MASTER CIRCULAR
HO/49/14/14(2)2026-CFD-POD2/I/4518/2026 Issued on: June 21, 2023
Last updated on: February 09, 2026
To
Registered Merchant Bankers
Recognized Stock Exchanges
Depositories and Registered Depository Participants
Registered Registrars to an Issue and Share Transfer agents
Registered Stock Brokers
Registered Credit Rating Agencies
Bankers to an Issue (Self-Certified Syndicate Banks)
Sponsor Banks
National Payments Corporation of India
All Listed Entities/ To be listed Entities
Dear Sir / Madam,
Subject: Master Circular for SEBI (Issue of Capital and Disclosure Requirements
Regulations) 2018
1. The Securities and Exchange Board of India (“SEBI” or “the Board”) has been, from
time to time, issuing various circulars/directions under the relevant provisions of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (hereinafter referred to as “ICDR Regulations”) (link).
2. In order to enable the users to have access to the provisions of the applicable circulars
at one place, a Master Circular for compliance with the provisions of the ICDR
Regulations was issued on June 21, 2023. Further, the Master Circular dated June 21,
2023 was updated and issued on November 11, 2024 by consolidating relevant circulars
issued till September 30, 2024.
3. The Master Circular dated November 11, 2024 is updated to include all relevant circulars
that were issued till December 31, 2025 and changes, wherever considered relevant, are
carried out to reflect the provisions which are currently in force.
4. With the issuance of this Master Circular, all directions/instructions contained in the
circulars listed out in the Appendix to this Master Circular shall stand rescinded to the
extent they relate to ICDR Regulations.
Page 1 of 144
5. Notwithstanding such rescission, -
(a) anything done or any action taken or purported to have been done or taken under
the rescinded circulars, prior to such rescission, shall be deemed to have been
done or taken under the corresponding provisions of this Master Circular;
(b) any application made to the Board under the rescinded circulars, prior to such
rescission, and pending before it shall be deemed to have been made under the
corresponding provisions of this Master Circular; and
(c) the previous operation of the rescinded circulars or anything duly done or suffered
thereunder, any right, privilege, obligation or liability acquired, accrued or incurred
under the rescinded circulars, any penalty, incurred in respect of any violation
committed against the rescinded circulars, or any investigation, legal proceeding
or remedy in respect of any such right, privilege, obligation, liability, penalty as
aforesaid, shall remain unaffected as if the rescinded circulars have never been
rescinded.
6. This Master Circular is issued in exercise of the powers conferred under sections 11(1)
of the Securities and Exchange Board of India Act, 1992 Securities and Exchange Board
of India Act, 1992 (link), to protect the interests of investors in securities and to promote
the development of, and to regulate, the securities market.
7. This Master Circular is available on SEBI website at www.sebi.gov.in in the path
“Home>Legal>Master Circulars”.
Yours faithfully,
Raj Kumar Das
Deputy General Manager
Division of Policy and Development
Corporation Finance Department
Phone + 91- 022-26449253
Email: rajkd@sebi.gov.in
Page 2 of 144
Table of Contents
List of Abbreviations ------------------------------------------------------------------------------------------ 5
Chapter 1: Non-compliance with certain provision of SEBI ICDR Regulations -------------------- 6
Chapter 2: Streamlining the process of Rights Issue ---------------------------------------------------- 8
Chapter 3: Disclosures in offer document ---------------------------------------------------------------- 10
Chapter 4: Online Filing System, Guidelines for returning of draft offer document and
resubmission and Audiovisual (AV) presentation of Disclosures ----------------------------------- 12
Chapter 5: Compensation to Retail Individual Investors (RIIs) in an IPO ------------------------- 15
Chapter 6: Guidelines on issuance of non-convertible debt instruments along with warrants
(‘NCDs with Warrants’) in terms of Chapter VI – Qualified Institutions Placement of SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018 ------------------------------- 17
Chapter 7: Framework for the process of recognition of investors for the purpose of
Innovators Growth Platform --------------------------------------------------------------------------------- 18
Chapter 8: Issue Summary Document (ISD) and dissemination of issue advertisements ---- 20
Chapter 9: Applications Supported by Blocked Amount (ASBA) Facility ------------------------- 22
Chapter 10: Use of Unified Payment Interface (UPI) in Public Issue ------------------------------ 30
Chapter 11: Timeline for listing of shares in Public Issue -------------------------------------------- 37
Chapter 12: Withdrawal of Master Circular on issuance of No Objection Certificate (NOC) for
release of 1% of Issue Amount ----------------------------------------------------------------------------- 39
Chapter 13: Industry Standards on Key Performance Indicators (“KPIs”) Disclosures in the
draft Offer Document and Offer Document -------------------------------------------------------------- 40
Chapter 14: Enabling T+2 trading of Bonus shares where T is the record date ---------------- 41
Chapter 15: Redemption of Indian Depository Receipts (IDRs) into Underlying Equity Shares
--------------------------------------------------------------------------------------------------------------------- 43
Chapter 16: Adjustment of differential pricing amount at the time of application for allotment
of specified securities ----------------------------------------------------------------------------------------- 45
Annexure I ------------------------------------------------------------------------------------------------------- 46
Annexure IA ----------------------------------------------------------------------------------------------------- 48
Annexure II ------------------------------------------------------------------------------------------------------ 51
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Annexure III ------------------------------------------------------------------------------------------------------ 59
Annexure IIIA ---------------------------------------------------------------------------------------------------- 60
Annexure IV ----------------------------------------------------------------------------------------------------- 63
Annexure V ------------------------------------------------------------------------------------------------------ 64
Annexure VI ----------------------------------------------------------------------------------------------------- 67
Annexure VII ---------------------------------------------------------------------------------------------------- 92
Annexure VIII ---------------------------------------------------------------------------------------------------- 94
Annexure IX ----------------------------------------------------------------------------------------------------- 96
Annexure X ------------------------------------------------------------------------------------------------------ 97
Annexure XI --------------------------------------------------------------------------------------------------- 102
Annexure XII -------------------------------------------------------------------------------------------------- 106
Annexure XIII -------------------------------------------------------------------------------------------------- 111
Annexure XIV ------------------------------------------------------------------------------------------------- 115
Annexure XV -------------------------------------------------------------------------------------------------- 117
Annexure XVI ------------------------------------------------------------------------------------------------- 124
Annexure XVII ------------------------------------------------------------------------------------------------ 129
Annexure XVIII ------------------------------------------------------------------------------------------------ 132
Annexure XIX ------------------------------------------------------------------------------------------------- 133
Annexure XX -------------------------------------------------------------------------------------------------- 134
Annexure XXI ------------------------------------------------------------------------------------------------- 136
Annexure XXII ------------------------------------------------------------------------------------------------ 137
Annexure XXIII ------------------------------------------------------------------------------------------------ 138
Appendix ------------------------------------------------------------------------------------------------------- 140
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List of Abbreviations
ASBA Application Supported By Blocked Amount
ADR American Depository Receipts
BOA Basis of Allotment
BRLM Book Running Lead Manager
BSE Bombay Stock Exchange
BTI Bankers to Issue
CB Controlling Branches
CUG Closed User Group
DB Designated Branches
DP Depository Participant
DRHP Draft Red Herring Prospectus
EBP Platform Electronic Book Provider Platform
FAQs Frequently Asked Questions
FCCB Foreign Currency Convertible Bonds
FIIs Foreign Institutional Investors
GDR Global Depository Receipts
QIB Qualified Institutional Buyer
ICDR Regulations Issue of Capital and Disclosure Requirements, Regulations
2018
IDR Indian Depository Receipt
IGP Innovators Growth Platform
IGPI Innovators Growth Platform Investors
IPO Initial Public Offer
IPEF Investor Protection and Education Fund
ISD Issue Summary Document
ISIN International Securities Identification Number
LODR Regulations Listing Obligations and Disclosure Requirements
2015 Regulations, 2015
KPIs Key Performance Indicators
MBs Merchant Bankers
NCD Non-Convertible Debentures
NCS Non-Convertible Securities
NPCI National Payment Corporation of India
NRIs Non-Resident Indians
NII Non-institutional Investors
NSE National Stock Exchange
OFS Offer For Sale
PAN Permanent Account Number
Res Right Entitlements
RHP Red Herring Prospectus
RII Retail Individual Investor
RTA Registrar and Transfer Agents
SCSB Self-Certified Syndicate Banks
SCORES SEBI Complaints Redress System
SOP Standard Operating Procedures
SSE Social Stock Exchange
T-Day Trading Day
UPI Unified Payments Interface
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Chapter 1: Non-compliance with certain provision of SEBI ICDR Regulations1
1. Regulation 297 and 298 of ICDR Regulations, inter-alia, specify liability of a listed
entity or any other person for contravention and actions which can be taken by the
respective stock exchange, the revocation of such actions and consequences for
failure to pay fine in the manner specified by SEBI.
