V: LOCK-IN AND RESTRICTIONS ON TRANSFERABILITY
Lock-in
167. (1) The specified securities, allotted on a preferential basis to the promoters or promoter
group and the equity shares allotted pursuant to exercise of options attached to warrants issued on a preferential basis to the promoters or the promoter group, shall be locked-in for a period of 341 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

342[18 months] from the date of trading approval granted for the specified securities or equity shares allotted pursuant to exercise of the option attached to warrant, as the case may be:
Provided that not more than twenty per cent. of the total capital of the issuer shall be locked-in for 343[18 months] from the date of trading approval:
Provided further that equity shares allotted in excess of the twenty per cent. shall be locked-in for 344[six months] from the date of trading approval pursuant to exercise of options or otherwise, as the case may be. Provided further that in case of convertible securities or warrants which are not listed on stock exchanges, such securities shall be locked in for a period of one year from the date of allotment. (2) The specified securities allotted on a preferential basis to persons other than the promoters and promoter group and the equity shares allotted pursuant to exercise of options attached to warrants issued on preferential basis to such persons shall be locked-in for a period of 345[six months] from the date of trading approval. Provided that in case of convertible securities or warrants which are not listed on stock exchanges, such securities shall be locked in for a period of one year from the date of allotment. (3) Lock-in of the equity shares allotted pursuant to conversion of convertible securities other than warrants, issued on preferential basis shall be reduced to the extent the convertible securities have already been locked-in. (4) The equity shares issued on a preferential basis pursuant to any resolution of stressed assets under a framework specified by the Reserve Bank of India or a resolution plan approved by the National Company Law Tribunal under the Insolvency and Bankruptcy Code 2016, shall be locked-in for a period of one year from the trading approval:
346[Provided that the lock-in provision shall not be applicable to the specified securities to the extent to achieve 10% public shareholding.] (5) If the amount payable by the allottee, in case of re-calculation of price under sub-regulation (3) of regulation 164 is not paid till the expiry of lock-in period, the equity shares shall continue to be locked-in till such amount is paid by the allottee. 342 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “three years”. 343 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “three years”. 344 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “one year”. 345 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “one year”. 346 Inserted by the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2021, w-e-f 08.01.2021.

(6) The entire pre-preferential allotment shareholding of the allottees, if any, shall be locked-in from the relevant date up to a period of 347[90 trading days] from the date of trading approval:
Provided that in case of convertible securities or warrants which are not listed on stock exchanges, the entire pre-preferential allotment shareholding of the allottees, if any, shall be locked-in from the relevant date up to a period of 348[90 trading days] from the date of allotment of such securities. 349[(7) Lock-in requirements for an allottee who has become a promoter due to change in control consequent to the preferential issue shall be the same as those applicable to the promoters and promoter group under this regulation.] Explanation 1: For the purpose of this regulation:
(I) The expression “total capital of the issuer” means:
(a) equity share capital issued by way of public issue or rights issue including equity shares issued pursuant to conversion of specified securities which are convertible; and (b) specified securities issued on a preferential basis to the promoters or the promoters group. (II) For the computation of twenty per cent. of the total capital of the issuer, the amount of minimum promoters’ contribution held and locked-in, in the past in terms of Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 or these regulations shall be taken into account. (III) The minimum promoters’ contribution shall not be put under fresh lock-in again, even though it is considered for computing the requirement of twenty per cent. of the total capital of the issuer, in case the said minimum promoters’ contribution is free of lock-in at the time of the preferential issue. Explanation 2: For the purposes of this regulation, the date of trading approval shall mean the latest date when trading approval has been granted by all the stock exchanges where the equity shares of the issuer are listed, for specified securities allotted as per the provisions of this Chapter. 347 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “six months”. 348 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “six months”. 349 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

350[Pledge of locked-in specified securities
167A. Specified securities, except SR equity shares, held by the promoters and locked-in under the provisions of these regulations, may be pledged as collateral for a loan granted by a scheduled commercial bank or a public financial institution or a systemically important non-banking finance company or a housing finance company:
Provided that the loan has been granted to the issuer or its subsidiary(ies) for the purpose of financing one or more of the objects of the issue and pledge of specified securities is one of the conditions for sanction of the loan:
Provided further that the lock-in on the specified securities shall continue pursuant to the invocation of the pledge and the entity invoking the pledge shall not be eligible to transfer the specified securities till the lock-in period stipulated in these regulations has expired.] Transferability
168. (1) Subject to the provisions of Securities and Exchange Board of India (Substantial
Acquisition of shares and Takeovers) Regulations, 2011, specified securities held by promoters and locked-in in terms of sub-regulation (1) of regulation 167, may be transferred among the promoters or the promoter group or to a new promoter or persons in control of the issuer:
Provided that the lock-in on such specified securities shall continue for the remaining period with the transferee. (2) The specified securities allotted on a preferential basis shall not be transferable by the allottees till the trading approval is granted for such securities by all the recognised stock exchanges where the equity shares of the issuer are listed.
PART VI: CONSIDERATION AND ALLOTMENT
Payment of consideration
169. (1) Full consideration of specified securities other than warrants, shall be paid by the
allottees at the time of allotment of such specified securities except in case of shares issued for consideration other than cash. Provided that in case of a preferential issue of specified securities pursuant to any resolution of stressed assets under a framework specified by the Reserve Bank of India or a resolution plan approved by the National Company Law Tribunal under the Insolvency and Bankruptcy Code 2016, the consideration may be in terms of such scheme. 350 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

(2) In the case of warrants, an amount equivalent to at least twenty five per cent. of the consideration determined in terms of regulation 164 shall be paid against each warrant on the date of allotment of warrants and the balance seventy five per cent. of the consideration shall be paid at the time of allotment of the equity shares pursuant to exercise of options against each such warrant by the warrant holder. Provided that in case the exercise price of the warrants is based on the formula, at least twentyfive per cent. of the consideration amount calculated as per the formula with conversion date being the relevant date shall be paid against each warrant on the date of allotment of warrants and the balance consideration shall be paid at the time of allotment of the equity shares pursuant to exercise of options against each such warrant by the warrant holder. (3) In case the warrant holder does not exercise the option for equity shares against any of the warrants held by the warrant holder, the consideration paid in respect of such warrant in terms of sub-regulation (2) shall be forfeited by the issuer. (4) The issuer shall ensure that the consideration of specified securities, if paid in cash, shall be received from respective allottee's bank account and in the case of joint holders, shall be received from the bank account of the person whose name appears first in the application. (5) The issuer shall submit a certificate from the statutory auditors to the stock exchanges where the equity shares of the issuer are listed stating that the issuer is in compliance of sub-regulation (4) and the relevant documents thereof are maintained by the issuer as on the date of certification. Allotment
170. (1) Allotment pursuant to the special resolution shall be completed within a period of fifteen
days from the date of passing of such resolution:
Provided that where any application for exemption from the applicability of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 or any approval or permission by any regulatory authority or the Central Government for allotment is pending, the period of fifteen days shall be counted from the date of the order on such application or the date of approval or permission, as the case may be:
Provided further that where the Board has granted relaxation to the issuer in terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the preferential issue of equity shares and compulsorily convertible debt instruments, whether fully or partly, shall be made by it within such time as may be specified by the Board in its order granting the relaxation:
Provided further that requirement of allotment within fifteen days shall not apply to allotment of specified securities on preferential basis pursuant to any resolution of stressed assets under a

framework specified by the Reserve Bank of India or a resolution plan approved by the National Company Law Tribunal under the Insolvency and Bankruptcy Code 2016. (2) If the allotment of the specified securities is not completed within fifteen days from the date of special resolution, a fresh special resolution shall be passed and the relevant date for determining the price of specified securities under this Chapter shall be taken with reference to the date of the latter special resolution. (3) Notwithstanding anything contained in this regulation, where a preferential allotment is made that attracts an obligation to make an open offer for shares of the issuer under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, and there is no offer made under sub-regulation (1) of regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, the period of fifteen days shall be considered from the expiry of the period specified in sub-regulation (1) of regulation 20 or date of receipt of all statutory approvals required for the completion of an open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011:
Provided that if an offer is made under sub-regulation (1) of regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, the period of fifteen days shall be counted from the expiry of the offer period as defined in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011:
Provided further that the provisions of this sub-regulation shall not apply to an offer made under sub-regulation (1) of regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, pursuant to a preferential allotment.” (4) Allotment of the specified securities shall be made only in dematerialised form. Explanation: The requirement of allotment in dematerialised form shall also be applicable for the equity shares to be allotted pursuant to exercise of option attached to warrant or conversion of convertible securities.

CHAPTER VI – QUALIFIED INSTITUTIONS PLACEMENT
Definitions
171. For the purpose of this Chapter:
a) “eligible securities” include equity shares, non-convertible debt instruments along with warrants and convertible securities other than warrants; 351[(b)] "relevant date" means:
(i) in case of allotment of equity shares, the date of the meeting in which the board of directors of the issuer or the committee of directors duly authorised by the board of directors of the issuer decides to open the proposed issue; (ii) in case of allotment of eligible convertible securities, either the date of the meeting in which the board of directors of the issuer or the committee of directors duly authorised by the board of directors of the issuer decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the equity shares.
PART I: CONDITIONS FOR QUALIFIED INSTITUTIONS PLACEMENT
Eligibility conditions
172. (1) A listed issuer may make a qualified institutions placement of eligible securities if it satisfies
the following conditions:
a) a special resolution approving the qualified institutions placement has been passed by its shareholders, and the special resolution shall, among other relevant matters, specify that the allotment is proposed to be made through qualified institutions placement and the relevant date referred to in 352[*] clause (b) of regulation 171; Provided that no shareholders’ resolution will be required in case the qualified institutions placement is through an offer for sale by promoters or promoter group for compliance with minimum public shareholding requirements specified in the Securities Contracts (Regulation) Rules, 1957; 351 Renumbered as “(b)” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 352 The words and symbols “sub-clause (ii) of” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

Provided further that allotment pursuant to the special resolution referred to in this clause (a) of regulation 172 shall be completed within a period of 365 days from the date of passing of the resolution. b) the equity shares of the same class, which are proposed to be allotted through qualified institutions placement or pursuant to conversion or exchange of eligible securities offered through qualified institutions placement, have been listed on a stock exchange for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution:
Provided that where an issuer, being a transferee company in a scheme of compromise, arrangement and amalgamation sanctioned by a High Court 353[*] or approved by a tribunal or the Central Government under sections 230 to 234 of the Companies Act, 2013, whichever is applicable makes qualified institutions placement, the period for which the equity shares of the same class of the transferor company were listed on a stock exchange having nation-wide trading terminals shall also be considered for the purpose of computation of the period of one year. Provided further that this clause shall not be applicable to an issuer proposing to undertake qualified institutional placement for complying with the minimum public shareholding requirements specified in the 354[Securities Contracts (Regulation) Rules, 1957]. Explanation: For the purpose of clause (b), “equity shares of the same class” shall mean equity shares which rank pari-passu in relation to rights as to dividend, voting or otherwise. c) An issuer shall be eligible to make a qualified institutions placement if any of its promoters or directors is not a fugitive economic offender. (2) All eligible securities issued through a qualified institutions placement shall be listed on the recognised stock exchange where the equity shares of the issuer are listed. Provided that the issuer shall seek approval under rule 19(7) of the Securities Contracts (Regulation) Rules, 1957, if applicable. (3) The issuer shall not make any subsequent qualified institutions placement until the expiry of [two weeks]355 from the date of the prior qualified institutions placement made pursuant to one or more special resolutions. 353 The words, numbers and symbols “under sections 391-394 of the Companies Act, 1956” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 354 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words, numbers and symbols “Securities Contracts (Regulation) 1957”. 355 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2020, w-e-f 16.06.2020 for the words “six months”.

Conditions for offer for sale by promoters for compliance with minimum public shareholding requirements specified in the Securities Contracts (Regulation) Rules, 1957.
173. The promoters and members of the promoter group may make an offer for sale of fully paid
up equity shares, through a qualified institutions placement, for the purpose of achieving minimum public shareholding in terms of the Securities Contracts (Regulation) Rules, 1957. Provided that the promoters or members of the promoter group shall not make such offer for sale if the promoter or member of the promoter group has purchased or sold any equity shares of the issuer during twelve weeks period prior to the date of the opening of the issue and they shall not purchase or sell any equity shares of the issuer during the twelve weeks period after the date of closure of the issue:
Provided further that such promoters or members of the promoter group may, within the twelve week periods provided above, sell equity shares of the issuer held by them through offer for sale through stock exchange mechanism specified by the Board or through an open market sale, in accordance with the conditions specified by the Board from time to time, subject to the condition that there shall be a gap of minimum two weeks between the two successive offer(s). 356[Monitoring agency 173A. (1) If the issue size, excluding the size of offer for sale by selling shareholders, exceeds one hundred crore rupees, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a credit rating agency registered with the Board:
Provided that nothing contained in this clause shall apply to an issue of specified securities made by a bank or public financial institution or an insurance company. (2) The monitoring agency shall submit its report to the issuer in the format specified in Schedule XI on a quarterly basis, till hundred percent of the proceeds of the issue have been utilised. (3) The board of directors and the management of the issuer shall provide their comments on the findings of the monitoring agency as specified in Schedule XI. (4) The issuer shall, within forty five days from the end of each quarter, upload the report of the monitoring agency on its website and also submit the same to the stock exchange(s) on which its equity shares are listed.] 356 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, w-e-f 21.11.2022.

PART II: APPOINTMENT OF LEAD MANAGERS
174. (1) An issuer shall appoint one or more merchant bankers, which are registered with the
Board, as lead manager(s) to the issue.
(2) At least one lead manager to the issue shall not be an associate (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) of the issuer and if any of the lead manager is an associate of the issuer, it shall disclose itself as an associate of the issuer and its role shall be limited to marketing of the issue. (3) The lead manager(s) shall, while seeking in-principle listing approval for the eligible securities, furnish to each stock exchange on which the same class of equity shares of the issuer are listed, a due diligence certificate stating that the eligible securities are being issued under qualified institutions placement and that the issuer complies with requirements of this Chapter, and also furnish a copy of the preliminary placement document along with any other document required by the stock exchange.
PART III: PLACEMENT DOCUMENT
175. (1) The lead manager(s) shall exercise due diligence and shall satisfy themselves with all
aspects of the Issue including the veracity and adequacy of disclosures in the offer document. (2) The qualified institutions placement shall be made on the basis of a 357[preliminary placement document and] placement document which shall contain all material information, including those specified in the Companies Act, 2013, if any, and disclosures as specified in Schedule VII shall be made, including as specified therein if the issuer or any of its promoters or directors is a 358[wilful defaulter or a fraudulent borrower]. (3) The preliminary placement document and the placement document shall be serially numbered and copies the same shall be circulated only to select investors. (4) The preliminary placement document and the placement document shall be placed on the websites of the relevant stock exchange(s) and of the issuer with a disclaimer to the effect that it is in connection with a qualified institutions placement and that no offer is being made to the public or to any other category of investors. 357 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 358 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter”.

