SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/55 May 24, 2024
To
Recognized Stock Exchanges
Registered Merchant Bankers
Association of Investment Bankers of India (AIBI)
Dear Sir / Madam,
Sub: Audiovisual (AV) presentation of disclosures made in Public Issue Offer
Documents
1. In order to create awareness among investors to not rely on unauthorized/unsolicited
information about public issues, a draft of this circular on the captioned subject was
placed on SEBI website for public comments on March 19, 2024.
2. Based on comments received from various stakeholders, it has been decided that
salient disclosures made in the Draft Red Herring Prospectus (DRHP), Red Herring
Prospects (RHP) and Price Band Advertisement for public issues shall also be made
available in Audio Visual format (AV) for ease in understanding the features of public
issues. Such AV shall be prepared and placed in the public domain for all main board
public issues. The same shall initially be in bilingual format i.e. English and Hindi. The
Hindi version shall contain text in Devanagari script.
3. The contents of the AV shall be as per the following guidelines –
3.1. AV to be in compliance with the provisions regarding “Public communications
and publicity materials” prescribed under Schedule IX of SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018.
3.2. It shall contain the following disclosure to investors –
“Investors are advised not to rely on any other document, content or information
provided in respect to the public issue on the internet/online websites/social
media platforms/micro-blogging platforms by finfluencers.
Investors are advised to rely only on the information contained in the Offer
document and Price Band Advertisement for making investment decision.”
Page 1 of 3
3.3. The duration of each bilingual version of the AV shall be approximately 10
minutes.
3.4. The total duration of the AV shall be equitably distributed to cover material
disclosures made under various sections of the DRHP and RHP viz. about the
company, risk factors, capital structure, objects of the offer, business of the
issuer, promoters, management, summary of financial information, litigations,
material developments and terms of the offer etc.
3.5. The content of the AV must be factual, non-repetitive, non-promotional and shall
not be misleading in any manner.
4. The AV shall be uploaded on the website of the Issuer and Association of Investment
Bankers of India (AIBI) within 5 working days of the filing of DRHP with SEBI. In case
of pre-filing of draft offer document under CHAPTER IIA of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, the AV shall be made available within
5 working days of filing Updated Draft Red Herring Prospectus -I, as defined under
Clause 59A of SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018.
5. The AV shall also be made available on digital/social media platforms of the Issuer
and AIBI. The web link of the said AV shall be made available on the websites of the
Stock Exchanges and the Lead Managers to the issue. The AV shall be made
accessible through QR code (as made available in offer related documents)
pertaining to the public issue.
6. The AV shall be updated with information disclosed in RHP/ Prospectus and price
band advertisement including details of the issue opening/closing date, price/ price-
band etc., and uploaded on the date of publication of the price band advertisement
or the date of filing of prospectus (in case of fixed price issues).
7. The Issuer and all Lead Managers to the public issue shall be responsible for the
content and information made available in the AV.
Applicability of this circular
8. The provisions of this circular shall be made applicable to all DRHP filed with SEBI-
i. On or after July 01, 2024 on Voluntary basis;
ii. October 01, 2024 onwards on Mandatory basis;
Page 2 of 3
9. This Circular is being issued in exercise of the powers conferred under Section 11
and Section 11A of the Securities and Exchange Board of India Act, 1992 to protect
the interests of investors in securities and to promote the development of, and to
regulate the securities market.
10. This circular is available on SEBI website at www.sebi.gov.in under the category:
‘Legal → Circulars’.
Yours faithfully,
E Balasubramanian
General Manager
Corporation Finance Department
Phone: +91-022-26449195
Email: ebala@sebi.gov.in
Page 3 of 3