2. In pursuance of the above, for non-compliance with certain provisions of the ICDR
Regulations, stock exchanges shall impose fines on the listed entities, as under:
S. No. Violation Regulation Fine
/ Schedule
1. Delay in completion of a bonus issue: 295 (1) ₹20,000 per day
of non-
(i) Within 15 days from the date of approval of
compliance till
the issue by its board of directors – in cases
the date of
where shareholders’ approval for
compliance.
capitalization of profits or reserves for
making the bonus issue is not required.
(ii) Within 2 months from the date of the meeting
of its board of directors wherein the decision
to announce bonus issue was taken subject
to shareholders’ approval – in cases where
issuer is required to seek shareholders’
approval for capitalization of profits or
reserves for making the bonus issue.
2. Listed entities not completing the conversion of 162 Same as above.
convertible securities and allotting the shares,
within 18 months from the date of allotment of
convertible securities.
3. As per Schedule XIX - Para (2) of ICDR Schedule Same as above.
Regulations under heading Application for listing, XIX –
it is stated that: “The issuer shall make an Listing of
application for listing, from the date of allotment, Securities
within such period as may be specified by the on Stock
Board from time to time, to one or more Exchanges.
recognized stock exchange(s)”.
In regard to above, it is specified that Issuer shall
make an application to the exchange/s for listing
in case of further issue of equity shares from the
date of allotment within 20 days (unless
otherwise specified).
1 SEBI/HO/CFD/DIL2/CIR/P/2019/94 August 19, 2019 and SEBI/HO/CFD/DIL1/P/CIR/2021/0660 November
23, 2021
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S. No. Violation Regulation Fine
/ Schedule
4. Listed entities shall make an application for - Same as above.
trading approval to the stock exchange/s within 7
working days from the date of grant of listing
approval by the stock exchange/s.
Credit of Fine:
3. The amount of fine realized as per the above structure shall continue to be credited to
the “Investor Protection Fund” of the concerned stock exchange.
4. The recognized stock exchange shall disseminate on their website the names of
noncompliant listed entities that are liable to pay fine for non-compliance, the amount
of fine imposed, details of fines received, etc.
5. The recognized stock exchange shall issue notices to the non-compliant listed entities
to ensure compliance and collect fine as per para 2 within 15 days from the date of
such notice.
6. If any non-compliant listed entity fails to pay the fine, the recognized stock exchange
may initiate appropriate enforcement action, including prosecution in furtherance of
Regulation 298 of ICDR Regulations.
Bonus Issue Delays:
7. With respect to bonus issue delays, it is clarified that:
7.1 The approvals for the listing and trading of promoters’ bonus shares may be
granted by the Stock Exchange, only after payment of the requisite fine by the
listed entity.
However, the approvals for the listing and trading of bonus shares allotted to
persons other than the promoter(s) may be granted in the interest of the
investors, subject to compliance with other requirements.
8. The Stock Exchanges may deviate from the abovementioned provisions, wherever
the interest of the investors is not adversely affected, if found necessary, only after
recording reasons in writing.
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Chapter 2: Streamlining the process of Rights Issue2
1. Following are applicable for the Rights Issue process:
1.1. The period for advance notice to stock exchange(s) under Regulation 42(2) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“LODR Regulations 2015”) shall be at least 3
working days (excluding the date of intimation and the record date).
1.2. Issuance of newspaper advertisement disclosing date of completion of dispatch and
intimation of same to the stock exchanges for dissemination on their websites, as
per Regulation 84 (1) of the ICDR Regulations, shall be completed by the issuer at
least 2 days before the date of opening of the issue.
1.3. [In terms of Regulation 85 of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, Rights Issues shall be completed within 23 working days from
the date of Board of Directors of the Issuer approving the Rights Issue.
1.4. The revised timelines for completion of the various activities involved in Rights Issue
process from the date of Board of Directors of the Issuer approving the Rights Issue
till the date of closure of Rights Issue are placed at [Annexure- I]3
1.5. If the Issuer is making a Rights Issue of convertible debt instruments, wherein
shareholders’ approval is required, then the timelines for Rights Issue would be
adjusted accordingly owing to shareholders’ approval as mentioned in Annexure-I
1.6. In terms of Regulation 87 of SEBI ICDR Regulations and in view of the revised
timelines, it is being specified that Rights Issue shall be kept open for subscription
for a minimum period of seven days and for a maximum period of thirty days.
1.7. System for Validation of Bids
1.7.1. Validation of application bids received for subscribing to the shares in Rights
Issue and finalization of basis of allotment shall also be carried out by the Stock
Exchanges and Depositories along with the Registrar to the issue.]
1.8. With respect to dematerialized Rights Entitlements (REs) –
1.8.1. In the letter of offer [***]4, the issuer shall disclose the process of credit of REs in
the demat account and renunciation thereof.
1.8.2. The REs with a separate ISIN shall be credited to the demat account of eligible
shareholders in dematerialized form before the date of opening of the issue,
against the shares held by them as on the record date.
2 SEBI/HO/CFD/DIL2/CIR/P/2020/13 January 22, 2020 and SEBI/HO/CFD/SSEP/CIR/P/2022/66 May 19,
2022
3 Inserted vide SEBI Circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025
4 Omitted vide SEBI Circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025. Before
omission it read as “and the abridged letter of offer”
Page 8 of 144
1.8.3. Physical shareholders shall be required to provide their demat account details to
Issuer / Registrar to the Issue for credit of REs not later than two working days
prior to the issue closing date, such that credit of REs in their demat account
takes place at least 1 day before the issue closing date.
1.9. Trading of dematerialized REs on stock exchange platform –
1.9.1. REs shall be traded on secondary market platform of stock exchanges, with T+1
rolling settlement, similar to the equity shares. Trading in REs on the secondary
market platform of stock exchanges shall commence along with the opening of
the issue and shall be closed at least three working days prior to the closure of
the rights issue.
1.9.2. Investors holding REs in dematerialized mode shall be able to renounce their
entitlements by trading on stock exchange platform or off-market transfer. Such
trades will be settled by transferring dematerialized REs through depository
mechanism, in the same manner as done for all other types of securities.
1.9.3. Payment mode - Application for a rights issue shall be made only through ASBA
facility.
1.9.4. No withdrawal of application by any shareholder shall be permitted after the issue
closing date.
The detailed procedures on the Rights Issue process are given at Annexure-IA
for due compliance.
Page 9 of 144
Chapter 3: Disclosures in offer document5
1. Disclosures in the abridged prospectus and front cover page of the offer
document-
1.1. Disclosures in the Abridged Prospectus
1.1.1. In terms of Regulation 34(1) of the ICDR Regulations, abridged prospectus shall
contain the disclosures as specified in Annexure I of Part E of Schedule VI of
the said regulations.
1.1.2. In order to further simplify, provide greater clarity and consistency in the
disclosures across various documents and to provide additional but critical
information in the abridged prospectus, the format for disclosures in the
abridged prospectus has been revised and is placed at Annexure II.
1.2. Disclosures in the front cover page of the offer document
1.2.1. Clause 1(a) of Part A - Schedule VI of the ICDR Regulations specifies
information to be disclosed on the front outside cover page of offer document.
1.2.2. With regard to above, a format for disclosure on front outside cover page shall
be as per the format placed at Annexure III.
1.3. General Instructions
1.3.1. While the disclosures in the abridged prospectus shall be as per Annexure II of
this Master Circular instead of Annexure I of Part E of Schedule VI of the ICDR
Regulations, the disclosure on front outside cover page shall be as per
Annexure III of this Master Circular.
1.3.2. A copy of the abridged prospectus shall be made available on the website of
issuer company, lead managers, registrar to an issuers and a link for
downloading abridged prospectus shall be provided in price band
advertisement.