PART IV: PRICING
176. (1) The qualified institutions placement shall be made at a price not less than the average of the
weekly high and low of the closing prices of the equity shares of the same class quoted on the stock exchange during the two weeks preceding the relevant date:
Provided that the issuer may offer a discount of not more than five per cent. on the price so calculated, subject to approval of shareholders as specified in clause (a) of regulation 172 of these regulations, except that no shareholders’ approval will be required in case of a qualified institutions placement made through an offer for sale by promoters for compliance with minimum public shareholding requirements specified in the Securities Contracts (Regulation) Rules, 1957. (2) Where eligible securities are convertible into or exchangeable with equity shares of the issuer, the issuer shall determine the price of such equity shares allotted pursuant to such conversion or exchange taking the relevant date as disclosed in the special resolution referred to in clause (a) of sub regulation (1) of regulation 172. (3) The issuer shall not issue or allot partly paid-up eligible securities:
Provided that in case of allotment of non-convertible debt instruments along with warrants, the allottees may pay the full consideration or part thereof payable with respect to warrants, at the time of allotment of such warrants:
Provided further that on allotment of equity shares on exercise of options attached to warrants, such equity shares shall be fully paid-up. (4) The issue price shall be subject to appropriate adjustments, if the issuer:
a) makes an issue of equity shares by way of capitalization of profits or reserves, other than by way of a dividend on shares; b) makes a rights issue of equity shares; c) consolidates its outstanding equity shares into a smaller number of shares; d) divides its outstanding equity shares including by way of stock split; e) re-classifies any of its equity shares into other securities of the issuer; f) is involved in such other similar events or circumstances, which in the opinion of the concerned stock exchange, requires adjustments. 359[(5) The effect on the price of the equity shares of the issuer due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing 359 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

Obligations and Disclosure Requirements) Regulations, 2015 for calculation of the issue price under this regulation.] Explanation: For the purpose of sub-regulation (1), the term “stock exchange” means any of the recognised stock exchanges in which the equity shares of the same class of the issuer are listed and in which the highest trading volume in such equity shares has been recorded during the two weeks immediately preceding the relevant date.
PART V: TENURE OF CONVERTIBLE SECURITIES
177. The tenure of the convertible or exchangeable eligible securities issued through qualified
institutions placement shall not exceed sixty months from the date of allotment.
PART VI: TRANSFERABILITY
178. The eligible securities allotted under the qualified institutions placement shall not be sold by the
allottee for a period of one year from the date of allotment, except on a recognised stock exchange.
PART VII: APPLICATION AND ALLOTMENT
179. (1) The applicants in qualified institutions placement shall not withdraw or revise downwards
their bids after the closure of the issue.
(2) Allotment of specified securities shall be made subject to the following conditions:
a) minimum of ten per cent. of eligible securities shall be allotted to mutual funds:
Provided that any unsubscribed portion of the said minimum percentage or any part thereof may be allotted to other qualified institutional buyers; b) no allotment shall be made, either directly or indirectly, to any qualified institutional buyer who is a promoter or any person related to the promoters of the issuer:
Provided that a qualified institutional buyer who does not hold any shares in the issuer and who has acquired the said rights in the capacity of a lender shall not be deemed to be a person related to the promoters. Explanation: For the purpose of this clause, a qualified institutional buyer who has any of the following rights shall be deemed to be a person related to the promoters of the issuer:- (a) rights under a shareholders‘ agreement or voting agreement entered into with promoters or promoter group;

(b) veto rights; or
(c) right to appoint any nominee director on the board of the issuer.
(3) In a qualified institutions placement of non-convertible debt instrument along with warrants, an investor can subscribe to the combined offering of non-convertible debt instruments with warrants or to the individual securities, that is, either non- convertible debt instruments or warrants. Minimum number of allottees
180. (1) The minimum number of allottees for each placement of eligible securities made under this
Chapter shall at least be:
a) two, where the issue size is less than or equal to two hundred and fifty crore rupees; b) five, where the issue size is greater than two hundred and fifty crore rupees:
Provided that no single allottee shall be allotted more than fifty per cent. of the issue size. (2) Qualified institutional buyers belonging to the same group or who are under same control shall be deemed to be a single allottee. Explanation: For the purpose of sub-regulation (2), the expression “qualified institutional buyers belonging to the same group” shall mean entities where, - (i) any of them controls directly or indirectly, through its subsidiary or holding company, not less than fifteen per cent. of the voting rights in the other; or (ii) any of them directly or indirectly, by itself, or in combination with other persons exercise control over the others; or (iii) there is a common director, excluding nominee and independent directors amongst the investor, its subsidiary or holding company and any other investor.
CHAPTER VII - INITIAL PUBLIC OFFER OF INDIAN DEPOSITORY RECEIPTS
APPLICABILITY
181. The provisions of this Chapter shall apply to an issue of Indian Depository Receipts
(hereinafter referred to as “IDR”) made in terms of the Companies Act, 2013 and Companies (Registration of Foreign Companies) Rules, 2014.

PART I: ELIGIBILITY REQUIREMENTS
Reference date
182. Unless otherwise provided in this Chapter, an issuer making a public issue of IDRs shall
satisfy the conditions of this Chapter as on the date of filing draft offer document with the Board and also as on the date of 360[filing] the offer document with the Registrar of Companies. Eligibility conditions
183. (1) An issuer shall be eligible to make an issue of IDRs only if:
a) the issuing company is listed in its home country for at least three immediately preceding years; b) the issuer is not prohibited to issue securities by any regulatory body; c) the issuer has a track record of compliance with the securities market regulations in its home country; d) any of its promoters or directors is not a fugitive economic offender. Explanation: For the purpose of this regulation, the term “home country” means the country where the issuer is incorporated and listed. (2) The issue shall be subject to the following conditions:
a) issue size shall not be less than fifty crore rupees; b) at any given time, there shall be only one denomination of IDRs of the issuer. c) issuer shall ensure that the underlying equity shares against which IDRs are issued have been or will be listed in its home country before listing of IDRs in stock exchange(s). d) issuer shall ensure that the underlying shares of IDRs shall rank pari passu with the existing shares of the same class. (3) The issuer shall ensure that:
a) it has made an application to one or more stock exchanges to seek an in-principle approval for listing of the IDRs on such stock exchanges and has chosen one of them as the designated stock exchange, in terms of Schedule XIX; b) it has entered into an agreement with a depository for dematerialisation of the IDRs proposed to be issued; c) it has made firm arrangements of finance through verifiable means towards seventy five per cent. of the stated means of finance for the project proposed to be funded from issue 360 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”.

proceeds, excluding the amount to be raised through the proposed issue of IDRs or through existing identifiable internal accruals, have been made. (4) The amount for general corporate purposes, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed twenty five per cent. of the amount being raised by the issuer.
PART II: APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND
COMPLIANCE OFFICER.
184. (1) The issuer shall appoint one or more merchant bankers, which are registered with the
Board, as lead manager(s) to the issue and shall also appoint other intermediaries, in consultation with the lead manager and shall enter into an agreement with the lead manager on the lines of format of agreement as specified in Schedule II. (2) Where the issue is managed by more than one lead manager, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each lead manager shall be predetermined and be disclosed in the draft offer document and the offer documents as specified in Schedule I. (3) At least one lead manager to the issue shall not be an associate (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) of the issuer and if any of the lead manager(s) is an associate of the issuer, it shall disclose itself as an associate of the issuer and its role shall be limited to marketing of the issue. (4) The issuer shall appoint a registrar to the issue, registered with the Board, which has connectivity with all the depositories. (5) The issuer shall enter into an agreement with an overseas custodian bank and a domestic depository. (6) The issuing company shall make arrangements for collection at centres as specified in
Schedule XII.
(7) The issuer shall appoint a 361[person qualified to be a company secretary as the] compliance officer who shall be responsible for monitoring the compliance of the securities laws and for redressal of investors’ grievances. 361 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

PART IV: DISCLOSURES IN AND FILING OF OFFER DOCUMENTS
Disclosures in the draft offer document and offer document
185. (1) The offer document shall contain all material disclosures which are true, correct and
adequate to enable the applicants to take an informed investment decision.
(2) Without prejudice to the generality of sub-regulation (1), the offer document shall contain:
(a) disclosures specified in the Companies (Registration of Foreign Companies) Rules, 2014; and (b) disclosures in the manner as specified in Part A of Schedule VIII. (3) The lead manager(s) shall exercise due diligence and satisfy themselves about all aspects of the issue including the veracity and adequacy of disclosure in the draft offer document and the offer documents. (4) The lead manager(s) shall call upon the issuer, its promoters or directors to fulfil their obligations as disclosed by them in the draft offer document or offer document, as the case may be, and as required in terms of these Regulations. Filing of the draft offer document and offer document
186. (1) Prior to making an initial public offer, the issuer shall file three copies of the draft offer
document with the Board, in accordance with Schedule IV, along with fees as specified in
Schedule III, through the lead manager(s).
(2) The draft offer document and the offer documents filed with the Board shall also be furnished to the Board in a soft copy. (3)The lead manager(s) shall:
a) submit a certificate confirming that an agreement has been entered into between the issuer and the lead manager(s) b) submit a due diligence certificate as per format given in Part H of Schedule V to the Board along with the draft offer document; c) certify that all amendments, suggestions or observations made by the Board have been incorporated in the offer document; d) submit a due diligence certificate as per format given in Part C of Schedule V, at the time of filing the offer document with the Registrar of the Companies. e) a due diligence certificate as per Form D of Schedule V, in the event the issuer has made a disclosure of any material development by issuing a public notice.

(4) The issuer shall, before filing the offer document with the Registrar of Companies, file with the Board through the lead manager(s), an updated draft offer document highlighting all changes made in the draft offer document. (5) If there are any changes in the draft offer document in relation to the matters specified in
Schedule XVI, an updated offer document or a fresh draft offer document, as the case may be,
shall be filed with the Board along with fees specified in Schedule III.
(6) Copy of the offer documents shall also be filed with the Board and the stock exchange(s) through the lead manager(s) promptly after 362[filing] the offer documents with the registrar of companies. Draft offer document and offer document to be available to the public
187. (1) The draft offer document filed with the Board shall be made public for comments, if any,
for a period of at least twenty one days from the date of 363[publication of the public announcement under sub-regulation (2)], by hosting it on the websites of 364[the issuer,] the Board, stock exchanges where specified securities are proposed to be listed and lead manager(s) associated with the issue. (2) The issuer shall, within two 365[working] days of filing of the draft offer document with the Board, make a public announcement in one English national daily newspaper with wide circulation and one Hindi national daily newspaper with wide circulation, disclosing to the public the fact of filing of the draft offer document with the Board and inviting the public to provide their comments to the Board, the issuer or the lead manager(s) in respect of the disclosures made in the draft offer document. (3) The lead manager(s) shall, after expiry of the period stipulated in sub-regulation (1), file with the Board, details of the comments received by them or the issuer from the public, on the draft offer document, during that period and the consequential changes, if any, that are required to be made in the draft offer document. 362 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 363 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word “filing”. 364 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023. 365 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

(4) The issuer and the lead manager(s) shall ensure that the offer documents are hosted on the websites as required under these regulations and its contents are the same as the versions as filed with the registrar of companies, Board and the stock exchanges, as applicable. (5) The lead manager(s) and the stock exchanges shall provide copies of the offer document to the public as and when requested and may charge a reasonable sum for providing a copy of the same.
PART V - PRICING
Pricing
188. (1) The issuer may determine the price of the IDRs in consultation with the lead manager(s) or
through the book building process, as the case may be.
(2) The issuer shall undertake the book building process in a manner specified in Schedule XIII. Price and price band
189. (1) The issuer may mention a price or a price band in the offer document (in case of a fixed
price issue) and a floor price or a price band in the red herring prospectus (in case of a book built issue) and determine the price at a later date before 366[filing] the prospectus with the Registrar of Companies:
Provided that the prospectus 367[filed] with the Registrar of Companies shall contain only one price or the specific coupon rate, as the case may be. (2) The cap on the price band shall be less than or equal to one hundred and twenty per cent of the floor price. (3) The floor price or the final price shall not be less than the face value of the IDRs. 368[(4) The issuer shall announce the floor price or the price band at least two working days before the opening of the issue 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 187 was published.] 366 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 367 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registered”. 368 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (4) read as under,- “(4) Where the issuer opts not to make the disclosure of the floor price or price band in the red herring prospectus, the issuer shall announce the floor price or the price band at least two working days before the opening of the issue in the same newspapers in which the pre-issue advertisement was released or together with the pre-issue advertisement in the format prescribed under Part A of Schedule X.”

(5) The announcement referred to in sub-regulation (4) shall contain relevant financial ratios computed for both upper and lower end of the price band and also a statement drawing attention of the investors to the section titled “basis of issue price” of the offer document. (6) The announcement referred to in sub-regulation (4) and the relevant financial ratios referred to in sub-regulation (5) shall be disclosed on the websites of the stock exchange(s) and shall also be pre-filled in the application forms to be made available on the websites of the stock exchange(s). Differential pricing
190. (1) The issuer may offer its IDRs at different prices, subject to the following:
a) retail individual investors or employees entitled for reservation may be offered specified securities at a price not lower by more than ten per cent. of the price at which net offer is made to other categories of applicants, excluding anchor investors. Explanation: For the purpose of this Chapter, “employee” shall mean a person who:
i) is a resident of India, and ii) is a permanent and full-time employee or a director, whether whole time or part time, of the issuer or of the holding company or subsidiary company or of the material associate(s) of the issuer, whose financial statements are consolidated with the issuer’s financial statements, working in India and does not include promoters and an immediate relative of the promoter. b) In case the issuer opts for the alternate method of book building in terms of Part D of
Schedule XIII, the issuer may offer specified securities to its employees at a price not lower
by more than ten per cent. of the floor price.
(2) Discount, if any, shall be expressed in rupee terms in the offer document.
PART VI: ISSUANCE CONDITIONS AND PROCEDURE
Issuance conditions
191. (1) The procedure to be followed by each class of applicant shall be mentioned in the offer
document.
(2) The minimum application amount shall be twenty thousand rupees.
Allocation in the issue
192. (1) The allocation in the issue shall be as follows:
(a) at least fifty per cent. of the issue shall be allotted to qualified institutional buyers on proportionate basis as per illustration given in Part A of Schedule XIV;

(b) the remaining portion of the issue may be allocated among the categories of non-institutional investors and retail individual investors including employees, at the discretion of the issuer and the manner of allocation shall be disclosed in the offer document. Allotment to investors within a category shall be on proportionate basis:
Provided that at least thirty per cent. of the IDRs being offered in the public issue shall be available for allocation to retail individual investors and in case of under-subscription in retail individual investor category, spill over to other categories to the extent of under subscription may be permitted. (2) A person shall not make an application in the net offer category for a number of IDRs which exceeds the total number of IDRs offered to the public. Abridged prospectus
193. (1)The abridged prospectus shall contain the disclosures as specified in Part B of Schedule
VIII and shall not contain any matter extraneous to the contents of the offer document. (2) Every application form distributed by the issuer or any other person in relation to an issue shall be accompanied by a copy of the abridged prospectus. ASBA
194. The issuer shall accept bids using only the ASBA facility in the manner specified by the
Board.
Availability of issue material
195. The lead manager(s) shall ensure availability of the offer document and other issue material
including application forms to stock exchanges, syndicate members, registrar to issue, registrar and share transfer agents, depository participants, stock brokers, underwriters, bankers to the issue, investors’ associations and self certified syndicate banks before the opening of the issue. Prohibition on payment of incentives
196. Any person connected with the issue shall not offer any incentive, whether direct or indirect,
in any manner, whether in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for services rendered in relation to the issue.

369[*]
Underwriting
198. (1) If the issuer making an initial public offer of IDRs, other than through the book building
process, desires to have the issue underwritten, 370[it shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters]. (2) If the issuer makes a public issue through the book building process, a) The issue shall be underwritten by lead manager(s) and syndicate member(s):
b) The issuer shall, prior to filing the prospectus, enter into underwriting agreement with the lead manager(s), and syndicate member(s), indicating therein the number of specified securities which they shall subscribe to at the predetermined price in the event of undersubscription in the issue. c) If the syndicate member(s) fail to fulfil their underwriting obligations, the lead manager(s) shall fulfil such underwriting obligations. d) The lead manager(s) and the syndicate member(s) shall not subscribe to the issue in any manner except for fulfilling their underwriting obligations. e) In case of every underwritten issue, the lead manager(s) shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. f) where the issue is required to be underwritten, the underwriting obligations should at least to the extent of minimum subscription. Public communications, publicity materials, advertisements and research reports.
199. All public communication, publicity materials, advertisements and research reports shall
comply with the provisions of Schedule IX, subject to the following:
a) the applicability of clauses (1) and (7) and Explanation II shall be restricted to any issue advertisements made in India or any research report circulated in India, pertaining to the IDR issue of the issuing company; 369 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. Prior to its omission, Regulation 197 read as follows- “Security deposit
197. (1) The issuer shall, before the opening of subscription list, deposit with the designated stock exchange,
an amount calculated at the rate of one per cent. of the issue size available for subscription to the public in the manner specified by Board and/or stock exchange(s). (2) The amount specified in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board. 370 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words, numbers and symbols “it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993”.

b) the applicability of clauses (2) and (3) shall be restricted to any public communications and publicity material issued or published in any media in India; c) the applicability of clauses (4) and (5) shall be restricted to any material or information released in India and any issue advertisements and publicity materials issued or published in any media in India; d) the applicability of clause (10) shall be restricted to any product advertisement of the issuer issued or published in any media in India; e) all other provisions of Schedule IX shall be applicable. Issue-related advertisements
200. (1)The issuer may release advertisements for issue opening and issue closing, which shall be
in the formats specified in Parts B and C of Schedule X 371[in the same newspapers in which the public announcement under sub-regulation (2) of Regulation 187 was published]. (2) During the period the issue is open for subscription, no advertisement shall be released giving an impression that the issue has been fully subscribed or oversubscribed or indicating investors’ response to the issue. (3) An announcement regarding closure of the issue shall be made only after the lead manager(s) is satisfied that at least ninety per cent. of the issue has been subscribed and a certificate has been obtained to that effect from the registrar to the issue:
Provided that such an announcement shall not be made before the date on which the issue is to be closed except for issue closing advertisement made in the format prescribed in these regulations. Opening of the issue
201. 372[(1) Subject to the compliance with the provisions of the Companies Act, 2013, a public
issue shall be opened within twelve months from the date of issuance of the observations by the Board under regulation 6.] 373[] 371 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 372 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the substitution, sub-regulation (1) read as follows:
“(1)Subject to the compliance with the provisions of the Companies Act, 2013, a public issue may be opened:” 373 Clause (a) of sub-regulation (1) of regulation 201 omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the omission, clause a) read as follows:
“a) within twelve months from the date of issuance of the observations by the Board under regulation 6; or”

(2) 374[The] issue shall be opened after at least three working days from the date of 375[filing] the prospectus with the Registrar of Companies. Minimum subscription
202. (1) The minimum subscription to be received in the issue shall be at least ninety per cent. of
the offer through the offer document.
(2) For non-underwritten issues:
a) If the issuer does not receive the minimum subscription of ninety per cent. of the offer through offer document on the date of closure of the issue, or if the subscription level falls below ninety per cent. after the closure of issue, the issuer shall forthwith refund through verifiable means the entire subscription amount received. b) If the issuer fails to refund the entire subscription amount within 376[four days] from the date of the closure of the issue, it is liable to pay the amount with interest to the subscribers at the rate of fifteen per cent. per annum for the period of delay. (3) For underwritten issues:
(a) If the issuer does not receive the minimum subscription of ninety per cent. of the offer through offer document including devolvement of underwriters, all application monies received shall be refunded through verifiable means to the applicants forthwith, but not later than 377[four days] from the closure of the issue. (b) If the issuer fails to refund the entire subscription amount within 378[four days] from the date of the closure of the issue, it is liable to pay the amount with interest to the subscribers at the rate of fifteen per cent. per annum for the period of delay. (4) In case of an undersubscribed issue that is underwritten, the lead manager(s) shall furnish information to the Board in respect of underwriters who have failed to meet their underwriting devolvement in the format specified in Schedule XVIII. 374 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the word “an”. 375 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 376 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “fifteen days”. 377 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “fifteen days”. 378 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “fifteen days”.

Period of subscription
203. (1) Except as otherwise provided in these regulations, an initial public offer of IDRs shall be
kept open for at least three working days and not more than ten working days. (2) In case of a revision in the price band, the issuer shall extend the bidding (issue) period disclosed in the red herring prospectus, for a minimum period of three working days, subject to the provisions of sub-regulation (1). (3) In case of force majeure, banking strike or similar 379[unforeseen] circumstances, the issuer may, for reasons to be recorded in writing, extend the bidding (issue) period disclosed in the red herring prospectus (in case of a book built issue) or the issue period disclosed in the prospectus (in case of a fixed price issue), for a minimum period of 380[one working day], subject to the provisions of subregulation (1). Allotment procedure and basis of allotment
204. (1) The issuer shall not make any allotment in excess of the specified securities offered
through the offer document except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the designated stock exchange. Provided that in case of oversubscription, an allotment of not more than one per cent. of the net offer to public may be made for the purpose of making allotment in minimum lots. (2) The allotment of specified securities to applicants other than retail individual investors shall be on proportionate basis within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed in the offer document:
Provided that value of specified securities allotted to retail individual investors shall not exceed two lakhs rupees. (3) The allotment of specified securities to each retail individual investor shall not be less than the minimum bid lot, subject to availability of shares in retail individual investor category, and the remaining available shares, if any, shall be allotted on a proportionate basis. (4) The authorised employees of the designated stock exchange, along with the lead manager(s) and registrars to the issue, shall ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the allotment procedure as specified in Part A of Schedule XIV. 379 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 380 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024 for the words “three working days”

Allotment, refund and payment of interest
205. (1) The issuer shall ensure that the letters of allotment for the IDRs are issued simultaneously
to all allottees and that in the event of it being impossible to issue letters of regret at the same time, a notice to that effect shall be issued in the media so that it appears on the morning after the letters of allotment have been despatched. (2) The issuer and lead manager(s) shall ensure that the IDRs are allotted and/or application monies are refunded or unblocked within such period as may be specified by the Board. (3) The lead manager(s) shall ensure that the allotment, credit of dematerialised securities, refunding or unlocking of application monies, as may be applicable, are done electronically. (4) Where the specified securities are not allotted and/or application monies are not refunded or unblocked within the period stipulated in sub-regulation (1) above, the issuer shall undertake to pay interest at the rate of fifteen per cent per annum to the investors and within such time as disclosed in the offer document and the lead manager(s) shall ensure the same. Post-issue advertisements
206. (1) The lead manager(s) shall ensure that advertisement giving details relating to
subscription, basis of allotment, number, value and percentage of all applications including ASBA, number, value and percentage of successful allottees for all applications including ASBA, date of completion of despatch of refund orders, as applicable, or instructions to self-certified syndicate banks by the registrar, date of credit of the IDRs and date of filing of listing application, etc. is released within ten days from the date of completion of the various activities in at least one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation. (2) Details specified in sub regulation (1) shall also be placed on the websites of the stock exchanges where the securities are listed. Post-issue responsibilities of the lead manager(s)
207. (1) The responsibility of the lead manager(s) shall continue until completion of the issue
process and for any issue related matter thereafter.
(2) The lead manager(s) shall regularly monitor redressal of investor grievances arising from any issue related activities. (3) The lead manager(s) shall continue to be responsible for post-issue activities till the applicants have received the credit of IDRs to their account or refund of application monies and the listing agreement is entered into by the issuer with the stock exchange and listing or trading permission is obtained.

(4) The lead manager(s) shall be responsible for and co-ordinate with the registrars to the issue and with various intermediaries at regular intervals after the closure of the issue to monitor the flow of applications from syndicate member(s) or collecting bank branches and/ or self-certified syndicate banks processing of the applications including application form for ASBA and other matters till the basis of allotment is finalised, credit of the specified securities to the demat accounts of the allottees and unblocking of ASBA accounts/ despatch of refund orders are completed and securities are listed, as applicable. (5) Any act of omission or commission on the part of any of the intermediaries noticed by the lead manager(s) shall be duly reported by them to the Board. (6)In case there is a devolvement on the underwriters, the lead manager(s) shall ensure that the notice for devolvement containing the obligation of the underwriters is issued within ten days from the date of closure of the issue. (7) In case of undersubscribed issues that are underwritten, the lead manager(s) shall furnish information to the Board in respect of underwriters who have failed to meet their underwriting devolvement in the format specified in Schedule XVIII. Release of subscription money
208. (1) The lead manager(s) shall confirm to the bankers to the issue by way of copies of listing
and trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue. (2) In case the issuer fails to obtain listing or trading permission from the stock exchanges where the specified securities were listed, it shall refund through verifiable means the entire monies received within 381[four days] of receipt of intimation from stock exchanges rejecting the application for listing of IDRs, if any such money is not repaid within 382[four days] after the issuer becomes liable to repay it the issuer and every director of the company who is an officer in default shall, on and from the expiry of the 383[fourth day], be jointly and severally liable to repay that money with interest at the rate of fifteen per cent. per annum. 381 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “seven days”. 382 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “eight days”. 383 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

(3) The lead manager(s) shall ensure that the monies received in respect of the issue are released to the issuer in compliance with the provisions of the Section 40 (3) of the Companies Act, 2013, as applicable. 384[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).] Post-issue reports
210. The lead manager(s) shall submit a final post-issue report on the lines of Parts A of
Schedule XVII, along with a due diligence certificate as per the format specified in Form F of
Schedule V, within seven days of the date of finalisation of basis of allotment or within seven
days of refund of money in case of failure of issue.
Fungibility
211. The IDRs shall be fungible into the underlying equity shares of the issuer in the manner
specified by the Board and Reserve Bank of India, from time to time.
CHAPTER VIII - RIGHTS ISSUE OF INDIAN DEPOSITORY RECEIPTS
Applicability
212. In addition to compliance with Chapter VII, wherever applicable, a listed issuer offering
IDRs through a rights issue shall satisfy the conditions specified in this Chapter at the time of filing the offer document:
384 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to the substitution, Regulation 209 read as under:
“Reporting of transactions of the promoters and promoter group
209. (1) The issuer shall ensure that all transactions in securities by the promoters and promoter group
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 exchanges within twenty four hours of such transactions.”

Provided that the provisions of the following regulations shall not be applicable in case of rights issue of IDRs:
a) regulation 191 b) sub-regulation (1) of regulation 192 c) clause (a) of sub regulation (2) of regulation 183 d) regulation 205; and e) sub-regulation (2) of regulation 185. Entities not eligible to make a rights issue
213. An issuer shall not be eligible to make a rights issue of IDRs if –
(a) at the time of undertaking the rights issue, the issuer is in breach of ongoing material obligations under the listing agreement and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as may be applicable to such issuer or material obligations under the deposit agreement entered into between the domestic depository and the issuer at the time of initial offering of IDRs; (b) any of its promoters or directors is a fugitive economic offender. General conditions
214. The issuer shall ensure that it has made an application to all the stock exchanges in India,
where its IDRs are already listed, for listing of the IDRs to be issued by way of rights and has chosen one of them as the designated stock exchange, in terms of Schedule XIX. Renunciation by an IDR holder
215. Unless the laws of the home jurisdiction of the issuer otherwise provide, the rights issue shall
be deemed to include a right exercisable by the person concerned to renounce the IDRs offered to the IDR holder in favour of any other person subject to applicable laws and the same shall be disclosed in the offer document. Depository
216. The domestic depository shall, in accordance with the depository agreement executed with
the issuer at the time of initial offering of IDR, take such steps as are necessary to enable the IDR holders to have entitlements under the rights offering and issue additional IDRs to such IDR holders, distribute the rights to the IDR holders or renouncees or arrange for the IDR holders or renouncees to subscribe for any additional rights which are available due to lack of take-up by other holders of underlying shares.

Record date
217. (1) An issuer making a rights issue of IDRs shall, in accordance with the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the issuer shall announce a record date for the purpose of determining the shareholders eligible to apply for IDRs in the proposed rights issue. (2) If the issuer withdraws the rights issue after announcing the record date, it shall notify the Board about the same and shall notify the same in one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation at the place where principal office of the issuer is situated in India. If the issuer withdraws the rights issue after announcing the record date, it shall not make an application for offering of IDRs on a rights basis for a period of twelve months from the said record date. Disclosures in the offer document and the addendum
218. (1) The offer document for the rights offering shall contain disclosures as required under the
home country regulations of the issuer.
(2) An additional wrap (addendum to offer document) shall be attached to the offer document to be circulated in India containing information as specified in Part C of Schedule VIII and other instructions as to the procedures and process to be followed with respect to rights issue of IDRs in India. (3) Without prejudice to the generality of sub-regulations (1) and (2), the offer document and the addendum attached with it, shall contain all material information, which are true, correct and adequate, so as to enable the applicants to take an informed investment decision. Appointment of lead managers and compliance officer
219. (1) The issuer shall appoint one or more merchant bankers, which are registered with the
Board, as a lead manager(s) to the issue and shall also appoint other intermediaries, in consultation with the lead manager, to carry out the obligations relating to the issue. 385[(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.] 385 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (2) read as under,-

Filing of draft offer document and the addendum for rights offering
220. (1) The issuer shall, through the lead manager(s), file the draft offer document prepared in
accordance with the home country requirements along with an addendum containing disclosures as specified in Part C of Schedule VIII with the Board, as a confidential filing accompanied with fees as specified in Schedule III. (2) The Board may specify changes or issue observations on the draft offer document and the addendum within thirty days from the later of the following dates :
(a) the date of receipt of the draft offer document prepared in accordance with the home country requirements along with an addendum under sub-regulation (2); or (b) the date of receipt of satisfactory reply from the lead manager(s), where the Board has sought any clarification or additional information from them; or (c) the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or (d) the date of receipt of a copy of in-principle approval letter issued by the stock exchanges. (3) If the Board specifies any changes or issues observations on the draft offer document and the addendum under sub-regulation (3), the issuer and the lead manager(s) shall file the revised draft offer document and the updated addendum after incorporating the changes specified by the Board. (4) The issuer shall also submit an undertaking from the overseas custodian and domestic depository addressed to the issuer, to comply with their obligations with respect to the said rights issue under their respective agreements entered into between them, along with the offer document. Pricing
221. The issue price and the ratio shall be decided simultaneously with record date in accordance
with the home country regulations.
Availability of Issue Material
222. (1) The abridged letter of offer, containing disclosures as specified in Part B of Schedule IX,
for a rights offering, along with application form, shall be dispatched through registered post or speed post or by courier service or by electronic mode to all the eligible IDR holders at least three days before the date of opening of the issue and shall be made available on the website of the “(2) The issuer shall ensure that the compliance officer, in charge of ensuring compliance with the obligations under this Chapter, functions from within the territorial limits of India.”

issuer with appropriate access restrictions at the same time it is made available to the holders of its equity shares. Provided that a hard copy of the offer document for a rights offering along with the addendum shall be made available at the principal office of the issuer or lead manager to any existing IDR holder who has made a request in this regard. (2) The eligible IDR holders who have not received the application form may apply in writing on a plain paper to the domestic depository, along with the requisite application money within the time frame for acceptance. (3) The eligible IDR holders making an application otherwise than on the application form shall not renounce their rights and shall not utilise the application form for any purpose including renunciation even if it is received subsequently. (4) Where any eligible IDR holder makes an application on an application form as well as on plain paper, such application is liable to be rejected. Issue-related advertisement
223. (1) The issuer shall issue an advertisement for the rights issue disclosing the following:
a) the date of completion of despatch of the abridged letter of offer and the application form; b) the centres other than principal office of the issuer in India where the eligible IDR holders may obtain duplicate copies of the application forms in case they do not receive the application form within a reasonable time after opening of the rights issue; c) a statement that if the eligible IDR holders have neither received the original application forms nor they are in a position to obtain the duplicate forms, they may make application in writing on a plain paper to subscribe to the rights issue; d) a format to enable the eligible IDR holders, to make the application on a plain paper specifying therein necessary particulars such as name, address, ratio of rights issue, issue price, number of IDRs held, ledger folio numbers, depository participant ID, client ID, number of IDRs entitled and applied for, amount to be paid along with application, and particulars of cheque, etc. to be drawn in favour of the issuer’s account; e) a statement that the applications can be directly sent by the eligible IDR holders through registered post together with the application monies to the issuer's designated official at the address given in the advertisement; f) a statement to the effect that if the eligible IDR holder makes an application on plain paper and also on application form both the applications shall be liable to be rejected at the option of the issuer.