1.3.3. The Issuer Company / Merchant Bankers (MBs) shall ensure that the
disclosures in the abridged prospectus are adequate, accurate and does not
contain any misleading or misstatement.
1.3.4. Furthermore, the Issuer Company/MBs shall ensure that the qualitative
statements in the abridged prospectus shall be substantiated with Key
Performance Indicators (KPIs) and other quantitative factors. Also, no
qualitative statement shall be made which cannot be substantiated with KPIs.
1.3.5. Further, the issuer company/ MBs shall insert a Quick Response (QR) code on
the front page of the documents such as front outside cover page, abridged
prospectus, price band advertisement, etc. as deemed fit by them. The scan of
5 SEBI/HO/CFD/SSEP/CIR/P/2022/14 February 04, 2022
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QR code shall lead to downloading of prospectus, abridged prospectus and
price band advertisement as applicable.
Page 11 of 144
Chapter 4: Online Filing System, Guidelines for returning of draft offer document and
resubmission and Audiovisual (AV) presentation of Disclosures
1. Online Filing System for Offer Documents, Schemes of Arrangement,
Takeovers and Buy backs6
1.1 SEBI had introduced an online system for filings related to public issues, rights
issues, institutional placement programme, schemes of arrangement, takeovers and
buy backs.
1.2 All Merchant Bankers that are required to file the offer documents and related
documents in physical form with SEBI shall simultaneously file the same online
through SEBI Intermediary Portal at https://siportal.sebi.gov.in.
1.3 Recognized stock exchanges filing the draft scheme of arrangement and related
documents in physical form with SEBI under the provisions of LODR Regulations
2015 shall simultaneously file the same online through SEBI Intermediary Portal at
https://siportal.sebi.gov.in.
1.4 Link for SEBI Intermediary Portal is also available on SEBI website -
www.sebi.gov.in. In case of any queries and clarifications, users may refer to the
manual provided in the portal or contact the Portal Helpline at +9122-26449364 or
email at portalhelp@sebi.gov.in.
1.5 [For rights issues the issuer shall file the letter of offer with SEBI through email at
cfddil@sebi.gov.in and the payment of filing fees shall be made online through
payment link provided on SEBI website under the fees category “Filing Fees”.]7
2. Guidelines for returning of draft offer document and its resubmission8
2.1 In order to ensure completeness of the offer document for investors and provide
greater clarity & consistency in the disclosures and for timely processing, it was
decided to issue ‘Guidelines for returning of draft offer document and its
resubmission’.
2.2 Accordingly, the draft offer document shall be scrutinized based on the broad
guidelines and such documents which are not compliant with the instructions
provided under Schedule VI of ICDR Regulations and guidelines provided
hereunder, shall be returned to the issuer.
2.3 Broad guidelines for returning of draft offer document and its resubmission are
placed at Annexure IIIA of this master circular.
6 SEBI/HO/CFD/DIL1/CIR/P/2018/011 January 19, 2018
7 Inserted vide SEBI Circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025
8 SEBI/HO/CFD/PoD-1/P/CIR/2024/009 February 06, 2024
Page 12 of 144
2.4 In order to enhance ease of doing business for issuers, where draft offer document
is returned in terms of these guidelines, there shall be no requirement for payment
of any fees on account of resubmission of draft offer document.
3. Audiovisual (AV) presentation of disclosures made in Public Issue Offer
Documents9
3.1 In order to create awareness among investors to not rely on unauthorized /
unsolicited information about public issues, it was 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.
3.2 The contents of the AV shall be as per the following guidelines –
3.2.1 AV to be in compliance with the provisions regarding “Public communications
and publicity materials” prescribed under Schedule IX of ICDR Regulations.
3.2.2 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/ 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.”
3.2.3 The duration of each bilingual version of the AV shall be approximately 10
minutes.
3.2.4 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.
3.2.5 The content of the AV must be factual, non-repetitive, non-promotional and shall
not be misleading in any manner.
3.3 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
9 SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/55 dated May 24, 2024
Page 13 of 144
SEBI. In case of pre-filing of draft offer document under Chapter IIA of ICDR
Regulations, the AV shall be made available within 5 working days of filing Updated
Draft Red Herring Prospectus - I, as defined under regulation 59A of ICDR
Regulations.
3.4 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.
3.5 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).
3.6 The Issuer and all Lead Managers to the public issue shall be responsible for the
content and information made available in the AV.
3.7 The above provisions with respect to AV presentation shall be applicable on
voluntary basis to all DRHP filed with SEBI till September 30, 2024 and on
mandatory basis to all DRHP filed with SEBI from October 01, 2024 onwards.
Page 14 of 144
Chapter 5: Compensation to Retail Individual Investors (RIIs) in an IPO 10
1. Applications Supported by Block Amount (ASBA) has resulted in almost complete
elimination of complaints pertaining to refunds, there have been instances where the
applicants in an Initial Public Offering have failed to get allotment of specified
securities and in the process may have suffered an opportunity loss due to the
following factors:
1.1. Failure on part of the Self Certified Syndicate Banks (SCSB) to make bids in the
concerned Exchange system even after the amount has been blocked in the
investors’ bank account with such SCSB.
1.2. Failure on part of the SCSB to process the ASBA applications even when they
have been submitted within time.
1.3. Any other failures on part of an SCSB which has resulted in the rejection of the
application form.
2. In order to have a uniform policy for calculation of minimum compensation payable to
investors in scenarios as mentioned above in Para 1 a), b) and c), the following
factors have been taken into account:
2.1. the opportunity loss suffered by the investor due to non-allotment of shares;
2.2. the number of times the issue was oversubscribed in the relevant category;
2.3. the probability of allotment; and
2.4. the listing gains if any on the day of listing.
3. The following formula is mandated for calculation of minimum fair compensation:
Compensation = (Listing price* - Issue Price) X No. of shares that would have been
allotted if bid was successful X Probability of allotment of shares
determined on the basis of allotment
*Listing price shall be taken as the highest of the opening prices on the day of listing
across the recognized stock Exchanges.
The formula is explained with the help of an example in the Annexure IV to this
circular.
4. In case of issues which are subscribed between 90-100%, i.e. non oversubscribed
issues, the applicants would be compensated for all the shares which they would
have been allotted.
5. No compensation would be payable to the applicant in case the listing price is below
the issue price.
10 SEBI/HO/CFD/DIL2/CIR/P/2018/22 February 15, 2018
Page 15 of 144
6. RTAs shall share the basis of allotment file, if sought by SCSB, so that the SCSB
shall have access to the allotment ratio for the purpose of arriving at the
compensation.
7. Any applicant whose application has not been considered for allotment, due to failure
on the part of the SCSB, shall have the option to seek redressal of the same within
three months of the listing date with the concerned SCSB. On receipt of such
application/s, the SCSB would be required to resolve the same within 15 days, failing
which it would have to pay interest at the rate of 15% per annum for any delay beyond
the said period of 15 days.
8. In case the SCSB fail to redress such grievances within the stipulated time,
additionally SEBI may initiate action as deemed fit.
9. The SCSB are required to submit the half yearly report to SEBI as per below format:
Half Yearly Report w.r.t No. of complaints received for compensation under ASBA
S. Opening No. of No. of complaints resolved Closing
No balance complaints balance
received No. where No. where No. where
compensation compensation compensati
was paid was paid with on was not
without interest required to
interest be paid
Page 16 of 144
Chapter 6: Guidelines on issuance of non-convertible debt instruments along with
warrants (‘NCDs with Warrants’) in terms of Chapter VI – Qualified Institutions
Placement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 201811
1. In order to streamline procedure of issuance and applicability of Electronic Book Provider
Platform (EBP Platform) mechanism on the ‘NCDs portion’ the following was decided
and made applicable for issues wherein the size of NCDs portion is above threshold
prescribed under the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2021 (“NCS Regulations 2021”) and Circulars
issued there under:
1.1. EBP platform mechanism shall be mandatory for ‘NCDs portion’ of the issue (for both
stapled and segregated offer) and issuer shall be required to comply with the NCS
Regulations 2021, and Circulars issued there under.
1.2. ‘Warrants portion’ of the issue shall be in terms of Chapter VI on Qualified Institutions
Placement under the ICDR Regulations 2018.