(2) The advertisement shall be made in at least one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation at the place where principal office of the issuer is situated in India at least three days before the date of opening of the issue. Period of subscription and issue of allotment letter
224. (1) A rights issue shall be open for subscription in India for a period as applicable under the
laws of its home country but in no case less than ten days.
(2) The issuing company shall ensure that it sends the allotment letter of rights to IDR holders at the time these are sent to shareholders of the issuing company as per the requirement of its home country or other jurisdictions where its securities are listed. Utilisation of funds
225. The issuer shall utilise funds raised in relation to the IDRs pursuant to the rights offering
only upon completion of the allotment process.
Fast track issue
226. (1) Nothing contained in sub-regulations (1) of regulation 221, (1), (2) and (3) of regulation
222 shall apply, if the issuer satisfies the following conditions:
a) the issuer is in compliance in all material respects with the provisions of deposit agreement and the provisions of listing agreements (or listing conditions) applicable in all the jurisdictions wherever the issuer is listed, for a period of at least three years immediately preceding the date of filing of the offer document, and a certification to this effect is provided by the issuer; b) the offer document for the rights offering of the securities of the issuer has been filed and reviewed by the securities regulator in the home country of the issuer; c) there are no pending show-cause notices or prosecution proceedings against the issuer or its promoters, where applicable, or whole time directors on the reference date by the Board or the regulatory authorities in its home country restricting them from accessing the capital markets; and d) the issuer has redressed at least ninety five per cent. of the complaints received from the IDR holders before the end of the three months period immediately preceding the month of date of filing the letter of offer with the designated stock exchange. (2) Where the conditions in sub-regulation (1) are satisfied, the issuer may opt for rights issue of IDRs by filing a copy of the offer document prepared in accordance with the home country

requirements along with an addendum containing disclosures as specified in Part C of Schedule VIII with the Board for record purposes, before filing the same with the stock exchanges.
CHAPTER IX - INITIAL PUBLIC OFFER BY SMALL AND MEDIUM ENTERPRISES
Reference date
227. Unless otherwise provided in this Chapter, an issuer making an initial public offer of
specified securities shall satisfy the conditions of this Chapter as on the date of filing of the draft offer document with the SME exchange and also as on the date of 386[filing] the offer document with the Registrar of Companies.
PART I: ELIGIBILITY REQUIREMENTS
Entities not eligible to make an initial public offer
228. An issuer shall not be eligible to make an initial public offer:
(a) if the issuer, any of its promoters, promoter group or directors or selling shareholders are debarred from accessing the capital market by the Board; (b) if any of the promoters or directors of the issuer is a promoter or director of any other company which is debarred from accessing the capital market by the Board; (c) if the issuer or any of its promoters or directors is a 387[wilful defaulter or a fraudulent borrower]. (d) if any of its promoters or directors is a fugitive economic offender 388[;] 389[(e) if there are any outstanding convertible securities or any other right which would entitle any person with any option to receive equity shares of the issuer:
Provided that the provisions of this clause shall not apply to:
(i) outstanding options granted to employees, whether currently an employee or not, pursuant to an employee stock option scheme in compliance with the Companies Act, 2013, the relevant Guidance Note or accounting standards, if any, 386 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 387 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter”. 388 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol “.”. 389 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

issued by the Institute of Chartered Accountants of India or pursuant to the Companies Act, 2013, in this regard; (ii) fully paid-up outstanding convertible securities which are required to be converted on or before the date of filing of the red herring prospectus (in case of book-built issues) or the prospectus (in case of fixed price issues), as the case may be.] Explanation: The restrictions under clauses (a) and (b) shall not apply to the persons or entities mentioned therein, who were debarred in the past by the Board and the period of debarment is already over as on the date of filing of the draft offer document with the SME Exchange. Eligibility requirements for an initial public offer
229. (1) An issuer shall be eligible to make an initial public offer only if its post-issue paid-up
capital is less than or equal to ten crore rupees.
(2) An issuer, whose post issue 390[paid-up] capital is more than ten crore rupees and upto twenty five crore rupees, may also issue specified securities in accordance with provisions of this
Chapter.
(3) An issuer may make an initial public offer, if it satisfies track record and/or other eligibility conditions of the SME Exchange(s) on which the specified securities are proposed to be listed. Provided that In case of an issuer which had been a partnership firm or a limited liability partnership, the track record of operating profit of the partnership firm or the limited liability partnership shall be considered only if the financial statements of the partnership business for the period during which the issuer was a partnership firm or a limited liability partnership, conform to and are revised in the format prescribed for companies under the Companies Act, 2013 and also comply with the following:
a) adequate disclosures are made in the financial statements as required to be made by the issuer as per Schedule III of the Companies Act, 2013; b) the financial statements are duly certified by auditors, who have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board‘ of the ICAI, stating that: (i) the accounts and the disclosures made are in accordance with the provisions of Schedule III of the Companies Act, 2013; (ii) the accounting standards prescribed under the Companies 390 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “face value”.

Act, 2013 have been followed; (iii) the financial statements present a true and fair view of the firm‘s accounts; Provided further that in case of an issuer formed out of merger or a division of an existing company, the track record of the resulting issuer shall be considered only if the requirements regarding financial statements as specified above in the first proviso are complied with. 391[(4) In case of an issuer, which had been a proprietorship or a partnership firm or a limited liability partnership before conversion to a company or body corporate, such issuer may make an initial public offer only if the issuer company has been in existence for at least one full financial year before filing of draft offer document:
Provided that the restated financial statements of the issuer company prepared post conversion shall be in accordance with Schedule III of the Companies Act, 2013. (5) In cases where there is a complete change of promoter of the issuer or there are new promoter(s) of the issuer who have acquired more than fifty per cent of the shareholding of the issuer, the issuer shall file draft offer document only after a period of one year from the date of such final change(s). (6) An issuer may make an initial public offer, only if the issuer had minimum operating profits (earnings before interest, depreciation and tax) of ₹1 crore from operations for at least two out of the three previous financial years.] General conditions
230. (1) An issuer making an initial public offer shall ensure that:
(a) it has made an application to one or more SME exchanges for listing of its specified securities on such SME exchange(s) and has chosen one of them as the designated stock exchange, in terms of Schedule XIX:
(b) it has entered into an agreement with a depository for dematerialisation of its specified securities already issued and proposed to be issued; (c) all its existing partly paid-up equity shares have either been fully paid-up or forfeited; 392[(d) all its specified securities held by – (i) the promoters, (ii) the promoter group, 391 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 392 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 08.10.2025. Prior to its substitution, clause (d) read as under,- “(d) all specified securities held by the promoters are in the dematerialised form;”

(iii) the selling shareholder(s),
(iv) the directors,
(v) the key managerial personnel,
(vi) the senior management,
(vii) qualified institutional buyer(s),
(viii) employees,
(ix) shareholders holding SR equity Shares,
(x) entities regulated by Financial Sector Regulators, (xi) any other categories of shareholders as maybe specified by the Board from time to time, are in the dematerialised form prior to the filing of the draft offer document; Explanation – For the purposes of this clause, - (i) the term “employee” shall mean a person designated as an employee by the issuer, who is exclusively working in India, and employees of its holding, subsidiary or associate company; (ii) “financial sector regulator” shall mean an authority or body constituted under any law for the time being in force to regulate services or transactions of financial sector and includes the Reserve Bank of India, the Securities and Exchange Board of India, the Insurance Regulatory and Development Authority of India, the Pension Fund Regulatory Authority, the International Financial Services Centre Authority, the Insolvency and Bankruptcy Board of India and such other authorities as may be specified by the Board;] (e) it has made firm arrangements of finance through verifiable means towards seventy five per cent. of the stated means of finance for the project proposed to be funded from the issue proceeds, excluding the amount to be raised through the proposed public offer or through existing identifiable internal accruals393[:] 394[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.] Explanation: “project” means the object for which monies are proposed to be raised to cover the objects of the issue 393 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol “.”. 394 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

395[(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.] (2) The amount for general corporate purposes, as mentioned in objects of the issue in the draft offer document and the offer document shall not exceed 396[fifteen] per cent. of the amount being raised by the issuer 397[or ₹10 crores, whichever is less]. 398[(3) The amount for:
(i) general corporate purposes, and
(ii)such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed thirty five per cent. of the amount being raised by the issuer:
Provided that the amount raised for such objects where the issuer company has not identified acquisition or investment target, as mentioned in objects of the issue in the draft offer document and the offer document, shall not exceed twenty five per cent. of the amount being raised by the issuer:
Provided further that such limits shall not apply if the proposed acquisition or strategic investment object has been identified and suitable specific disclosures about such acquisitions or investments are made in the draft offer document and the offer document at the time of filing of offer documents.] 395 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 396 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “twenty five”. 397 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 398 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

PART II: ISSUE OF CONVERTIBLE DEBT INSTRUMENTS AND WARRANTS
231. An issuer shall be eligible to make an initial public offer of convertible debt instruments
even without making a prior public issue of its equity shares and listing thereof. Provided that an issuer shall not be eligible if it is in default of payment of interest or repayment of principal amount in respect of debt instruments issued by it to the public, if any, for a period of more than six months. Additional requirements for issue of convertible debt instruments
232. (1) In addition to other requirements laid down in these regulations, an issuer making an
initial public offer of convertible debt instruments shall also comply with the following conditions:
a) it has obtained credit rating from at least one credit rating agency; b) it has appointed at least one debenture trustees in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993; c) it shall create a debenture redemption reserve in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder; d) if the issuer proposes to create a charge or security on its assets in respect of secured convertible debt instruments, it shall ensure that:
i) such assets are sufficient to discharge the principal amount at all times; ii) such assets are free from any encumbrance; iii) where security is already created on such assets in favour of any existing lender or security trustee or the issue of convertible debt instruments is proposed to be secured by creation of security on a leasehold land, the consent of such lender or security trustee or lessor for a second or pari passu charge has been obtained and submitted to the debenture trustee before the opening of the issue; iv) the security or asset cover shall be arrived at after reduction of the liabilities having a first or prior charge, in case the convertible debt instruments are secured by a second or subsequent charge. (2) The issuer shall redeem the convertible debt instruments as stipulated in the offer document. Conversion of optionally convertible debt instruments into equity share capital
233. (1) The issuer shall not convert its optionally convertible debt instruments into equity shares
unless the holders of such convertible debt instruments have sent their positive consent to the

issuer and non-receipt of reply to any notice sent by the issuer for this purpose shall not be construed as consent for conversion of any convertible debt instruments. (2) Where the value of the convertible portion of any listed convertible debt instruments issued by a issuer exceeds fifty lakh rupees and the issuer has not determined the conversion price of such convertible debt instruments at the time of making the issue, the holders of such convertible debt instruments shall be given the option of not converting the convertible portion into equity shares:
Provided that where the upper limit on the price of such convertible debt instruments and justification thereon is determined and disclosed to the investors at the time of making the issue, it shall not be necessary to give such option to the holders of the convertible debt instruments for converting the convertible portion into equity share capital within the said upper limit. (3) Where an option is to be given to the holders of the convertible debt instruments in terms of sub-regulation (2) and if one or more of such holders do not exercise the option to convert the instruments into equity share capital at a price determined in the general meeting of the shareholders, the issuer shall redeem that part of the instruments within one month from the last date by which option is to be exercised, at a price which shall not be less than its face value. (4) The provision of sub-regulation (3) shall not apply if such redemption is in terms of the disclosures made in the offer document. Issue of convertible debt instruments for financing
234. An issuer shall not issue convertible debt instruments for financing or for providing loans to
or for acquiring shares of any person who is part of the promoter group or group companies; Provided that an issuer shall be eligible to issue fully convertible debt instruments for these purposes if the period of conversion of such debt instruments is less than eighteen months from the date of issue of such debt instruments. Issue of warrants
235. An issuer shall be eligible to issue warrants in an initial public offer subject to the following:
a) the tenure of such warrants shall not exceed eighteen months from their date of allotment in the initial public offer; b) A specified security may have one or more warrants attached to it; c) the price or formula for determination of exercise price of the warrants shall be determined upfront and disclosed in the offer document and at least twenty-five per cent. of the consideration amount based on the exercise price shall also be received upfront;

Provided that in case the exercise price of warrants is based on a formula, twenty-five per cent. consideration amount based on the cap price of the price band determined for the linked equity shares or convertible securities shall be received upfront.; d) in case the warrant holder does not exercise the option to take equity shares against any of the warrants held by the warrant holder, within three months from the date of payment of consideration, such consideration made in respect of such warrants shall be forfeited by the issuer.
PART III: PROMOTERS’ CONTRIBUTION
Minimum promoters’ contribution
236. (1) The promoters of the issuer shall hold at least twenty per cent. of the post-issue capital:
Provided that in case the post-issue shareholding of the promoters is less than twenty per cent., alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India 399[or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)] may contribute to meet the shortfall in minimum contribution as specified for the promoters, subject to a maximum of ten per cent. of the post-issue capital without being identified as promoter(s); Provided further that the requirement of minimum promoters’ contribution shall not apply in case an issuer does not have any identifiable promoter. (2) The minimum promoters’ contribution shall be as follows:
a) the promoters shall contribute twenty per cent. as stipulated sub-regulation (1), as the case may be, either by way of equity shares or by way of subscription to the convertible securities:
Provided that if the price of the equity shares allotted pursuant to conversion is not predetermined and not disclosed in the offer document, the promoters shall contribute only by way of subscription to the convertible securities being issued in the public offer and shall undertake in writing to subscribe to the equity shares pursuant to conversion of such securities. b) in case of any issue of convertible securities which are convertible or exchangeable on different dates and if the promoters’ contribution is by way of equity shares (conversion 399 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

price being pre-determined), such contribution shall not be at a price lower than the weighted average price of the equity share capital arising out of conversion of such securities. c) subject to the provisions of clause (a) and (b) above, in case of an initial public offer of convertible debt instruments without a prior public issue of equity shares, the promoters shall bring in a contribution of at least twenty per cent. of the project cost in the form of equity shares, subject to contributing at least twenty per cent. of the issue size from its own funds in the form of equity shares:
Provided that if the project is to be implemented in stages, the promoters’ contribution shall be with respect to total equity participation till the respective stage vis-à-vis the debt raised or proposed to be raised through the public offer. d) The promoters shall satisfy the requirements of this regulation at least one day prior to the date of opening of the issue. e) In case the promoters have to subscribe to equity shares or convertible securities towards minimum promoters’ contribution, the amount of promoters’ contribution shall be kept in an escrow account with a scheduled commercial bank, which shall be released to the issuer along with the release of the issue proceeds:
Provided that where the promoters’ contribution has already been brought in and utilised, the issuer shall give the cash flow statement disclosing the use of such funds in the offer document; Explanation: For the purpose of this regulation:
(I) Promoters’ contribution shall be computed on the basis of the post-issue expanded capital:
(a) assuming full proposed conversion of convertible securities into equity shares; (b) assuming exercise of all vested options, where any employee stock options 400[or stock appreciation rights] are outstanding at the time of initial public offer. (II) For computation of “weighted average price”:
(a) “weights” means the number of equity shares arising out of conversion of such specified securities into equity shares at various stages; (b) “price” means the price of equity shares on conversion arrived at after taking into account predetermined conversion price at various stages. Securities ineligible for minimum promoters’ contribution
237. (1) For the computation of minimum promoters’ contribution, the following specified
securities shall not be eligible:
400 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

a) specified securities acquired during the preceding three years, if they are:
(i) acquired for consideration other than cash and revaluation of assets or capitalisation of intangible assets is involved in such transaction; or (ii) resulting from a bonus issue by utilisation of revaluation reserves or unrealised profits of the issuer or from bonus issue against equity shares which are ineligible for minimum promoters’ contribution; b) specified securities acquired by the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India 401[or any non-individual public shareholder holding at least five per cent. of the postissue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)], during the preceding one year at a price lower than the price at which specified securities are being offered to the public in the initial public offer:
Provided that nothing contained in this clause shall apply:
(i) 402[if the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India] 403[or any non-individual public shareholder holding at least five per cent. of the postissue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)], as applicable, pay to the issuer the difference between the price at which the specified securities are offered in the initial public offer and the price at which the specified securities had been acquired; (ii) if such specified securities are acquired in terms of the scheme under 404[*] sections 230 to 234 of the Companies Act, 2013, as approved by a High Court or a tribunal, as applicable, by the promoters 405[or alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India or any non-individual public shareholder holding at least five per cent. of the 401 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 402 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “if the promoters and alternative investment funds”. 403 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 404 The numbers, words and symbols “391 to 394 of the Companies Act, 1956 or” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 405 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s), as applicable] in lieu of business and invested capital that had been in existence for a period of more than one year prior to such approval; (iii) to an initial public offer by a government company, statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in the infrastructure sector; 406[(iv) to equity shares arising from the conversion or exchange of fully paid-up compulsorily convertible securities, including depository receipts, that have been held by the promoters and alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India or any nonindividual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s), as applicable, for a period of at least one year prior to the filing of the draft offer document and such fully paid-up compulsorily convertible securities are converted or exchanged into equity shares prior to the filing of the offer document (i.e., red herring prospectus in case of a book built issue and prospectus in case of a fixed price issue), provided that full disclosures of the terms of conversion or exchange are made in such draft offer document407[:]] 408[Explanation.- For the purpose of this sub-regulation, it is clarified that the price per share for determining securities ineligible for minimum promoters’ contribution, shall be determined after adjusting the same for corporate actions such as share split, bonus issue, etc. undertaken by the issuer;] c) specified securities allotted to the promoters and alternative investment funds during the preceding one year at a price less than the issue price, against funds brought in by them during that period, in case of an issuer formed by conversion of one or more partnership firms or limited liability partnerships, where the partners of the erstwhile partnership firms or limited liability partnerships are the promoters of the issuer and there is no change in the management:
406 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 407 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol “;”. 408 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

Provided that specified securities, allotted to the promoters against the capital existing in such firms for a period of more than one year on a continuous basis, shall be eligible; d) specified securities pledged with any creditor. (2) Specified securities referred to in clauses (a) and (c) of sub-regulation (1) shall be eligible for the computation of promoters’ contribution, if such securities are acquired pursuant to a scheme which has been approved under the Companies Act, 2013 or any previous company law.
PART IV: LOCK-IN AND RESTRICTIONS ON TRANSFERRABILITY
Lock-in of specified securities held by the promoters
238. The specified securities held by the promoters shall not be transferable (hereinafter referred
to as ‘lock-in’) for the periods as stipulated hereunder:
a) minimum promoters’ contribution including contribution made by alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India 409[or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)], as applicable, shall be locked-in for a period of three years from the date of commencement of commercial production or date of allotment in the initial public offer, whichever is later; b) promoters’ holding in excess of minimum promoters’ contribution shall be locked-in 410[as follows:] 411[(i) fifty percent. of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period of two years from the date of allotment in the initial public offer; and (ii) remaining fifty percent. of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period of one year from the date of allotment in the initial public offer.] Explanation: For the purposes of this clause, the expression "date of commencement of commercial production" means the last date of the month in which commercial production of the 409 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 410 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “for a period of one year from the date of allotment in the initial public offer”. 411 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

project in respect of which the funds raised are proposed to be utilised as stated in the offer document, is expected to commence. Lock-in of specified securities held by persons other than the promoters
239. The entire pre-issue capital held by persons other than the promoters shall be locked-in for a
period of one year from the date of allotment in the initial public offer:
Provided that nothing contained in this regulation shall apply to:
a) equity shares allotted to employees, whether currently an employee or not, under an employee stock option or employee stock purchase scheme 412[or a stock appreciation right scheme] of the issuer prior to the initial public offer, if the issuer has made full disclosures with respect to such options or scheme in accordance with Part A of Schedule VI; b) equity shares held by an employee stock option trust or transferred to the employees by an employee stock option trust pursuant to exercise of options by the employees, whether currently employees or not, in accordance with the employee stock option plan or employee stock purchase scheme 413[or a stock appreciation right scheme]. Provided that the equity shares allotted to the employees shall be subject to the provisions of lock-in as specified under the 414[Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021]. c) equity shares held by a venture capital fund or alternative investment fund of category I or Category II or a foreign venture capital investor:
Provided that such equity shares shall be locked in for a period of at least one year from the date of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor. 415[Explanation I]: For the purpose of clause (c), in case such equity shares have resulted pursuant to conversion of fully paid-up compulsorily convertible securities, the holding period of such convertible securities as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period and convertible securities shall be deemed to be fully paid-up, if the entire consideration payable thereon has been paid and no further consideration is payable at the time of their conversion. 412 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 413 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 414 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 for the words and symbols “Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014”. 415 Renamed by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word “Explanation”.

416[Explanation II: 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.] Lock-in of specified securities lent to stabilising agent under the green shoe option
240. The lock-in provisions shall not apply with respect to the specified securities lent to
stabilising agent for the purpose of green shoe option, during the period starting from the date of lending of such specified securities and ending on the date on which they are returned to the lender in terms of sub-regulation (5) or (6) of regulation 279:
Provided that the specified securities shall be locked-in for the remaining period from the date on which they are returned to the lender. Inscription or recording of non-transferability
241. The certificates of specified securities which are subject to lock-in shall contain the
inscription “non- transferable” and specify the lock-in period and in case such specified securities are dematerialised, the issuer shall ensure that the lock-in is recorded by the depository. Pledge of locked-in specified securities
242. Specified securities held by the promoters and locked-in may be pledged as a collateral
security for a loan granted by a scheduled commercial bank or a public financial institution or a systemically important non-banking finance company or a housing finance company, subject to the following:
a) if the specified securities are locked-in in terms of clause (a) of regulation 238, the loan has been granted to the issuer company or its subsidiary(ies) for the purpose of financing one or more of the objects of the issue and pledge of specified securities is one of the terms of sanction of the loan; b) if the specified securities are locked-in in terms of clause (b) of regulation 238 and the pledge of specified securities is one of the terms of sanction of the loan. Provided that such lock-in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible to transfer the specified securities till the lock-in period stipulated in these regulations has expired. 416 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

Transferability of locked-in specified securities
243. Subject to the provisions of Securities and Exchange Board of India (Substantial Acquisition
of shares and Takeovers) Regulations, 2011, the specified securities held by the promoters and locked-in as per regulation 238 may be transferred to another promoter or any person of the promoter group or a new promoter or a person in control of the issuer and the specified securities held by persons other than the promoters and locked-in as per regulation 239 may be transferred to any other person (including promoter or promoter group) holding the specified securities which are locked-in along with the securities proposed to be transferred:
Provided that the lock-in on such specified securities shall continue for the remaining period with the transferee and such transferee shall not be eligible to transfer them till the lock-in period stipulated in these regulations has expired.
PART V: APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND
COMPLIANCE OFFICER
244. (1) The issuer shall appoint one or more merchant bankers, which are registered with the
Board, as lead manager(s) to the issue.
(2) Where the issue is managed by more than one lead manager, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each lead manager shall be predetermined and disclosed in the draft offer document and the offer document as specified in Schedule I. (3) At least one lead manager to the issue shall not be an associate (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) of the issuer and if any of the lead manager is an associate of the issuer, it shall disclose itself as an associate of the issuer and its role shall be limited to marketing of the issue. (4) The issuer shall, in consultation with the lead manager(s), appoint other intermediaries which are registered with the Board after the lead manager(s) have independently assessed the capability of other intermediaries to carry out their obligations. (5) The issuer shall enter into an agreement with the lead manager(s) in the format specified in
Schedule II and enter into agreements with other intermediaries as required under the respective
regulations applicable to the intermediary concerned:
Provided that such agreements may include such other clauses as the issuer and the intermediary may deem fit without diminishing or limiting in any way the liabilities and obligations of the lead

manager(s), other intermediaries and the issuer under the Act, the Companies Act, 2013 417[], the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder or any statutory modification or statutory enactment thereof:
Provided further that in case of ASBA process, the issuer shall take cognisance of the deemed agreement of the issuer with self certified syndicate banks. (6) The issuer shall, in case of an issue made through the book building process, appoint syndicate member(s) and in the case of any other issue, appoint bankers to issue, at centres specified in
Schedule XII.
(7) The issuer shall appoint a registrar to the issue, registered with the Board, which has connectivity with all the depositories:
Provided that if issuer itself is a registrar, it shall not appoint itself as registrar to the issue; Provided further that the lead manager shall not act as a registrar to the issue in which it is also handling the post-issue responsibilities. (8) The issuer shall appoint a 418[person qualified to be a company secretary as the] compliance officer who shall be responsible for monitoring the compliance of the securities laws and for redressal of investors’ grievances.
PART VI: DISCLOSURES IN AND FILING OF OFFER DOCUMENTS
Disclosures in the draft offer document and offer document
245. (1) The offer document shall contain all material disclosures which are true and adequate so
as to enable the applicants to take an informed investment decision.
(2) Without prejudice to the generality of sub-regulation (1), the offer document shall contain:
a) disclosures specified in the Companies Act, 2013; 419[] b) disclosures specified in Part A of Schedule VI 420[;] 421[c) disclosures pertaining to details of Employees' Provident Fund and Employees State Insurance Corporation; such as number of employees registered, amount paid, etc.; 417 The words, numbers and symbol “or the Companies Act, 1956 (to the extent applicable)” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 418 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 419 The word “and” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 420 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol “.”. 421 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

(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.] (3) The lead manager(s) shall exercise due diligence and satisfy themselves about all aspects of the issue including the veracity and adequacy of disclosure in the draft offer document and the offer document. (4) The lead manager(s) shall call upon the issuer, its promoters and its directors or in case of an offer for sale, also the selling shareholders, to fulfil their obligations as disclosed by them in the draft offer document or offer document, as the case may be, and as required in terms of these regulations. (5) The lead manager(s) shall ensure that the information contained in the offer document and the particulars as per audited financial statements in the offer document are not more than six months old from the issue opening date. Filing of the offer document
246. (1) The issuer shall file a copy of the offer document with the Board through the lead
manager(s), immediately upon 422[filing] of the offer document with the Registrar of Companies:
(2) The Board shall not issue any observation on the offer document.
423[(3) The lead manager(s) shall submit a due-diligence certificate as per Form A of Schedule V to which the site visit report of the issuer prepared by the lead manager(s) shall also be annexed, including additional confirmations as provided in Form G of Schedule V along with the draft offer document to the SME Exchange(s), where the specified securities are proposed to be listed.] (4) The offer document shall be displayed from the date of filing in terms of sub-regulation (1) on the websites of 424[the issuer,] the Board, the lead manager(s) and the SME exchange(s). (5) The 425[*] offer documents shall also be furnished to the Board in a soft copy.

422 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registration”. 423 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (3) read as under,- “The lead manager(s) shall submit a due-diligence certificate as per Form A of Schedule V including additional confirmations as provided in Form G of Schedule V along with the offer document to the Board.” 424 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023. 425 The words “draft offer document and the” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022.

426[Draft Offer document and] Offer document to be made available to public
247. 427[(1) The draft offer document filed with the SME exchange shall be made public for
comments, if any, for a period of at least twenty one days from the date of filing, by hosting it on the websites of the issuer, SME exchange where specified securities are proposed to be listed and lead manager associated with the issue. (2) The issuer shall, within two working days of filing the draft offer document with the SME Exchange, make a public announcement in one English national daily newspaper with wide circulation, one 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, disclosing the fact of filing of the draft offer document with the SME exchange and inviting the public to provide their comments to the SME exchange, the issuer or the lead manager(s) in respect of the disclosures made in the draft offer document. (3) The lead manager(s) shall, after expiry of the period stipulated in sub-regulation (1), file with the SME exchange, details of the comments received by them or the issuer from the public, on the draft offer document, during that period and the consequential changes, if any, that are required to be made in the draft offer document.] 428[(4)] The issuer and the lead manager(s) shall ensure that the offer documents are hosted on the websites as required under these regulations and its contents are the same as the versions as filed with the Registrar of Companies, Board and the SME exchange(s). 429[(5)] The lead manager(s) and the SME exchange(s) shall provide copies of the offer document to the public as and when requested and may charge a reasonable sum for providing a copy of the same.
PART VII - PRICING
Face value of equity shares
248. The disclosure about the face value of equity shares shall be made in the draft offer
document, offer document, advertisements and application forms, along with the price band or the issue price in identical font size. 426 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 427 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 428 Renumbered by the by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.08.03.2025. Prior to its renumbering, it read as “(1)”. 429 Renumbered by the by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.08.03.2025. Prior to its renumbering, it read as “(2)”.

Pricing
249. (1) The issuer may determine the price of equity shares, and in case of convertible securities, the
coupon rate and the conversion price, in consultation with the lead manager(s) or through the book building process, as the case may be. (2) The issuer shall undertake the book building process in the manner specified in Schedule XIII. Price and price band
250. (1) The issuer may mention a price or a price band in the offer document (in case of a fixed
price issue) and a floor price or a price band in the red herring prospectus (in case of a book built issue) and determine the price at a later date before 430[filing] the prospectus with the Registrar of Companies:
Provided that the prospectus 431[filed] with the Registrar of Companies shall contain only one price or the specific coupon rate, as the case may be. (2) The cap on the price band, and the coupon rate in case of convertible debt instruments shall be less than or equal to one hundred and twenty per cent. of the floor price. (3) The floor price or the final price shall not be less than the face value of the specified securities. 432[(4) The issuer shall announce the floor price or the price band at least two working days before the opening of the issue in the pre-issue and price band advertisement in the format specified under Part A of Schedule X in one English national daily newspaper with wide 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.] (5) The announcement referred to in sub-regulation (4) shall contain relevant financial ratios computed for both upper and lower end of the price band and also a statement drawing attention of the investors to the section titled “basis of issue price” of the offer document. 430 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”. 431 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registered”. 432 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (4) read as under,- “(4) Where the issuer opts not to make the disclosure of the floor price or price band in the red herring prospectus, the issuer shall announce the floor price or the price band at least two working days before the opening of the issue in the newspapers in which the pre-issue advertisement was released or together with the pre-issue advertisement in the format prescribed under Part A of Schedule X.”

(6) The announcement referred to in sub-regulation (4) and the relevant financial ratios referred to in sub-regulation (5) shall be disclosed on the websites of the SME exchange(s) and shall also be pre-filled in the application forms to be made available on the websites of the SME exchange(s). Differential pricing
251. (1) The issuer may offer its specified securities at different prices, subject to the following:
a) 433[individual investors who applies for minimum application size] or retail individual shareholders[or employees entitled for reservation made under regulation 254 may be offered specified securities at a price not lower than by more than ten per cent. of the price at which net offer is made to other categories of applicants, excluding anchor investors. b) the differential pricing and the price at which net offer is proposed to be made to other categories of applicants shall be within the range such that the minimum application lot size shall remain uniform for all the applicants. c) in case of a book built issue, the price of the specified securities offered to the anchor investors shall not be lower than the price offered to other applicants. (2) Discount, if any, shall be expressed in rupee terms in the offer document.
PART VIII: ISSUANCE CONDITIONS AND PROCEDURE
Minimum offer to public
252. The minimum offer to the public shall be as per the provisions of clause (b) of sub-rule (2) of
rule 19 of Securities Contracts (Regulations) Rules, 1957.
Allocation in the net offer
253. 434[(1)]The allocation in the net offer category shall be as follows:
a) not less than thirty five per cent. to 435[*] individual investors 436[who applies for minimum application size]; b) not less than fifteen per cent. to non-institutional investors; 433 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “retail individual investors”. 434 Re-numbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018 w-e-f- 31.12.2018. 435 The word “retail” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 436 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

c) not more than fifty per cent. to qualified institutional buyers, five per cent. of which shall be allocated to mutual funds:
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in any other category:
Provided further that in addition to five per cent. allocation available in terms of clause (c), mutual funds shall be eligible for allocation under the balance available for qualified institutional buyers. 437[] 438[(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 application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; (b) two third of the portion available to non-institutional investors shall be reserved for applicants with application size of more than ₹10 lakhs:
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the other sub-category of noninstitutional investors.] 439[ 440[(3)] In an issue made other than through the book building process, the allocation in the net offer category shall be made as follows:
(a) minimum fifty per cent. to 441[] individual investors 442[who applies for minimum application size]; and (b) remaining to:
437 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018 w-e-f- 31.12.2018. Prior to its omission,- “Explanation: If the retail individual investor category is entitled to more than the allocated portion on proportionate basis, the retail individual investors shall be allocated that higher percentage.” 438 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 439 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2018 w-e-f- 31.12.2018. 440 Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f.08.03.2025. Prior to its renumbering, it read as “(2)”. 441 The word “retail” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 442 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

(i) individual applicants 443[who applies for minimum application size]; and (ii) other investors including corporate bodies or institutions, irrespective of the number of specified securities applied for; Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in the other category. Explanation. - For the purpose of sub-regulation 444[(3)], if the 445[] 446[category of individual investors who applies for minimum application size] is entitled to more than fifty per cent. of the issue size on a proportionate basis, 447[such] 448[] individual investors shall be allocated that higher percentage.] Reservation on a competitive basis
254. (1) The issuer may make reservations on a competitive basis out of the issue size excluding
promoters’ contribution in favour of the following categories of persons:
a) employees; b) shareholders (other than promoters and promoter group) of listed subsidiaries or listed promoter companies Provided that the issuer shall not make any reservation for the lead manager(s), registrar, syndicate member(s), their promoters, directors and employees and for the group or associate companies (as defined under the Companies Act, 2013) of the lead manager(s), registrar, and syndicate member(s) and their promoters, directors and employees. (2) The reservations on a competitive basis shall be subject to following conditions:
a) the aggregate of reservations for employees shall not exceed five per cent. of the post-issue capital of the issuer and the value of allotment to any employee shall not exceed two lakhs rupees:
443 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “other than retail individual investors”. 444 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word and numeral “(2)”. 445 The word “retail” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 446 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “individual investor category”. 447 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word “the”. 448 The word “retail” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

Provided that in the event of under-subscription in the employee reservation portion, the unsubscribed portion may be allotted on a proportionate basis, for a value in excess of two lakhs rupees, subject to the total allotment to an employee not exceeding five lakhs rupees. b) reservation for shareholders shall not exceed ten per cent. of the issue size; c) no further application for subscription in the net offer can be made by persons (except an employee and retail individual shareholder) in favour of whom reservation on a competitive basis is made; d) any unsubscribed portion in any reserved category may be added to any other reserved category(ies) and the unsubscribed portion, if any, after such inter-se adjustments among the reserved categories shall be added to the net offer category; e) in case of under-subscription in the net offer category, spill-over to the extent of undersubscription shall be permitted from the reserved category to the net public offer. (3) An applicant in any reserved category may make an application for any number of specified securities but not exceeding the reserved portion for that category. Abridged prospectus
255. (1) The abridged prospectus shall contain the disclosures as specified in 449[Part E of
Schedule VI ] and shall not contain any matter extraneous to the contents of the offer document.
(2) Every application form distributed by the issuer or any other person in relation to an issue shall be accompanied by a copy of the abridged prospectus. ASBA
256. The issuer shall accept bids using only the ASBA facility in the manner specified by the
Board.
Availability of issue material
257. The lead manager(s) shall ensure availability of the offer document and other issue material
including application forms to stock exchanges, syndicate members, registrar to issue, registrar and share transfer agents, depository participants, stock brokers, underwriters, bankers to the issue, investors’ associations and self certified syndicate banks before the opening of the issue. 449 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbols “Part E of Schedule VIII”.