1.3. Of the ‘total issue size’ of the issue, at least 40% size shall consist of ‘Warrants
portion’. It may be noted that ‘total issue size’ shall mean combined size of NCDs
issue and the aggregate size of the warrants portion, including the conversion price of
warrants.
2. The segregated offer of NCDs and stapled offer, both are exempted from the
requirements as prescribed under the Regulations 175(3), 179(2)(a), 180(1) and 180(2)
of the ICDR Regulations.
11 SEBI/HO/CFD/DIL/CIR/P/2021/614 Aug 13, 2021.
Page 17 of 144
Chapter 7: Framework for the process of recognition of investors for the purpose of
Innovators Growth Platform12
1. Innovators Growth Platform Investors (“IGPIs”) for the limited purpose of Innovators
Growth Platform (“IGP”), are investors whose holding in the Issuer Company, is eligible
for the computation of at least 25% of the pre-issue capital in accordance with Regulation
283(1) of the ICDR Regulations.
2. Accordingly, the framework for the process of recognition of investors as IGPI is detailed
below:
A. Eligibility
The following entities shall be eligible to be considered as IGPIs:
i. An individual with total gross income of ₹50 lakhs annually and who has minimum
liquid net worth of ₹5 crores; or
ii. A body corporate with net worth of ₹25 crores
B. Procedure for Recognition
i. Responsibility of Stock Exchanges/Depositories
The investor, having a demat account with a Depository, will make an application to
the Stock Exchanges/Depositories in the manner prescribed by them for recognition
as an IGPI. The Stock Exchanges /Depositories may use the services of
Brokers/Depository participants respectively for such purpose. However, Stock
Exchanges/Depositories shall be responsible for verification and maintenance of the
IGPI data.
ii. Documentation
Detailed Documentation required for recognition is provided at Annexure V of this
master Circular.
3. Validity of Recognition
The recognition granted by the Stock Exchange/Depository shall be valid for a period of
three years from the date of issue of such accreditation unless the IGPI becomes
ineligible due to change in his/her/its financial status in which case such IGPI shall inform
the Stock Exchange/Depository of such ineligibility.
4. Responsibility of Merchant Bankers at the time of listing on IGP with regard to IGPIs
At the time of application by a Company for listing on IGP, the merchant bankers shall
ensure due diligence with regard to eligibility of IGPIs and that their holding in the
Company desirous of listing on IGP is in accordance with the Regulation 283(1) of the
ICDR Regulations 2018.
12SEBI/HO/CFD/DIL2/CIR/P/2019/67 May 22, 2019
Page 18 of 144
5. Stock Exchanges/Depositories are advised to make necessary amendments to the
relevant bye-laws, rules and regulations.
Page 19 of 144
Chapter 8: Issue Summary Document (ISD) and dissemination of issue
advertisements13
1. In order to facilitate consumption of data by stakeholders such as researchers, policy
makers, market analysts, and market participants, in respect of public issues, further
issues, buyback, offers under SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 (“SEBI SAST Regulations”) and SEBI (Delisting of Equity Shares)
Regulations, 2021 (“SEBI Delisting Regulations”), etc., it was decided to make
available relevant information / data points at the Stock Exchanges and Depositories in a
structured manner.
2. Accordingly, after consultation with the stakeholders, an Issue Summary Document
(ISD) was designed. It was decided to introduce the ISD for the following, in XBRL
(Extensible Business Reporting Language) format:
2.1 public issue of specified securities (initial public offer / further public offer);
2.2 further issues {preferential issue, qualified institutions placement (QIP), rights issue,
issue of American Depository Receipts (ADR), Global Depository Receipts (GDR) and
Foreign Currency Convertible Bonds (FCCBs)};
2.3 buy-back of equity shares (through tender offer or from the open market);
2.4 open offer under SEBI SAST Regulations;
2.5 voluntary delisting of equity shares where exit opportunity is required under SEBI
Delisting Regulations.
3. ISD shall be filed in two stages:
3.1 In the first stage, ISD will be filed containing pre-issue / offer fields.
3.2 In the second stage, ISD will be filed containing post-issue / offer fields after
allotment/offer is completed / as applicable for respective ISD.
4. The formats for ISD are placed as Table I to Table X in Annexure VI:
4.1 Table I: ISD for public issue of specified securities
4.2 Table II: ISD for preferential issue of specified securities
4.3 Table III: ISD for qualified institutions placement
4.4 Table IV: ISD for rights issue of specified securities
4.5 Table V: ISD for issue of American Depository Receipts (ADRs) / Global Depository
Receipts (GDRs)
4.6 Table VI: ISD for issue of Foreign Currency Convertible Bonds (FCCBs)
4.7 Table VII: ISD for buy-back of equity shares through tender offer
4.8 Table VIII: ISD for buy-back of equity shares from the open market
13 SEBI/HO/CFD/PoD-1/P/CIR/2023/29 February 15, 2023
Page 20 of 144
4.9 Table IX: ISD for open offer under SEBI SAST Regulations
4.10 Table X: ISD for voluntary delisting of equity shares where exit opportunity is
required.
5. The prescribed formats also provide timeline for submission of the details and also
casts responsibility on the entity responsible for the submission (hereinafter referred to
as “Submitting Entity”).
6. Stock Exchanges shall develop a utility in order to facilitate the filing of the ISD by
Submitting Entity. The Submitting Entity may file the details, as applicable in the format
mentioned at para 4 above, to any stock exchange where the securities of the entity, in
relation to which the ISD is being filed, are listed / proposed to be listed.
7. The Stock Exchange which receives the ISD shall further transmit, as soon as possible,
the information to other Stock Exchanges and Depositories for dissemination.
8. Dissemination on the websites of Stock Exchanges and Depositories:
8.1 ISD should be disseminated through websites of the Recognised Stock Exchanges
(where the entity is listed / is proposed to be listed) and the Depositories.
8.2 All entities involved in the process are advised to take necessary steps to ensure
compliance in this regard.
9. Implementation in phases:
9.1 In the first phase, the roll-out took place of ISD for public issues of specified
securities, for offer documents filed on or after March 01, 2023.
9.2 In the second phase, ISD for further issues was implemented from April 03, 2023.
9.3 In the third phase, ISD for open offer, buy-back and voluntary delisting shall be
implemented from May 02, 2023.
10. Further, Lead Managers are required to disseminate all advertisements in connection
with a public issue under ICDR Regulations 2018 in pdf format on the website of the
stock exchange(s) from March 01, 2023.
11. The recognized Stock Exchanges and the Depositories are directed to:
11.1. bring the provisions of this chapter to the notice of all registered merchant bankers,
listed entities and issuers and also disseminate the same on their websites; and
11.2. communicate to SEBI, the status of implementation of the provisions of this
chapter within 7 days of implementation and in their Monthly Developments
Reports.
Page 21 of 144
Chapter 9: Applications Supported by Blocked Amount (ASBA) Facility
SEBI, in its continuing endeavor to provide an efficient mechanism for raising funds, has
been continuously striving to streamline the process and methodologies associated with
public issue and rights issue fund raising process. Towards this end, SEBI introduced
Application Supported by Blocked Amount (ASBA) facility on September 01, 200814.
1. Definition of ASBA15: ASBA means ‘Application Supported by Blocked Amount’ as
defined in clause (d) of sub‐regulation (1) of regulation 2 of the ICDR Regulations 2018
i.e.
“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”
2. Applicability of ASBA16: ASBA process is applicable in case of both Public Issue and
Rights Issue. All investors (Retail, QIBs, NIIs etc.) / shareholders are eligible to apply
through ASBA. All the investors / shareholders making application in public issue / rights
issue shall use ASBA facility for making payment i.e. mention their bank account number
and authorise the bank to make payment in case of allotment by signing the application
forms, thus obviating the need of writing the cheques. In this regard, disclosures shall be
made in the offer document such as in issue procedure section as part of payment
instructions.
3. SCSBs in ASBA17
3.1. Definition: SCSB has the same meaning as given to it in clause (aaa) of sub-
regulation (1) of regulation 2 of the ICDR Regulations 2018, i.e.