Prohibition on payment of incentives
258. Any person connected with the distribution of the issue, shall not offer any incentive,
whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for services rendered in relation to the issue. 450[*] Underwriting
260. (1) The initial public offer shall be underwritten for hundred per cent of the offer and shall
not be restricted upto the minimum subscription level.
(2) The lead manager(s) shall underwrite at least fifteen per cent. of the issue size on their own account(s). (3) The issuer, in consultation with lead manager(s), 451[shall appoint merchant bankers or stock brokers, registered with the Board, to act as underwriters,] and the lead manager(s) may enter into an agreement with the nominated investors indicating therein the number of specified securities which they agree to subscribe at the issue price in case of under-subscription. (4) The lead manager(s) shall file an undertaking to the Board that the issue has been hundred per cent. underwritten along with the list of underwriters, nominated investors and sub-underwriters indicating the extent of underwriting or subscription commitment made by each of them, one day before the opening of issue. (5) If any of the underwriters fail to fulfill their underwriting obligations or the nominated investors fail to subscribe to the unsubscribed portion, the lead manager(s) shall fulfill the underwriting obligations. (6) The underwriters/ sub-underwriters, other than the lead manager(s) and the nominated investors, who have entered into an agreement for subscribing to the issue in case of undersubscription, shall not subscribe to the issue made under this Chapter in any manner except for 450 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. Prior to its omission, Regulation 259 read as follows- “Security deposit
259. (1) The issuer shall, before the opening of subscription list, deposit with the designated stock exchange,
an amount calculated at the rate of one per cent. of the issue size available for subscription to the public in the manner specified by Board and/or stock exchange(s). (2)The amount specified in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board.” 451 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words, numbers and symbols “may appoint underwriters in accordance with Securities and Exchange Board of India (Underwriters) Regulations, 1993”.

fulfilling their obligations under their respective agreements with the lead manager(s) in this regard. (7) All underwriting and subscription arrangements made by the lead manager(s) shall be disclosed in the offer document. Market making
261. (1) The lead manager(s) shall ensure compulsory market making through the stock brokers of
the SME exchange(s) appointed by the issuer, in the manner specified by the Board for a minimum period of three years from the date of listing of the specified securities or from the date of migration from the Main Board in terms of regulation 276. (2) The market maker or issuer, in consultation with the lead manager(s) may enter into agreements with the nominated investors for receiving or delivering the specified securities in market making, subject to the prior approval of the SME exchange. (3) The issuer shall disclose the details of the market making arrangement in the offer document. (4) The specified securities being bought or sold in the process of market making may be transferred to or from the nominated investors with whom the lead manager(s) and the issuer have entered into an agreement for market making:
Provided that the inventory of the market maker, as on the date of allotment of the specified securities, shall be at least five per cent. of the specified securities proposed to be listed on SME exchange. (5) The market maker shall buy the entire shareholding of a shareholder of the issuer in one lot, where the value of such shareholding is less than the minimum contract size allowed for trading on the SME exchange:
Provided that market maker shall not sell in lots less than the minimum contract size allowed for trading on the SME exchange. (6) The market maker shall not buy the shares from the promoters or persons belonging to the promoter group of the issuer or any person who has acquired shares from such promoter or person belonging to the promoter group during the compulsory market making period. (7) The promoters’ holding shall not be eligible for offering to the market maker during the compulsory market making period:
Provided that the promoters’ holding which is not locked-in as per these regulations can be traded with prior permission of the SME exchange, in the manner specified by the Board. (8) The lead manager(s) may be represented on the board of directors of the issuer subject to the agreement between the issuer and the lead manager(s) who have the responsibility of market making.

Monitoring agency
262. (1) If the issue size, excluding the size of offer for sale by selling shareholders, exceeds
452[₹50 crores], the issuer shall make arrangements for the use of proceeds of the issue to be monitored by a 453[credit rating agency registered with the Board:] Provided that nothing contained in this clause shall apply to an issue of specified securities made by a bank or public financial institution or an insurance company. (2) The monitoring agency shall submit its report to the issuer in the format specified in Schedule XI on a quarterly basis, till 454[hundred per cent]. of the proceeds of the issue 455[*] have been utilised. (3) The board of directors and the management of the issuer shall provide their comments on the findings of the monitoring agency as specified in Schedule XI. (4) The issuer shall, within forty five days from the end of each quarter, publicly disseminate the report of the monitoring agency by uploading the same on its website as well as submitting the same to the stock exchange(s) on which its equity shares are listed. 456[(5) In an issue where the issuer is not required to appoint a monitoring agency under this regulation, the issuer shall submit a certificate of the statutory auditor for utilization of money raised through the public issue (excluding offer for sale by selling shareholders) to SME exchange(s) while filing the quarterly financial results, till the issue proceeds are fully utilized. (6) In an issue where working capital is one of the objects of the issue and the amount raised for the said object exceeds five crore rupees, the issuer shall submit a certificate of the statutory 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.] Public communications, publicity materials, advertisements and research reports
263. All public communications, publicity materials, advertisements and research reports shall
comply with provisions of Schedule IX.
452 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “one hundred crore rupees”. 453 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words and symbol “public financial institution or by one of the scheduled commercial banks named in the offer document as bankers of the issuer:”. 454 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “at least ninety five per cent”. 455 The symbols and words “, excluding the proceeds raised for general corporate purposes,” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. 456 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

Issue-related advertisements
264. 457[(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.] (2) The pre-issue 458[and price band] advertisement shall be in the format and shall contain the disclosures specified in Part A of Schedule X. 459[*] (3) The issuer may issue advertisements for issue opening and issue closing advertisements, which shall be in the formats specified in Parts B and C of Schedule X. (4) During the period the issue is open for subscription, no advertisement shall be released giving an impression that the issue has been fully subscribed or oversubscribed or indicating investors’ response to the issue. (5) An announcement regarding closure of the issue shall be made only after the lead manager(s) is satisfied that at least ninety per cent. of the offer has been subscribed and a certificate has been obtained to that effect from the registrar to the issue:
Provided that such an announcement shall not be made before the date on which the issue is to be closed except for issue closing advertisement made in the format prescribed in these regulations. Opening of the issue
265. The issue shall be opened after at least three working days from the date of 460[filing] the
offer document with the Registrar of Companies.
457 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to its substitution, sub-regulation (1) read as under,- “(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 advertisement in one English national daily newspaper with wide 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.” 458 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 459 Omitted by the the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, w.e.f
08.03.2025. Prior to the omission, the proviso read as under:
“Provided that the disclosures in relation to price band or floor price and financial ratios contained therein shall only be applicable where the issuer opts to announce the price band or floor price along with the preissue advertisement pursuant to sub-regulation (4) of regulation 250.” 460 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, w-e-f 01.01.2020 for the word “registering”.

Period of subscription
266. (1) Except as otherwise provided in these regulations, a public issue shall be kept open for at
least three working days and not more than ten working days.
(2) In case of a revision in the price band, the issuer shall extend the bidding (issue) period disclosed in the red herring prospectus, for a minimum period of three working days, subject to the provisions of sub-regulation (1). (3) In case of force majeure, banking strike or similar 461[unforeseen] circumstances, the issuer may, for reasons to be recorded in writing, extend the bidding (issue) period disclosed in the red herring prospectus (in case of a book built issue) or the issue period disclosed in the prospectus (in case of a fixed price issue), for a minimum period of 462[one working day], subject to the provisions of subregulation (1). Application and minimum application value
267. (1) A person shall not make an application in the net offer category for a number of specified
securities that exceeds the total number of specified securities offered to the public. Provided that the maximum application by non-institutional investors shall not exceed total number of specified securities offered in the issue less total number of specified securities offered in the issue to qualified institutional buyers. (2) The minimum application size shall be 463[two lots] per application464[:] 465[Provided that the minimum application size shall be above ₹2 lakhs.] (3) The issuer shall invite applications in multiples of the 466[lot size]. (4) The minimum sum payable on application per specified security shall at least be twenty five per cent. of the issue price:
Provided that in case of an offer for sale, the full issue price for each specified security shall be payable on application. 461 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 462 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024 for the words “three working days” 463 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “one lakh rupees”. 464 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol “.”. 465 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 466 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the symbol, letter, words and numerals “minimum application amount, an illustration whereof is given in Part B of Schedule XIV”.

Explanation: For the purpose of this regulation, “minimum application value” shall be with reference to the issue price of the specified securities and not with reference to the amount payable on application. Allotment procedure and basis of allotment
268. (1) The issuer shall not make an allotment pursuant to a public issue if the number of allottees in
an initial public offer is less than 467[two hundred].
(2) The issuer shall not make any allotment in excess of the specified securities offered through the offer document except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the designated stock exchange. Provided that in case of oversubscription, an allotment of not more than ten per cent. of the net offer to public may be made for the purpose of making allotment in minimum lots. (3) The allotment of specified securities to applicants other than 468[*] individual investors469[who applies for minimum application size, non-institutional investors] and anchor investors shall be on proportionate basis within the specified investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed in the offer document:
Provided that the value of specified securities allotted to any person, except in case of employees, in pursuance of reservation made under clause (a) of sub-regulation (1) or clause (a) of subregulation (2) of regulation 254, shall not exceed two lakhs rupees. 470[(3A) Subject to the availability of shares in non-institutional investors’ category, the allotment of specified securities to each non-institutional investor shall not be less than the minimum application size in non-institutional investor category, and the remaining shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in
Schedule XIII of these regulations.]
(4) The authorised employees of the stock exchange, along with the lead manager(s) and registrars to the issue, shall ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the allotment procedure as specified in 471[Parts A and A2] of Schedule XIV. 467 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “fifty”. 468 The word “retail” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 469 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 470 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 471 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the word and letter “Part A”.

Allotment, refund and payment of interest
269. (1) The registrars to the issue, in consultation with the issuer and lead manager(s) shall ensure
that the specified securities are allotted and/or application monies are refunded or unblocked within such time as may be specified by the Board. (2) The lead manager(s) shall ensure that the allotment, credit of dematerialised securities, refunding or unlocking of application monies, as may be applicable, are done electronically. (3) Where the specified securities are not allotted and/or application monies are not refunded or unblocked within the period stipulated in sub-regulation (1) above, the issuer shall undertake to pay interest at the rate of fifteen per cent. per annum and within such time as disclosed in the offer document and the lead manager(s) shall ensure the same. Post-issue advertisements
270. (1) The lead manager(s) shall ensure that advertisement giving details relating to
subscription, basis of allotment, number, value and percentage of all applications including ASBA, number, value and percentage of successful allottees for all applications including ASBA, date of completion of dispatch of refund orders, as applicable, or instructions to self certified syndicate banks by the Registrar, date of credit of specified securities and date of filing of listing application, etc. is released within ten days from the date of completion of the various activities in at least one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one regional language daily newspaper with wide circulation at the place where registered office of the issuer is situated. (2) Details specified in sub regulation (1) shall also be placed on the website of the stock exchanges. Post-issue responsibilities of the lead manager(s)
271. (1) The responsibility of the lead manager(s) shall continue until completion of the issue
process and for any issue related matter thereafter.
(2) The lead manager(s) shall regularly monitor redressal of investor grievances arising from any issue related activities. (3) The lead manager(s) shall be responsible for and co-ordinate with the registrars to the issue and with various intermediaries at regular intervals after the closure of the issue to monitor the flow of applications from syndicate member(s) or collecting bank branches and or self-certified syndicate banks, processing of the applications including application form for ASBA and other matters till the basis of allotment is finalised, credit of the specified securities to the demat

accounts of the allottees and unblocking of ASBA accounts/ despatch of refund orders are completed and securities are listed, as applicable. (4) Any act of omission or commission on the part of any of the intermediaries noticed by the lead manager(s) shall be duly reported by them to the Board. (5)In case there is a devolvement on underwriters, the lead manager(s) shall ensure that the notice for devolvement containing the obligation of the underwriters is issued within a period of ten days from the date of closure of the issue. (6) In the case of undersubscribed issues that are underwritten, the lead manager(s) shall furnish information in respect of underwriters who have failed to meet their underwriting devolvement to the Board in the format specified in Schedule XVIII. Release of subscription money
272. (1) The lead manager(s) shall confirm to the bankers to the issue by way of copies of listing
and trading approvals that all formalities in connection with the issue have been completed and that the banker is free to release the money to the issuer or release the money for refund in case of failure of the issue. (2) In case the issuer fails to obtain listing or trading permission from the stock exchanges where the specified securities were to be listed, it shall refund through verifiable means the entire monies received within 472[four days] of receipt of intimation from stock exchanges rejecting the application for listing of specified securities, and if any such money is not repaid within 473[four days] after the issuer becomes liable to repay it the issuer and every director of the company who is an officer in default shall, on and from the expiry of the 474[fourth day], be jointly and severally liable to repay that money with interest at the rate of fifteen per cent. per annum. (2) The lead manager(s) shall ensure that the monies received in respect of the issue are released to the issuer in compliance with the provisions of the Section 40 (3) of the Companies Act, 2013, as applicable. Post-issue reports
273. The lead manager(s) shall submit a final post-issue report as specified in Part A of Schedule
XVII, along with a due diligence certificate as per the format specified in Form F of Schedule V, 472 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “seven days”. 473 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “eight days”. 474 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

within seven days of the date of finalization of basis of allotment or within seven days of refund of money in case of failure of issue. 475[Reporting of transactions of the promoters and promoter group and other pre-IPO transactions
274. (1) The issuer shall ensure that all transactions in securities by the promoter and promoter
group 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 twentyfour 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).] Listing
275. Where any listed issuer issues specified securities in accordance with provisions of this
Chapter, it shall migrate the specified securities already listed on any recognised stock
exchange(s) to the SME exchange.
Migration to the SME exchange
276. A listed issuer whose post-issue 476[paid-up] capital is less than twenty five crore rupees may
migrate its specified securities to SME exchange if its shareholders approve such migration by passing a special resolution through postal ballot to this effect and if such issuer fulfils the eligibility criteria for listing laid down by the SME exchange:
Provided that the special resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal. 475 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. Prior to the substitution, Regulation 274 read as under:
“Reporting of transactions of the promoters and promoter group
274. The issuer shall ensure that all transactions in securities by the promoter and promoter group 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.” 476 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “face value”.

Migration to the main board
277. An issuer, whose specified securities are listed on a SME Exchange and whose post-issue
477[paid-up] capital is more than ten crore rupees and up to twenty five crore rupees, may migrate its specified securities to the main board of the stock exchanges if its shareholders approve such a migration by passing a special resolution through postal ballot to this effect and if such issuer fulfils the eligibility criteria for listing laid down by the Main Board:
Provided that the special resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.
PART IX: MISCELLANEOUS
Restriction on further capital issues
278. An issuer shall not make any further issue of specified securities in any manner whether by way
of public issue, rights issue, preferential issue, qualified institutions placement, issue of bonus shares or otherwise, except pursuant to an employee stock option scheme 478[or a stock appreciation right scheme], during the period between the date of filing the draft offer document and the listing of the specified securities offered through the offer document or refund of application monies unless full disclosures regarding the total number of specified securities or amount proposed to be raised from such further issue are made in such draft offer document or offer document, as the case may be. Price stabilisation through green shoe option
279. (1) The issuer may provide green shoe option for stabilising the post listing price of its specified
securities, subject to the following:
a) the issuer has been authorized, by a resolution passed in the general meeting of shareholders approving the public issue, to allot specified securities to the stabilising agent, if required, on the expiry of the stabilisation period; b) the issuer has appointed a lead manager(s) appointed by the issuer as a stabilising agent, who shall be responsible for the price stabilisation process; 477 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “face value”. 478 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

c) prior to filing the draft offer document, the issuer and the stabilising agent have entered into an agreement, stating all the terms and conditions relating to the green shoe option including fees charged and expenses to be incurred by the stabilising agent for discharging its responsibilities; d) prior to filing the offer document, the stabilising agent has entered into an agreement with the promoters or pre-issue shareholders or both for borrowing specified securities from them in accordance with clause (g) of this sub-regulation, specifying therein the maximum number of specified securities that may be borrowed for the purpose of allotment or allocation of specified securities in excess of the issue size (hereinafter referred to as the “over- allotment”), which shall not be in excess of fifteen per cent. of the issue size; e) subject to clause (d), the lead manager(s), in consultation with the stabilising agent, shall determine the amount of specified securities to be over-allotted in the public issue; f) the draft offer document and offer document shall contain all material disclosures about the green shoe option specified in this regard in Part A of Schedule VI; g) in case of an initial public offer pre-issue shareholders and promoters and in case of a further public offer pre-issue shareholders holding more than five per cent. specified securities and promoters, may lend specified securities to the extent of the proposed over-allotment; h) the specified securities borrowed shall be in dematerialised form and allocation of these securities shall be made pro-rata to all successful applicants. (2) For the purpose of stabilisation of post-listing price of the specified securities, the stabilising agent shall determine the relevant aspects including the timing of buying such securities, quantity to be bought and the price at which such securities are to be bought from the market. (3) The stabilisation process shall be available for a period not exceeding thirty days from the date on which trading permission is given by the stock exchanges in respect of the specified securities allotted in the public issue. (4) The stabilising agent shall open a special account, distinct from the issue account, with a bank for crediting the monies received from the applicants against the over-allotment and a special account with a depository participant for crediting specified securities to be bought from the market during the stabilisation period out of the monies credited in the special bank account. (5) The specified securities bought from the market and credited in the special account with the depository participant shall be returned to the promoters or pre-issue shareholders immediately, in any case not later than two working days after the end of the stabilization period. (6) On expiry of the stabilisation period, if the stabilising agent has not been able to buy specified securities from the market to the extent of such securities over-allotted, the
issuer shall allot specified securities at issue price in dematerialised form to the extent of the shortfall to the special account with the depository participant, within five days of the closure of the stabilisation period and such

specified securities shall be returned to the promoters or pre-issue shareholders by the stabilising agent in lieu of the specified securities borrowed from them and the account with the depository participant shall be closed thereafter. (7) The issuer shall make a listing application in respect of the further specified securities allotted under sub-regulation (6), to all the stock exchanges where the specified securities allotted in the public issue are listed and the provisions of Chapter VII shall not be applicable to such allotment. (8) The stabilising agent shall remit the monies with respect to the specified securities allotted under sub-regulation (6) to the issuer from the special bank account. (9) Any monies left in the special bank account after remittance of monies to the issuer under subregulation (8) and deduction of expenses incurred by the stabilising agent for the stabilisation process shall be transferred to the Investor Protection and Education Fund established by the Board and the special bank account shall be closed soon thereafter. (10) The stabilising agent shall submit a report to the stock exchange on a daily basis during the stabilisation period and a final report to the Board in the format specified in Schedule XV. (11) The stabilising agent shall maintain a register for a period of at least three years from the date of the end of the stabilisation period and such register shall contain the following particulars:
a) The names of the promoters or pre-issue shareholders from whom the specified securities were borrowed and the number of specified securities borrowed from each of them; b) The price, date and time in respect of each transaction effected in the course of the stabilisation process; and c) The details of allotment made by the issuer on expiry of the stabilisation process. Alteration of rights of holders of specified securities
280. (1) The issuer shall not alter the terms (including the terms of issue) of specified securities
which may adversely affect the interests of the holders of that specified securities, except with the consent in writing of the holders of not less than three-fourths of the specified securities of that class or with the sanction of a special resolution passed at a meeting of the holders of the specified securities of that class. (2) Where the post-issue 479[paid-up] capital of an issuer listed on a SME exchange is likely to increase beyond twenty five crore rupees by virtue of any further issue of capital by the issuer by way of rights issue, preferential issue, bonus issue, etc. the issuer shall migrate its specified securities listed on a SME exchange to the Main Board and seek listing of the specified securities 479 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025 for the words “face value”.

proposed to be issued on the Main Board subject to the fulfilment of the eligibility criteria for listing of specified securities laid down by the Main Board:
Provided that no further issue of capital by the issuer shall be made unless – a) the shareholders of the issuer have approved the migration by passing a special resolution through postal ballot wherein the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal; b) the issuer has obtained an in-principle approval from the Main Board for listing of its entire specified securities on it. 480[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 ₹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).] Further Issues
281. An issuer listed on a SME exchange making a further issue of capital by way of a rights
issue, or further public offer or preferential issue or bonus issue etc. may do so by adhering to applicable requirements mentioned in these regulations. 481[Post-listing exit opportunity for dissenting shareholders 281A. The promoters or shareholders in control of an issuer shall provide an exit offer to dissenting shareholders as provided for in the Companies Act, 2013 in case of change in objects or variation in the terms of contract related to objects referred to in the offer document as per the conditions and in the manner provided in Schedule XX:
Provided that the exit offer shall not apply where there are neither any identifiable promoters nor any shareholders in control of the issuer.] 480 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 481 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025.

CHAPTER X –
482[INNOVATORS GROWTH PLATFORM]
PART I: APPLICABILITY
282. (1) The provisions of this Chapter shall apply to issuers seeking listing of their specified
securities pursuant to an initial public offer or for only trading on a stock exchange of their specified securities without making a public offer. (2) The provisions of these regulations, in respect of the matters not specifically dealt or excluded under this Chapter, shall apply mutatis mutandis to any listing or trading of specified securities under this Chapter. Provided that the following shall not apply:
(a) sub-regulation (2) of regulation 7 on restrictions on the amount of general corporate purposes; and (b) sub-regulation (1) and (2) of regulation 6 on eligibility requirements (3) The 483[Innovators Growth Platform] shall be accessible only to institutional investors and non-institutional investors 484[*]. 485[(4) If an issuer has issued SR equity shares to its promoters/ founders, the said issuer shall be allowed to make an initial public offer of only ordinary shares for listing on the Innovators Growth Platform subject to compliance with the provisions of this Chapter and continued compliance with the provisions for SR equity shares in accordance with sub-regulation (3) of regulation 6.] Eligibility
283. 486[(1) An issuer which is intensive in the use of technology, information technology,
intellectual property, data analytics, bio-technology or nano-technology to provide products, 482 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as “INSTITUTIONAL TRADING PLATFORM”. 483 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, “institutional trading platform”. 484 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its omission, it read as “and not to retail individual investors”. 485 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. 486 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as:
“(1) The following issuers shall be eligible for listing on the institutional trading platform:

services or business platforms with substantial value addition shall be eligible for listing on the innovators growth platform, provided that as on the date of filing of draft information document or draft offer document with the Board, as the case may be, twenty five per cent of the pre-issue capital of the Issuer Company for at least a period of 487[one year], should have been held by:
I. Qualified Institutional Buyers;
488[*]
489[II.] 490[ Innovators Growth Platform Investors] for the purpose of Innovators Growth Platform; 491[III.] The following regulated entities:
a. 492[Foreign Portfolio Investor]; b. An entity meeting all the following criteria:
i. It is a pooled investment fund with minimum assets under management of one
hundred and fifty million USD;
ii. It is registered with a financial sector regulator in the jurisdiction of which it is a
resident;
iii. It is resident of a country whose securities market regulator is a signatory to the
International Organization of Securities Commission’s Multilateral Memorandum of Understanding (Appendix A Signatories) or a signatory to Bilateral Memorandum of Understanding with the Board;
iv. It is not resident in a country identified in the public statement of Financial Action
Task Force as:
a) an issuer which is intensive in the use of technology, information technology, intellectual property, data analytics, bio-technology or nano-technology to provide products, services or business platforms with substantial value addition and at least twenty five per cent of its pre-issue capital is held by qualified institutional buyer(s) as on the date of filing of draft information document or draft offer document with the Board, as the case may be; or b) any other issuer in which at least fifty per cent of the pre-issue capital is held by qualified institutional buyers as on the date of filing of draft information document or draft offer document with the Board, as the case may be. (1) No person, individually or collectively with persons acting in concert, shall hold twenty five per cent or more of the post-issue share capital in an entity specified in sub-regulation (1).” 487 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, “two years”. 488 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its omission, it read as:
“II. Family trust with net-worth of more than five hundred crore rupees, as per the last audited financial statements;” Renumbered by the by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its renumbering, it read as “(III)”. 490 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, “Accredited Investors”. 491 Renumbered by the by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its renumbering, it read as “(IV)”. 492 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f.23.09.2019. Prior to its substitution it read as, “Category III Foreign Portfolio Investor”.

a) a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or b) a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies. 493[IV. Any other class of investors as specified by Securities and Exchange Board of India from time to time.] Explanation:
(a) The following entities shall be eligible to be considered as 494[ Innovators Growth Platform Investors] for the purpose of innovators growth platform:
(i) any individual with total gross income of fifty lakhs rupees annually and who has minimum liquid net worth of five crore rupees; or (ii) any body corporate with net worth of twenty five crore rupees. 495[(iii) any family trust with net worth of twenty five crore rupees.] (b) 496[ Pre-issue capital held by promoters/promoter groups, even if they are registered as Innovators Growth Platform Investors, shall not be considered for the 25% pre-issue capital eligibility requirement specified under sub-regulation (1) of regulation 283]. (c) For the purpose of accreditation: The persons /corporate bodies who wish to get accreditation for the purpose of innovators growth platform, shall approach the stock exchanges or depositories and follow the procedures prescribed by the Board and / or such stock exchange or depository for the purpose of accreditation as an 497[ Innovators Growth Platform Investor], from time to time.] 498[(2)] An issuer shall be eligible for listing on the 499[ Innovators Growth Platform] if none of the promoters or directors of the issuer company is a fugitive economic offender. 493 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. 494 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, “Accredited Investors”. 495 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. 496 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, “Not more than ten per cent of the pre-issue capital may be held by Accredited Investors”. 497 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, “Accredited Investor”. 498 Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its renumbering, it read as sub-regulation (3).

PART II: LISTING WITHOUT A PUBLIC ISSUE
Listing without a public issue
284. (1) An issuer seeking listing of its specified securities without making a public offer, shall
file a draft information document along with the necessary documents with the Board in accordance with these regulations along with the fee as specified in Schedule III of these regulations. (2) The draft information document shall contain disclosures as specified for the draft offer documents in these regulations as specified in Part A of Schedule VI. (3) The regulations relating to the following as stated under the Chapter of Initial Public Offer on Main Board shall not be applicable:
a) allotment; b) issue opening or closing; c) advertisements; d) underwriting; e) sub-regulation (2) of regulation 5; f) pricing; g) dispatch of issue material; and h) other such provisions related to offer of specified securities to the public. (4) The issuer shall obtain an in-principle approval from the stock exchanges on which it proposes to get its specified securities listed. (5) The issuer shall list its specified securities on the recognised stock exchange(s within thirty days:
a) from the date of issuance of observations by the Board; or b) from the expiry of the period stipulated in sub-regulation (4) of regulation 25, if the Board has not issued any such observations. (6) The issuer which has received an in-principle approval from the stock exchange for listing of its specified securities, shall be deemed to have been waived by the Board under sub-rule (7) of rule 19 from the requirement of minimum offer to the public as per the provisions of clause (b) 499 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as, “institutional trading platform”.

of sub-rule (2) of rule 19 of Securities Contracts (Regulation) Rules, 1957 for the limited purpose of listing on the 500[innovators growth platform]. (7) Provisions relating to minimum public shareholding shall not be applicable. (8) The draft and final information document shall be approved by the board of directors of the issuer and shall be signed by all directors, the Chief Executive Officer, i.e., the Managing Director or Manager within the meaning of the Companies Act, 2013 and the Chief Financial Officer, i.e., the Whole-time Finance Director or any other person heading the finance function and discharging that function. (9) The signatories shall also certify that all disclosures made in the information document are true and correct. (10) In case of mis-statement in the information document or any omission therein, any person who has authorized the issue of information document shall be liable in accordance with the provisions of the Act and regulations made thereunder. Explanation: Under this Part, the phrases ‘pre-issue’ and ‘post-issue’, wherever they occur shall be construed as ‘pre-listing’ and ‘post-listing’, respectively.
PART III: LISTING PURSUANT TO AN INITIAL PUBLIC OFFER
Disclosures in draft offer document and offer document
285. (1) An issuer seeking to issue and list its specified securities shall file a draft offer document
along with necessary documents with the Board in accordance with these regulations along with the fees as specified in Schedule III of these regulations. (2) The draft offer document shall disclose the broad objects of the issue. (3) The basis of issue price shall include disclosures, except projections, as deemed fit by the issuer in order to enable the investors to take informed decisions and the disclosures shall suitably contain the basis of valuation. 501[Minimum public shareholding norms and minimum offer size 285A.(1) The issuer shall be in compliance with minimum public shareholding requirements specified in the Securities Contracts (Regulation) Rules, 1957. 500 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as “institutional trading platform”. 501 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019.

(2) The minimum offer size shall be ten crore rupees.”] Minimum application size
286. The minimum application size shall be 502[two lakh rupees and in multiples thereof].
Allocation and allotment
287. (1) The number of allottees in the initial public offer shall at least be 503[fifty].
504[(2) The allotment to institutional investors as well as non-institutional investors shall be on a proportionate basis.] 505[*] 506[(3)] Any under-subscription in the non-institutional investor category shall be available for subscription under the institutional investors’ category. 507[(4) The issuer may allocate up to sixty per cent of the issue size on a discretionary basis, prior to the issue opening, to eligible investors as identified under sub-regulation (1) of regulation 283, in accordance with the requirements with respect to anchor investors for public issue made on the SME exchange as specified in Part A of Schedule XIII:
Provided that the price of the specified securities offered to eligible investors shall not be lower than the price offered to other applicants. Provided further that eligible investors shall make an application of a value of at least fifty lakh rupees.] 502 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as “ten lakh rupees”. 503 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as “two hundred”. 504 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as:
“(2)The allocation in the net offer to public category shall be as follows:
(a) seventy-five per cent to institutional investors:
Provided that there shall be no separate allocation for anchor investors; (b) twenty-five per cent to non-institutional investors” 505 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its omission, it read as:
“(3) The allotment to institutional investors may be on a discretionary or a proportionate basis whereas the allotment to non-institutional investors shall be on a proportionate basis. (4) The mode of allotment to institutional investors, i.e., whether discretionary or proportionate, shall be disclosed prior to or at the time of filing of the offer document. (5) In case of discretionary allotment to institutional investors, no institutional investor shall be allotted more than ten per cent. of the issue size.” 506 Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its renumbering, it read as sub-regulation “(6)”. 507 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021.

PART IV: GENERAL CONDITIONS
Lock-in
288. (1) The entire pre-issue capital of the shareholders shall be locked-in for a period of six
months from the date of allotment in case of listing pursuant to a public issue or date of listing in case of listing without a public issue:
Provided that nothing contained in this regulation shall apply to:
a) equity shares allotted to employees, whether currently an employee or not, under an employee stock option or employee stock purchase scheme 508[or a stock right appreciation scheme] of the issuer prior to the initial public offer, if the issuer has made full disclosures with respect to such options or scheme in accordance with Part A of
Schedule VI;
b) equity shares held by an employee stock option trust or transferred to the employees by an employee stock option trust pursuant to exercise of options by the employees, whether currently employees or not, in accordance with the employee stock option plan or employee stock purchase scheme 509[or a stock right appreciation scheme]. Provided that the equity shares allotted to the employees shall be subject to the provisions of lock-in as specified under the 510[Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021]. c) equity shares held by a venture capital fund or alternative investment fund of Category I 511[or Category II] or a foreign venture capital investor:
Provided that such equity shares shall be locked-in for a period of at least one year from the date of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor. d) equity shares held by persons other than the promoters, continuously for a period of at least one year prior to the date of listing in case of listing without a public issue:
Explanation 512[I]: For the purpose of clause (c) and (d), in case such equity shares have resulted pursuant to conversion of fully paid-up compulsorily convertible securities, the 508 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 509 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 510 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2023 w.e.f. 23.5.2023 for the words and symbols “Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014”. 511 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021.

holding period of such convertible securities as well as that of resultant equity shares together shall be considered for the purpose of calculation of one year period and the convertible securities shall be deemed to be fully paid-up, if the entire consideration payable thereon has been paid at the time of their conversion. 513[Explanation II: 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.] (2) The specified securities held by the promoters and locked-in may be pledged with any scheduled commercial bank or public financial institution or systemically important non-banking finance company as a collateral security for a loan granted by such bank or institution or systemically important non-banking finance company if the pledge of specified securities is one of the terms of sanction of the loan. (3) The specified securities that are locked-in may be transferable in accordance with regulation 288 of these regulations. (4) All specified securities allotted on a discretionary basis shall be locked-in in accordance with the requirements for lock-in for the anchor investors on the main board of the stock exchange, as specified under Part A of Schedule XIII. 514[(5) The SR equity shares shall be locked-in till conversion into equity shares with voting rights similar to that of ordinary shares or shall be locked-in for a period specified in sub-regulations (1), whichever is later.] Trading lot
289. The minimum trading lot on the stock exchange shall be 515[two lakh rupees and in
multiples thereof].
Exit of issuers whose securities are trading without making a public offer
290. An issuer whose specified securities are traded on the 516[innovators growth platform]
without making a public issue may exit from that platform, if 512 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 513 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f. 08.03.2025. 514 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. 515 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as “ten lakh rupees”.