“Self-certified syndicate bank” means a banker to an issue registered with the Board,
which offers the facility of ASBA”
3.2. Eligibility for SCSBs: Banks who are registered with SEBI as Bankers to an Issue
in terms of Securities and Exchange Board of India (Bankers to an Issue)
Regulations, 1994 and are desirous of participating as Self Certificate Syndicate
Bank (SCSB) in ASBA are advised to –
14 SEBI Circular no. SEBI/CFD/MB/IS/3/2008/29/08 dated August 29, 2008; SEBI Circular no.
SEBI/CFD/DIL/DIP/31/2008/30/7 dated July 30, 2008
15 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
16 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no.
SEBI/CFD/DIL/2/2010 April 6, 2010; SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015
17 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no.
CIR/CFD/DIL/12/2012 dated September 13, 2012; SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 02,
2013
Page 22 of 144
3.2.1. undertake the necessary modifications in their system as per the instructions
of the Stock Exchanges providing electronic interface for ASBA,
3.2.2. complete the mock trial run of their systems with such Stock Exchanges as
well as with specified Registrars, and
3.2.3. certify to SEBI about their readiness to implement ASBA as per the format in
Annexure VII18.
3.3. SCSBs are advised to ensure that for ASBA application, the SCSBs shall block the
application amount only against / in a funded deposit account and ensure that clear
demarcated funds are available for ASBA applications.19
3.4. SCSBs are also advised to ensure that for making application by banks on own
account using ASBA facility, SCSBs should have a separate account in own name
with any other SEBI registered SCSBs. Such account shall be used solely for the
purpose of making application in public issues and clear demarcated funds should be
available in such account for ASBA applications.20
3.5. An SCSB shall identify its Designated Branches (DBs) at which an investor shall
submit ASBA and shall also identify the Controlling Branch (CB) which shall act as a
coordinating branch for the Registrar to the Issue, Stock Exchanges and Merchant
Bankers. The SCSB, its DBs and CB shall continue to act as such, for all public and
rights issues to which ASBA facility is applicable. The SCSB shall communicate the
following details to Stock Exchanges for making it available on their respective
websites. These details shall also be made available by the SCSB on its website:21
3.5.1. Name and address of the SCSB;
3.5.2. Addresses of DBs and CB and other details such as telephone number, fax
number and email ids;
3.5.3. Name and contact details of a nodal officer at a senior level from the
CB.
3.6. SEBI displays the names and other relevant details of SCSBs which will be
authorized to accept the applications under ASBA on the website: www.sebi.gov.in.22
3.7. On inclusion in the list of SCSBs, a bank shall commence its activities as a SCSB for
ASBA. It shall then be deemed to have entered into an agreement with the issuer
and shall be required to offer the ASBA facility to all its account holders for all issues
to which ASBA facility is applicable. By virtue of the said deemed agreement issuer,
18 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
19 SEBI Circular no. CIR/CFD/DIL/12/2012 dated September 13, 2012
20 SEBI Circular no. CIR/CFD/DIL/12/2012 dated September 13, 2012; SEBI Circular no.
CIR/CFD/DIL/1/2013 dated January 02, 2013
21 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
22 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
Page 23 of 144
shall be deemed to have agreed to pay the commissions to SCSBs, within a
reasonable time.23
4. Entities Eligible for Accepting ASBA Application24:
4.1. The following entities shall accept a completed Application-Cum-Bid form from
investors intending to subscribe to a Public Issue:25
4.1.1. an SCSB, with whom the bank account to be blocked, is maintained,
4.1.2. a syndicate member (or sub-syndicate member),
4.1.3. a stock broker registered with a recognised stock exchange (and whose name
is maintained on the website of the stock exchange as eligible for this activity)
(‘broker’). The details of submission of ASBA through a stock broker are
specified at Annexures VIII26.
4.1.4. a depository participant (‘DP’) (whose name is mentioned on the website of
the stock exchange as eligible for this activity),
4.1.5. a register to an issue and share transfer agent (‘RTA’) (whose name is
mentioned on the website of the stock exchange as eligible for this activity);
4.2. Retails investors submitting application with any of the entities at 4.1.2 to 4.1.5 above
(hereinafter referred as ‘Intermediaries’), have to use UPI and shall also mention
their UPI ID in the Application-cum-bid form.27
4.3. The RTAs and DPs shall provide their contact details, where the application forms
shall be collected by them, to the recognized stock exchange as per the format
specified at Annexure IX and the same shall be disclosed by the stock exchanges
on their websites. RTAs and DPs shall regularly update the said details by furnishing
current information to the Stock Exchanges which shall be disclosed by the Stock
Exchanges.28
4.4. To facilitate Intermediaries to accept ASBA forms from investors, all the SCSBs,
having a branch in the location of broker centers of Stock Exchanges, are required to
name at least one branch where Intermediaries can submit the ASBA forms. The
Stock Exchanges shall ensure that the details of the locations of their broker centers
are disclosed on their websites and regularly updated.29
23 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
24 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no.
CIR/CFD/DIL/8/2010 dated October 12, 2010; SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012;
SEBI Circular no. CIR/CFD/DIL/4/2013 dated January 23, 2013; SEBI Circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
25 SEBI Circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 ( See indicative timeline
table)
26 SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012
27 SEBI Circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019
28 SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
29 SEBI Circular no. CIR/CFD/DIL/4/2013 dated January 23, 2013
Page 24 of 144
5. ASBA Process in Public Issue and Rights Issue30
5.1. In Public Issue: An investor shall submit an ASBA physically or electronically to the
SCSB (with whom the bank account to be blocked is maintained) or intermediaries
mentioned above. The ASBA application in Public Issues shall be processed only
after the application monies are blocked in the investor’s account.31
5.2. Processing of Applications by Intermediaries: Intermediaries accepting the
application forms shall be responsible for uploading the bid along with other relevant
details in application forms on the electronic bidding system of Stock Exchanges and
submitting the form, wherever applicable, to SCSBs for blocking of funds (except in
case of SCSBs, where blocking of funds will be done by respective SCSBs only). All
applications shall be stamped and thereby acknowledged by the intermediary/SCSBs
at the time of receipt.32
5.3. Processing of Applications by SCSBs: In case an ASBA application is directly
submitted to SCSBs then SCSBs shall block the application money in the bank
account specified in the ASBA, on the basis of an authorisation to this effect given by
the account holder in the ASBA. The application money shall remain blocked in the
bank account till finalisation of the basis of allotment of the issue or till withdrawal/
failure of the issue or till withdrawal / rejection of the application, as the case may be.
The application data shall thereafter be uploaded by the SCSBs in the electronic
bidding system through a web-enabled interface provided by the Stock Exchanges.33
5.4. Stock Exchange(s) may validate the electronic bid details with depository’s records
for DP ID, Client ID and PAN, at periodic intervals throughout the bidding day during
the bidding period and bring the inconsistencies to the notice of intermediaries
concerned, for rectification and re-submission within the time specified by Stock
Exchange.34
5.5. Once the basis of allotment is finalized, the Registrar to the Issue shall send an
appropriate request to the CB of SCSB for unblocking the relevant bank accounts
and for transferring the requisite amount to the issuer’s account designated for this
purpose. In case of withdrawal/ failure of the issue, the amount shall be unblocked by
30SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular No.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015; SEBI Circular no. SEBI/HO/CFD/CIR/P/2016/26
dated January 21, 2016; SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022
31 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009; SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022
32 SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
33 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
34 SEBI Circular no. SEBI/HO/CFD/CIR/P/2016/26 dated January 21, 2016
Page 25 of 144
the SCSB on receipt of information from the pre‐issue merchant bankers through the
concerned Registrar to the Issue.35
5.6. In Rights Issue: ASBA facility in rights issue enables an investor / shareholder to
apply through ASBA mode. ASBA process from the time of submission of application
by the applicants till transfer of shares in the depository account of the investors, as
specified for public issues, shall be followed in the case of rights issues also to the
extent relevant for rights issue. The role and responsibilities of SCSBs, Stock
Exchanges and RTAs [**]36 for public issues, shall be applicable mutatis mutandis to
rights issue also.
6. Application-cum-Bidding Form and Manner of Disclosure37
6.1. There shall be a single standardized Application-Cum-Bidding-Form for investors.
The full text of data fields required in Application-Cum-Bidding-Form is given at
Annexure X38 and an illustrative format for Application-Cum-Bidding-Form is given at
Annexure XI39. A gist of major changes is given below:40
6.1.1. the placement of the data fields has been done keeping in mind the ease of
reference to investors/intermediaries for identification of name of the issue.