a) its shareholders approve such an exit by passing a special resolution through postal ballot where ninety per cent of the total votes and the majority of non-promoter votes have been cast in favor of such proposal; and b) the recognised stock exchange where its shares are listed approves of such an exit. 517[*] 516 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as “institutional trading platform”. 517 Regulation 290A omitted by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022. Prior to the omission, regulation 290A read as follows:
“Exit of issuers whose securities are listed and trading on the Innovators Growth Platform pursuant to an initial public offer. 290A (1) The provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, in respect of the matters not specifically dealt or excluded under this regulation, shall apply mutatis mutandis to delisting of specified securities under these regulations:
Provided that the following provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 shall not apply:
(a) clause (a) and (b) of sub-regulation (1) of regulation 8 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, relating to conditions and procedure for delisting where exit opportunity is required; (b) regulation 15 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, relating to offer price; and (c) regulation 17 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, relating to minimum number of equity shares to be acquired. (2) An issuer company whose specified securities are traded on the Innovators Growth Platform pursuant to an initial public offer may exit from the Innovators Growth Platform, if - (a) such an exit is approved by the board of directors of the company in its meeting; (b) such an exit is approved by the shareholders of the company by a special resolution passed through postal ballot or e-voting, after disclosure of all material facts in the explanatory statement sent to the shareholders in relation to such resolution:
Provided further that the special resolution shall be acted upon only if the votes cast by the majority of public shareholders are in favor of such exit proposal; (c) delisting price is based on a floor price determined in terms of regulation 8 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as may be applicable, and an additional delisting premium justified by the acquirer / promoter; (d) the post offer acquirer / promoter shareholding (along with the persons acting in concert with the acquirer / promoter), taken together with the shares tendered reaches seventy

Withdrawal of approval by the stock exchange
291. (1) The recognised stock exchange may delist the specified securities of an issuer listed
without making a public issue upon non-compliance of the conditions of listing and in the manner as specified by the stock exchange. (2) No issuer promoted by the promoters and directors of an entity delisted under sub-regulation (1), shall be permitted to list on the 518[innovators growth platform] for a period of five years from the date of such delisting:
Provided that the provisions of this regulation shall not apply to another issuer promoted by any of the independent directors of such a delisted issuer. 519[PART V: MIGRATION TO THE MAIN BOARD Granting companies listed on the Innovators Growth Platform pursuant to an initial public offer, an option to trade under the regular category of the main board of the stock exchange
292. (1) A company shall be eligible to trade under the regular category of the main board of the
stock exchanges, subject to fulfillment of the conditions of the stock exchanges, if any, and the fulfillment of the following conditions:
(a) It has listed its specified securities for a minimum period of one year on the Innovators Growth Platform of a recognised stock exchange; (b) It has minimum of two hundred shareholders, at the time of making the application for trading under the regular category; (c) The company, any of its promoters, promoter group or directors are not debarred from accessing the capital market by the Board; five per cent of the total issued shares of that class and at least fifty per cent shares of the public shareholders as on date of the meeting referred to in clause (a) of this subregulation are tendered and accepted; and (e) recognised stock exchange(s) where its shares are listed approves of such an exit.” 518 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2019, w-e-f 05.04.2019. Prior to its substitution, it read as “institutional trading platform”. 519 Substituted by the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019 w.e.f.23.09.2019. Prior to its substitution, it read as; “Migration to the main board 292.An issuer that has listed its specified securities on a recognised stock exchange may at its option migrate to the main board of that recognised stock exchange after expiry of three years from the date of listing subject to compliance with the eligibility requirements of the stock exchange.”

(d) None of the promoters or directors of the company is a promoter or director of any other company which is debarred from accessing the capital market by the Board; (e) The company or any of its promoters or directors is not a 520[wilful defaulter or a fraudulent borrower]; and (f) None of the promoters or directors of the Company is a fugitive economic offender. Explanation: The restrictions under (c) and (d) above shall not apply to persons or entities mentioned therein, who were debarred in the past by the Board and the period of debarment is over as on the date of application for migration of trading to the regular category of the main board of the stock exchange. Eligibility requirements (2) A company shall be eligible to trade under the regular category of the main board of the stock exchanges, only if:
(a) it has net tangible assets of at least three crore rupees, calculated on a consolidated basis, in each of the preceding three full years (of twelve months each), of which not more than fifty per cent. are held in monetary assets; (b) it has an average operating profit of at least fifteen crore rupees, calculated on a consolidated basis, during the preceding three years (of twelve months each), with operating profit in each of these preceding three years; (c) it has a net worth of at least one crore rupees in each of the preceding three full years (of twelve months each), calculated on a consolidated basis; and (d) in case it has changed its name within the last one year, at least fifty per cent of the revenue, calculated on a consolidated basis, for the preceding one full year has been earned by it from the activity indicated by its new name. (3) 521[A company not satisfying the conditions laid down under sub-regulation (2) of regulation 292, shall, as on date of application for migration under the regular category, have fifty per cent of its capital held by Qualified Institutional Buyers.] Minimum promoters’ contribution (4) The promoters of the company shall hold at least twenty per cent of the total capital:
520 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2022 w.e.f. 14.1.2022 for the words “wilful defaulter”. 521 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f.05.05.2021. Prior to its substitution, it read as; “A company not satisfying the conditions laid down under sub-regulation (2) of regulation 292, shall, at the time of applying to trade under the regular category, have seventy five per cent. of its capital, as on date of application for migration, held by Qualified Institutional Buyers.”

Provided that in case the total capital held by the promoters is less than twenty per cent, alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India 522[or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)] may contribute to meet the shortfall in minimum contribution as specified, subject to a maximum of ten per cent of the total capital without being identified as promoter(s):
Provided further that the requirement of minimum promoters ’contribution shall not apply in case a company does not have any identifiable promoter. Lock-in period (5) (a) The minimum promoters’ contribution including contribution made by alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with the Insurance Regulatory and Development Authority of India 523[or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s)], shall be locked in for a period of three years from the date on which trading approval in regular category of main board is granted, and any excess over and above the 20% of promoter’s holding shall be locked-in for a period of one year. (b) Wherever the contributions made by such entities had been locked-in for a period of six months at the time of listing of shares of the Company on the Innovators Growth Platform, and the company is desirous of migrating to the regular trade category of the main board after completion of listing on the Innovators Growth Platform for one year, such period shall be deducted from the stipulated lock-in requirement of three years and one year, as may be applicable. (c) The condition of lock in would not apply to a Company which has been listed on the Innovators Growth Platform for a minimum period of three years or more.] 522 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024. 523 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024 w.e.f. 18.05.2024.

524[ CHAPTER X-A
SOCIAL STOCK EXCHANGE
Definitions.
292A In this Chapter, unless the context otherwise requires,— (a) “draft fund raising document” means the draft fund raising document filed with a Social Stock Exchange in relation to a public issue of Zero Coupon Zero Principal Instruments by a Not for Profit Organization registered with the Social Stock Exchange; (b) “final fund raising document” means the final fund raising document filed with the Social Stock Exchange pursuant to incorporation of observations issued in respect of the draft fund raising document by the Social Stock Exchange; (c) “For Profit Social Enterprise” means a company or a body corporate operating for profit, which is a Social Enterprise for the purposes of these regulations and does not include a company incorporated under section 8 of the Companies Act, 2013 (18 of 2013); (d) “fund raising document” means the draft fund raising document and the final fund raising document; (e) “Not for Profit Organization” means a Social Enterprise which is any of the following entities:
(i) a charitable trust registered under the Indian Trusts Act, 1882 (2 of 1882); (ii) a charitable trust registered under the public trust statute of the relevant 525[State]; 526[(iii) a Trust registered under the Registration Act, 1908 (16 of 1908) with the relevant Sub-Registrar in those States that have not enacted the law governing public trust;] 527[(iv)] a charitable society registered under the Societies Registration Act, 1860 (21 of 1860); 528[(v) a charitable society registered under the Societies Registration Act of the relevant State;] 524 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022 w.e.f. 25.7.2022. 525 Substituted for the word “state” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. 526 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. 527 Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its renumbering, it read as “(iii)”. 528 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

529[(vi)] a company 530[registered] under section 8 of the Companies Act, 2013 (18 of 2013) 531[including a company registered under section 25 of the repealed Companies Act, 1956]; 532[(vii)] any other entity as may be specified by the Board; (f) “Social 533[Impact Assessor]” means an individual registered with a selfregulatory organization under the Institute of Chartered Accountants of India or such other agency, as may be specified by the Board, who has qualified a certification program conducted by National Institute of Securities Market and holds a valid certificate; 534[(g) “Social Impact Assessment Organization” means any entity which has – (i) employed Social Impact Assessor(s) with a track record of minimum three years in conducting social impact assessment; or (ii) employed at least two full time Social Impact Assessors, each with a minimum experience of three years, in conducting social impact assessment, who shall sign the social impact assessment report;] (h) “Social Enterprise” means either a Not for Profit Organization or a For Profit Social Enterprise that meets the eligibility criteria specified in this Chapter; (i) “Social Stock Exchange” means a separate segment of a recognized stock exchange having nationwide trading terminals permitted to register Not for Profit Organizations and / or list the securities issued by Not for Profit Organizations in accordance with provisions of these regulations. Applicability of the Chapter. 292B The provisions of this Chapter shall apply to:
(a) a Not for Profit Organization seeking to only get registered with a Social Stock Exchange; (b) a Not for Profit Organization seeking to get registered and raise funds through a Social Stock Exchange; 529 Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its renumbering, it read as “(iv)”. 530 Substituted for the word “incorporated” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. 531 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. 532 Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its renumbering, it read as “(v)”. 533 Substituted for the word “Auditor” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023. 534 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to substitution, clause (g) read as follows, “(g)“Social Impact Assessment Firm” means any entity which has employed Social Impact Assessor(s) and has a track record of minimum three years for conducting social impact assessment;”

(c) a For Profit Social Enterprise seeking to be identified as a Social Enterprise under the provisions of this Chapter. Access to Social Stock Exchange. 292C A Social Stock Exchange shall be accessible 535[] to institutional investors 536[,] noninstitutional investors 537[and retail investors] 538[.] 539[] Social Stock Exchange Governing Council. 292D (1) Every Social Stock Exchange shall constitute a Social Stock Exchange Governing Council to have an oversight on its functioning. (2) The composition and terms of reference for such Governing Council shall be specified by the Board from time to time. Eligibility conditions for being identified as a Social Enterprise. 292E (1) For the purposes of these regulations, a Not for Profit Organization or a For Profit Social Enterprise, to be identified as a Social Enterprise, shall establish primacy of its social intent. (2) In order to establish the primacy of its social intent, such Social Enterprise shall meet the following eligibility criteria:- (a) the Social Enterprise shall 540[indulge] in at least one of the following activities:
(i) eradicating hunger, poverty, malnutrition and inequality; (ii) promoting health care including mental healthcare, sanitation and making available safe drinking water; (iii) promoting education, employability and livelihoods; (iv) promoting gender equality, empowerment of women and LGBTQIA+ communities; 535 The word “only” omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023. 536 Substituted for the word “and” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023. 537 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023. 538 Substituted for the symbol “:” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023. 539 Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023. Prior to the omission, the proviso read as under:
“Provided that the Board may permit other class(es) of investors, as it deems fit, for the purpose of accessing Social Stock Exchange.” 540 Substituted for the words “be indulged” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

(v) ensuring environmental sustainability, addressing climate change including mitigation and adaptation, forest and wildlife conservation; (vi) protection of national heritage, art and culture; (vii) training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports; (viii) supporting incubators of Social Enterprises; (ix) supporting other platforms that strengthen the non-profit ecosystem in fundraising and capacity building; (x) promoting livelihoods for rural and urban poor including enhancing income of small and marginal farmers and workers in the non-farm sector; (xi) slum area development, affordable housing and other interventions to build sustainable and resilient cities; (xii) disaster management, including relief, rehabilitation and reconstruction activities; (xiii) promotion of financial inclusion; (xiv) facilitating access to land and property assets for disadvantaged communities; (xv) bridging the digital divide in internet and mobile phone access, addressing issues of misinformation and data protection; (xvi) promoting welfare of migrants and displaced persons; 541[(xvii) the activity provided under Schedule VII of the Companies Act, 2013;] 542[(xviii)] any other area as identified by the Board or Government of India from time to time 543[(b) the Social Enterprise shall target underserved or less privileged population segments or regions recording lower performance in the development priorities of the Central or State Governments, or such other target segments as may be specified by the Board from time to time;] (c) the 544[For Profit] Social Enterprise shall have at least 67% of its activities, qualifying as eligible activities to the target population, to be established through one or more of the following:
(i) at least 67% of the immediately preceding 3-year average of revenues comes from providing eligible activities to members of the target population; 541 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. 542 Renumbered by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to its renumbering, it read as (xvii). 543 Substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. Prior to substitution, clause (b) read as follows, “(b) the Social Enterprise shall target underserved or less privileged population segments or regions recording lower performance in the development priorities of central or state governments;” 544 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

(ii) at least 67% of the immediately preceding 3-year average of expenditure has been incurred for providing eligible activities to members of the target population; (iii) members of the target population to whom the eligible activities have been provided constitute at least 67% of the immediately preceding 3-year average of the total customer base and/or total number of beneficiaries. (3) Corporate foundations, political or religious organizations or activities, professional or trade associations, infrastructure and housing companies, except affordable housing, shall not be eligible to be identified as a Social Enterprise. Requirements relating to registration for a Not for Profit Organization. 292F (1) A Not for Profit Organization shall mandatorily seek registration with a Social Stock Exchange before it raises funds through a Social Stock Exchange:
Provided that a Not for Profit Organization may 545[*] register on a Social Stock Exchange and not raise funds through it 546[for a maximum period of two years from the date of registration or such duration as may be specified by the Board]. 547[Provided further that upon expiry of the period of two years from the date of registration or such duration as may be specified by the Board, the Not for Profit Organization shall have at least one listed project for which funds have been raised through the Social Stock Exchange, failing which it shall cease to be registered.] (2) The minimum requirements for registration of a Not for Profit Organization on a Social Stock Exchange shall be specified by the Board from time to time. (3) The Social Stock Exchange may specify the eligibility requirements for registration of a Not for Profit Organization in addition to the minimum requirements specified by the Board. Fund raising by Social Enterprises. 292G A Social Enterprise may raise funds through following means:- (a) a Not for Profit Organization may raise funds on a Social Stock Exchange through:
545 Omitted the words “choose to” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. 546 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025. 547 Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2025 w.e.f. 09.09.2025.

(i) issuance of Zero Coupon Zero Principal Instruments to 548[eligible investors] in accordance with the applicable provisions of this Chapter; (ii) donations through Mutual Fund schemes as specified by the Board; (iii) any other means as specified by the Board from time to time. (b) A For Profit Social Enterprise may raise funds through:
(i) issuance of equity shares on the main board, SME platform or innovators growth platform or equity shares issued to an Alternative Investment Fund including a Social Impact Fund; (ii) issuance of debt securities; (iii) any other means as specified by the Board from time to time Explanation.—Securities issued by For Profit Social Enterprises shall be listed and traded under the applicable segment of the stock exchange with an identifier stating that the scrip is that of a For Profit Social Enterprise and such For Profit Social Enterprises shall meet the eligibility criteria for the main board, SME Platform or innovators growth platform, as applicable, in addition to the criteria provided in this Chapter. Ineligibility for raising of funds. 292H A Social Enterprise shall not be eligible to register or raise funds through a Social Stock Exchange or Stock Exchange, as the case may be:
(a) if the Social Enterprise, any of its promoters, promoter group or directors or selling shareholders or trustees are debarred from accessing the securities market by the Board; (b) if any of the promoters or directors or trustees of the Social Enterprise is a promoter or director of any other company or Social Enterprise which has been debarred from accessing the securities market by the Board; (c) if the Social Enterprise or any of its promoters or directors or trustees is a wilful defaulter or a fraudulent borrower; (d) if any of its promoters or directors or trustees is a fugitive economic offender; (e) if the Social Enterprise or any of its promoters or directors or trustees has been debarred from carrying out its activities or raising funds by the Ministry of Home Affairs or any other ministry of the Central Government or State Government or Charitable Commissioner or any other statutory body. Explanation.—The restrictions under clauses (a) and (b) above shall not apply to the persons or entities mentioned therein, who were debarred in the past by the Board and the period of debarment is already over as on the date of filing of application for registration with the Social Stock Exchange or filing of draft fund raising document or 548 Substituted for the words and symbol “institutional investors and/or non-institutional investors” by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023 w.e.f. 21.12.2023.

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

Lineage: In force

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