6.1.2. company specific information is now included in abridged prospectus.
6.1.3. information / instruction(s) which are required to fill the form have been placed
overleaf of the Application Form. Remaining information / instruction(s) which
are generic in nature have been incorporated in General Information
Document
6.1.4. the pre-printing of prefix number in the Application Form has been done away
with to reduce errors caused in data entry. All forms shall henceforth carry
eight digit application numbers which shall be serially numbered. Serial
number may be system generated or stamped with automatic numbering
machine and the forms should be date and time stamped at the bidding
centers. In order to ensure correct categorization of bids, special series shall
be used for employees (where employee reservation is applicable).
35SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
36 Omitted vide SEBI Circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025. Before
omission it read as “SCSBs, Stock Exchanges, RTAs and Merchant Bankers”
37 SEB Circular no. CIR/CFD/DIL/1/2016 dated January 01, 2016; SEBI Circular no. CIR/CFD/DIL/4/2011
dated September 27, 2011; SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012; SEBI Circular no.
CIR/CFD/DIL/7/2010 dated July 13, 2010
38 SEB Circular no. CIR/CFD/DIL/1/2016 dated January 01, 2016
39 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018.
40 SEBI Circular no. CIR/CFD/DIL/4/2011 dated September 27, 2011
Page 26 of 144
6.1.5. new data fields viz. discount, net price etc. have been introduced to help
investors to pay the correct amount along with the Application-cum-Bid-Form
in issues where discount is offered.
6.1.6. signature of only the first bidder would be required. First bidder would be
deemed to have signed on behalf of joint holders and would give requisite
confirmation(s) to that effect.41
6.2. Stock Exchanges shall provide for download of application forms on their
website/Broker terminals so that any investor or stock broker can download/print the
form directly.42
6.3. Application-Cum-Bidding-Forms shall be available for download and printing from
websites of the Stock Exchanges which provide electronic interface for ASBA facility.
The ASBA forms so downloaded shall have a unique application number and can be
used for making ASBA applications in public issues.43
6.4. In order that Stock Exchanges fill up essential details of an issue, the Merchant
Banker to the issue shall ensure that the following details are provided to the Stock
Exchanges at least two days before opening of the public issue:44
6.4.1. Company Name
6.4.2. Type of issue
6.4.3. Issue opening date
6.4.4. Issue closing date
6.4.5. Price/ price band
6.4.6. Bid lot
6.4.7. Other relevant details
6.4.8. Soft copy of prospectus / abridged prospectus
6.5. The Stock Exchanges shall ensure the following:45
6.5.1. The details furnished by the Merchant Banker to the issue are duly filled in the
ASBA form for a specific public issue, before making the same available on
websites.
6.5.2. The ASBA form for a specific public issue is made available on the websites of
the Stock Exchanges at least one day before opening of the public issue.
6.5.3. A unique application number for an issue is generated for every ASBA form
downloaded and printed from the websites.
41 SEBI Circular no. CIR/CFD/DIL/4/2011 dated September 27, 2011
42 SEBI Circular no. CIR/CFD/14/2012 dated October 04, 2012
43 SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010
44 SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010
45 SEBI Circular no. CIR/CFD/DIL/7/2010 dated July 13, 2010
Page 27 of 144
6.5.4. Investors have online access to soft copy of the prospectus / abridged
prospectus of the public issue.
6.5.5. For revisions of bids, investors can take print of a bid revision form.
6.6. Merchant Bankers and SCSBs shall provide a hyperlink to BSE or NSE websites for
this facility on their websites.
7. Role and Responsibilities of Intermediaries in ASBA Facility46
7.1. The details of the role and responsibilities of Intermediaries such as SCSBs,
Registrars, Merchant Bankers and Stock Exchanges in the ASBA facility are given in
Annexure XII, for due compliance by the respective intermediary.
8. Payment of Commission and Processing Fee
8.1. In Public Issues, Intermediaries are entitled for selling commission for ASBA forms
procured by them. SCSBs shall be entitled for per form processing fee for ASBA
forms procured by Intermediaries and submitted with SCSBs. For ASBA forms
procured directly by SCSBs, they would be entitled for selling commission only and
no processing fee shall be paid to them.47
8.2. Amount of commission payable to Intermediaries shall be determined on the basis of
application which have been considered eligible for the purpose of allotment. In order
to determine to which Intermediary the commission is payable to, the terminal from
which the bid has been uploaded will be taken into account.48
8.3. The details of commission and processing fees payable to each intermediary and the
timelines for payment shall be disclosed in the offer document and this shall be
implemented strictly.49
8.4. Merchant Bankers shall ensure that an appropriate disclosure is made in the offer
document specifying the range of fee that SCSBs would be entitled to for processing
such ASBA forms procured by Intermediaries and submitted to SCSBs.50
8.5. Payment of Processing Fee to SCSBs51: To claim the processing fee, SCSBs shall
make an application to the Merchant Bankers in the format prescribed in Annexure
XIII with a copy to the Registrar to the Issue, subject to the following conditions:
8.5.1. The application shall be made no later than 30 days from the finalization of
basis of allotment by Registrar to the Issue.
8.5.2. The SCSBs shall make the application only after (i) unblocking of application
amounts for each application received by such SCSB has been fully
46 SEBI Circular no. SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
47 SEBI Circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010
48 SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
49 SEBI Circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
50 SEBI Circular no. CIR/CFD/DIL/8/2010 dated October 12, 2010
51 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022;
Page 28 of 144
completed; (ii) applicable compensation relating to investor complaints has
been paid by such SCSB.
8.6. The SCSBs shall continue to be responsible to provide information requested by the
Merchant Bankers / Registrar to the Issue / Issuer and also remain liable to pay
compensation for delays in unblocking of application amounts after the processing
fee has been claimed by SCSBs.
9. Additional Payment Mechanism (i.e. ASBA, etc.) for Payment of Balance Money in
Calls for partly paid specified securities issued by the listed entity52
9.1. Additional payment mechanism (i.e. ASBA, etc.) for making subscription and/or
payment of calls in respect of partly paid specified securities through SCSBs and
intermediaries such as Trading Members / Brokers - having three in one type
account and Registrar and Transfer agents (RTA) has been introduced.
9.2. Additional Channels for making subscription and/or paying call money53
9.2.1. For the purpose of making payment of balance money for calls in respect of
partly paid specified securities, the additional channels are tabulated below:
Additional Channels for making subscription and/or paying call money
Channel I Channel II Channel III
Online ASBA: Through an Physical ASBA: Physically Additional Online mode:
online portal of the SCSB. at the branch of a SCSB.
Using the facility of linked
The SCSBs shall send the The SCSBs shall send the online trading, demat and
application to RTA and application to RTA and bank account (3-in-1 type
block funds in shareholders block funds in shareholders accounts), provided by
account. account. some of the brokers.
9.3. Period of subscription: The payment period for payment of balance money in
calls shall be kept open for fifteen days.
9.4. Disclosures in the Letter of Offer: The intermediaries including the issuer
company and its RTA shall provide necessary guidance to the specified security
holders in use of ASBA mechanism while making payment of calls.
52 SEBI Circular no. SEBI/HO/CFGD/DIL1/CIR/238/2020 dated December 08, 2020
53 SEBI Circular no. SEBI/HO/CFGD/DIL1/CIR/238/2020 dated December 08, 2020
Page 29 of 144
Chapter 10: Use of Unified Payment Interface (UPI) in Public Issue54
1. SEBI has introduced the use of Unified Payments Interface (UPI) as a payment
mechanism with Application Supported by Block Amount (ASBA) for applications in
public issues by retail individual investors through intermediaries (Syndicate members,
Registered Stock Brokers, Registrar and Transfer agent and Depository Participants).
This payment mechanism would increase efficiency, eliminate the need for manual
intervention at various stages.
2. New entities / mechanisms part of the public issue process using UPI with ASBA
2.1. National Payments Corporation of India (NPCI): NPCI, a Reserve Bank of India
(RBI) initiative, is an umbrella organization for all retail payments in India. It has been
set up with the guidance and support of the Reserve Bank of India (RBI) and Indian
Banks Association (IBA).
2.2. Unified Payments Interface (UPI): UPI is an instant payment system developed by
the NPCI. It enables merging several banking features, seamless fund routing &
merchant payments into one hood. UPI allows instant transfer of money between any
two persons’ bank accounts using a payment address which uniquely identifies a
person's bank a/c.
2.3. Sponsor Bank: Sponsor Bank means a Banker to the Issue registered with SEBI
which is appointed by the Issuer to act as a conduit between the Stock Exchanges
and NPCI in order to push the mandate collect requests and / or payment instructions
of the retail investors into the UPI.
3. Channels for making application
3.1. For the purpose of public issues, UPI would allow facility to block the funds at the
time of application. With the introduction of UPI as a payment mechanism, various
channels for making application in public issue by various categories of investors are
as under:
Category of Channels for making application
Investor Channel I Channel II Channel III Channel IV
Retail Investor may submit Investor may Not applicable A RII would also
Individual the Application-cum submit the have the option to
Investor (RII) Bidding form with Application-cum submit Application-
ASBA as the sole Bidding form cum Bidding form
mechanism for online using the with any of the
making payment, facility of linked intermediary and
physically at the online trading, use his/her UPI ID
branch of a SCSB, demat and bank for the purpose of
i.e. investor’s bank, account (3-in-1 blocking of funds.
Qualified or online, if such type accounts), Investor may submit Not applicable
Institutional facility is provided provided by Application-cum
54 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
Page 30 of 144
Buyer (QIB) by the SCSB. some of the Bidding form with
Non brokers. any of the
Institutional For such intermediary, along An individual NII
Investor (NII) applications, the the details of his/her would also have
existing process of bank account for the option to
uploading of bid and blocking of funds. submit Application-
blocking of funds in For such cum Bidding form
investors account by applications, the with any of the
the SCSB would intermediary would intermediary and
continue. upload the bid in use his/her UPI ID
Stock Exchange for the purpose of
bidding platform and blocking of funds
forward the upto the limit for
application form to a which blocking
branch of SCSB for through UPI is
blocking of funds. permitted.55
(Presently it 5
lakhs)
4. Process of becoming a Sponsor Bank
4.1. Banks desirous of becoming Sponsor Bank and to be eligible to be appointed as a
Sponsor Bank by the Issuer shall complete the following formalities:
4.1.1. Register with SEBI as Bankers to an Issue in terms of the Securities and
Exchange Board of India (Bankers to an Issue) Regulations, 1994
4.1.2. UPI certification as specified, with NPCI
4.1.3. Mock trial run of the systems with Stock Exchange and RTAs, and
4.1.4. Certify to SEBI about readiness to act as a Sponsor Bank and for inclusion of
their name in SEBI’s list of Sponsor Bank, as per the format specified in
Annexure XIV.
5. Process of UPI 2.0 Certification by Self Certified Syndicate Banks (SCSBs)
5.1. All SCSBs offering facility of making application in public issues shall also provide
facility to make application using UPI.
5.2. For this purpose, all SCSBs shall undertake necessary certification with NPCI.
5.3. Certify to SEBI about readiness to provide facility to investor to make application
using UPI as an alternate payment mechanism, as per the format specified in
Annexure VII.
6. An indicative process flow for applications in public issue submitted by retail individual
investor is placed at Annexure XV.
7. Validation by Depositories
55 SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022
Page 31 of 144
7.1. The details of investor viz. PAN, DP ID / Client ID, entered in the Stock Exchanges
platform at the time of bidding, shall be validated by the Stock Exchanges with the
Depositories on real time basis.
7.2. Stock Exchanges and Depositories shall put in place necessary infrastructure for this
purpose.
8. Number of applications per bank account
8.1. In order to ensure parity across the various channels for submitted applications, an
investor making application using any of the aforesaid channel, shall use only his /
her own bank account or only his/her own bank account linked UPI ID to make an
application in public issues.
8.2. Applications made using third party bank account or using third party linked bank
account UPI ID are liable for rejection.
8.3. Sponsor Bank shall provide the investors UPI linked bank account details to RTA for
purpose of reconciliation.
8.4. RTA shall undertake technical rejection of all applications to reject applications made
using third party bank account.
9. Obligations of the Issuer
9.1. The issuer shall appoint one of the SCSBs as Sponsor Bank to act as a conduit
between the Stock Exchanges and NPCI in order to push the mandate collect
requests and / or payment instructions of the retail investors into the UPI;
9.2. The Sponsor Bank appointed by the issuer may be the same as the bank with
whom the public issue account has been opened.
10. Other requirements
10.1. The intermediaries shall provide necessary guidance to their investors in use of
UPI while making applications in public issues.
10.2. The text of data fields required in the Application-cum-bidding-form relating to
UPI and an illustrative Application-cum-bidding-form is placed at Annexure XVI.
10.3. Merchant bankers shall ensure that appropriate disclosures with respect to UPI
are made in offer documents and advertisements in accordance abovementioned
requirements. Format for the advertisement will be issued separately.
11. SCSBs on UPI56
11.1. Applications through UPI in IPOs can be made only through the SCSBs/mobile
applications (apps) whose name appears on the SEBI website – www.sebi.gov.in
at the following path:
56 SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019
Page 32 of 144
Home » Intermediaries/Market Infrastructure Institutions » Recognised
Intermediaries » Self Certified Syndicate Banks eligible as Issuer Banks for UPI
11.2. The details of SCSBs and mobile application, which are live for applying in public
issues using UPI mechanism is available on SEBI website www.sebi.gov.in.
11.3. An investor shall ensure that when applying in IPO using UPI, the name of his
Bank appears in the list of SCSBs displayed on the SEBI website which are live on
UPI. Further, he/she shall also ensure that the name of the app and the UPI
handle being used for making the application is also appearing in the aforesaid list.
11.4. An application made using incorrect UPI handle or using a bank account of an
SCSBs or bank which is not mentioned in the aforesaid list is liable to be rejected.
12. Retention of forms by Intermediaries57
12.1. Intermediaries shall retain physical application forms submitted by retail individual
investors with UPI as a payment mechanism, for a period of six months and
thereafter forward the same to the issuer/Registrar to Issue. However, in case of
Electronic forms, “printouts” of such applications need not be retained or sent to the
issuer. Intermediaries shall, at all times, maintain the electronic records relating to such
forms for a minimum period of three years.
12.2. Frequently asked questions (FAQs) regarding use of UPI with ASBA in public issue
process can be accessed at the following path on the SEBI website –
www.sebi.gov.in.
Home » FAQs » Primary Market Issuances » Use of Unified Payments Interface (UPI)
with ASBA in public issue process
13. Streamlining the process of IPOs with UPI in ASBA and redressal of Investor
grievances58
13.1. The following issues with the UPI system based on the consultation with market
participants have been identified, which needs to be addressed:
13.1.1. Delay in receipt of mandate by investors for blocking of funds due to
systemic issues at Intermediaries/SCSBs.
13.1.2. Failure to unblock funds for cancelled/withdrawn/deleted cases in the Stock
Exchanges platform.
13.1.3. Failure to unblock the funds in cases of partial allotment by the next
working day from the finalization of basis of allotment (T+1).
13.1.4. Failure to unblock the funds in cases of non-allotment by T+2.
57 SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019
58 SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021; SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021; SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
Page 33 of 144
13.1.5. SCSB blocking multiple amounts for the same UPI application.
13.1.6. SCSB blocking more amount in the investors account than the application
amount.
13.2. Therefore, need has been felt to put in place measures to have a uniform
policy and to further streamline the reconciliation process among
intermediaries/SCSBs.
Streamlining the IPO Process
13.3. In terms of Regulations 23(2), 23(4), 23(5), 271, Schedules I & II of the
ICDR Regulations 2018, the Lead Manager is the nodal entity for any issues
arising out of a public issuance process and the timelines, processes and
compensation policy defined in this circular shall form part of the agreement(s)
that shall be signed among the intermediaries. Lead Managers shall ensure the
adherence of timelines, processes and compensation policy by intermediaries.
13.4. In order to ensure timely response with regard to IPO process, SCSBs shall
identify the nodal officer for IPO applications processed through UPI as a payment
mechanism and submit the details as per Annexure XVII to SEBI. For ease of
reference, the details of nodal officers of SCSBs shall be hosted on the SEBI
Website.
13.5. For ensuring timely information to investors, SCSBs/UPI Apps eligible for Public
Issues shall send SMS alerts to Investors for all ASBA applications and may also
provide the Invoice in the Inbox as an additional feature to verify the UPI mandate
details. The SMS/Invoice in the Inbox shall include the details as prescribed in
Annexure XVIII.
13.6. For ease of doing business, Sponsor Banks shall host a web portal for
intermediaries (closed user group) from the date of IPO opening till the date of
listing with details of statistics of mandate blocks/unblocks, performance of Apps
and UPI Handles, down-time/network latency (if any) across intermediaries and
any such processes having an impact/bearing on the IPO bidding process.
13.7. Web Portal for CUG: The Stock Exchanges and Lead Managers shall facilitate
providing the requisite data of Closed User Group (CUG) entities to Sponsor
Bank for the development of web portal before opening of the Public Issue.59
13.8. Re-initiation of UPI Bids60: To avoid duplication, the facility of re-initiation
provided to Syndicate Members shall preferably be allowed only once per
59 SEBI Circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021
60 SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/2480/1/M dated March 16, 2021
Page 34 of 144
bid/batch and as deemed fit by the concerned Stock Exchange, after bid closure
time.
13.9. Cancelled/Withdrawn/Deleted applications61: Registrars to an Issue (RTI) shall
submit the details of cancelled/withdrawn/deleted applications to SCSB’s on daily
basis within 60 minutes of bid closure time from the Issue opening date till Issue
closing date (T) by obtaining the same from Stock Exchanges. SCSB’s shall
unblock such applications by the closing hours of the bank day and submit the
confirmation to Lead Managers and RTA on daily basis, as per the format
prescribed in Annexure XIX.
13.10. Unblocking of UPI Mandates62: SEBI had endeavored that the unblock of
applications shall be completed on T+2 (T: Issue Closing Date). However, in
view of the complaints received pertaining to delayed unblock, the following
process shall be implemented by intermediaries.
13.10.1. Sponsor Banks shall execute the online mandate revoke file for Non-
Allottees/Partial Allottees on T+2. Subsequently, any pending applications
for unblock shall be submitted to RTA, not later than T+2.
13.10.2. Subsequently, RTI shall submit the bank-wise pending UPI applications for
unblock to SCSB’s along with the allotment file, not later than T+2. The
allotment file shall include all applications pertaining to full-allotment /
partial-allotment / non-allotment / cancelled / withdrawn / deleted
applications etc.
13.10.3. SCSB’s shall ensure that the unblock for non-allotted/partial-allotted
applications is completed by the closing hours of bank day on T+2. SCSB’s
shall submit the confirmation on the same, to Lead Managers and RTA, not
later than T+2. Such report shall be submitted as per the format prescribed
in Annexure XX63.
13.11. SCSBs failing to provide the details as per Annexure XX to Lead Managers/RTI,
not later than T+2 shall be liable to face appropriate action under Securities
Laws. In order to provide an efficient redressal mechanism for complaints from
investors pertaining to Block/Unblock of funds, to protect the interests of
investors and to avoid any opportunity loss, the compensation structure as
prescribed in Annexure XXI shall be applicable. SCSBs shall compensate all
ASBA applications processed by the SCSBs, immediately on the date of receipt
of complaint from the investor.
61 SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/2480/1/M dated March 16, 2021
62 SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/2480/1/M dated March 16, 2021
63 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
Page 35 of 144
13.12. If there is any delay in resolving the grievance beyond the date of receipt of
complaint from investor, for each day delay, the compensation as prescribed in
Annexure XXII shall be applicable in addition to the compensation as
prescribed in Annexure XXI. A brief illustration of the same is provided below:
Scenario
Investor has applied in an IPO with an application amount of Rs.15,000/-. The
Public Issue is closed on November 02, 2020. The Investor got no-allotment and
hence, the effective date for unblocking of funds shall be November 04, 2020
(T+2). However, Investor has raised a complaint on pending unblock of funds
with Lead Managers/SCSB on November 25, 2020. The SCSB unblocks the
amount in investors account on November 30, 2020.
Compensation by SCSBs Compensation by Post Issue Lead
(Annexure XXI) Managers (Annexure XXII)
Rs.100/- per day or 15% per Rs.100/- per day or 15% per
annum of the application annum of the application
amount, whichever is higher. amount, whichever is higher.
Duration: November 05, 2020 to Duration: November 26, 2020 to
November 30, 2020 November 30, 2020
Total Compensation = Compensation by SCSBs + Compensation by Post Issue
Lead Managers
13.13. The compensation prescribed above shall be applicable to all ASBA applications
processed by the SCSBs.64
13.14. Lead Managers shall ensure that the payment of Processing fee/Selling
commission to the intermediaries be released only after ascertaining that there
are no pending complaints pertaining to block/unblock of UPI bids, receiving
the confirmation on completion of Unblocks from Sponsor Banks/SCSBs and
Annexure XX from RTI/SCSBs.
13.15. The provisions mentioned under para 13 of this circular shall become part of the
offer documents, DRHP and RHP.65
64 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
65 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022
Page 36 of 144
Chapter 11: Timeline for listing of shares in Public Issue66
1. Consequent to extensive consultation with the market participants and considering the
public comments received pursuant to consultation paper on the aforesaid subject matter,
it was decided to reduce the time taken for listing of specified securities after the closure
of public issue to 3 working days (T+3 days) as against the present requirement of 6
working days (T+6 days); ‘T’ being issue closing date.
2. Accordingly, the revised timelines for listing of specified securities and various activities
involved in the public issue process are specified in Annexure XXIII.
3. The T+3 timeline for listing shall be appropriately disclosed in the Offer Documents of
public issues.
4. The timelines for submission of application, allotment of securities, unblocking of
application monies and listing shall prominently be made a part of pre-issue, issue
opening and issue closing advertisements issued by the Issuer for public issues in terms
of the ICDR Regulations 2018.
General Instructions:
5. For Direct Bank ASBA and Syndicate ASBA applications, prior to blocking of ASBA
application monies in the bank account of the applicant, the SCSBs shall ensure the
following:
5.1. The PAN mentioned in the application matches with the PAN linked to the bank
account of the applicant maintained with the bank.
A confirmation on the above shall be submitted by SCSBs to the Registrar to an
Issue along with the Final Certificate.
5.2. The PAN linked to the bank account of the applicant shall be part of the bidding
data on the Stock Exchanges platform.
6. The Registrar to an Issue shall undertake third-party verification of the applications by
matching the PAN available in the demat account with the PAN available in the bank
account of the applicant. In instances of mismatch, such applications shall continue to be
considered as invalid applications for finalising the basis of allotment.
7. Lock-in of pre-issue shares has been made effective in compliance with the ICDR
Regulations 2018. Further, the operationalization of lock-in is in line with the SOP of
Depositories issued vide Circular/Communique dated August 8, 2023.
8. The compensation to investors for delay in unblocking of ASBA application monies (if
any) shall be computed from T+3 day.
66 SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023
Page 37 of 144
9. The intermediaries shall provide guidance to their investors on making applications in
public issues.67
10. Working days shall be all trading days of Stock Exchanges excluding Sundays and bank
holidays.68
11. The merchant bankers shall ensure that appropriate disclosures are made in offer
documents in accordance with this chapter.69
67 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
68 SEBI Circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019
69 SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
Page 38 of 144
Chapter 12: Withdrawal of Master Circular on issuance of No Objection Certificate
(NOC) for release of 1% of Issue Amount70
1. In order to facilitate ease of doing business to Issuer company, the requirement to
deposit 1% of the issue size available for subscription to the public with the
designated stock exchange by the Issuer company under regulation 38 (1) of SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR
Regulations) has been dispensed with.
2. Consequent to amendment of ICDR Regulations vide gazette notification dated May
17th 2024, the Master Circular no. SEBI/HO/OIAE/IGRD/P/CIR/2022/0151 dated
November 07, 2022 on Issuance of No Objection Certificate for release of 1% of
Issue Amount stands withdrawn.
3. However, the Stock Exchanges shall frame a joint standard operating procedure
(SoP) for release of 1% security deposit that were deposited with stock exchanges by
the issuer prior to abovementioned amendments in ICDR Regulations, 2018.
4. The chapter made applicable with immediate effect.
70 Inserted vide SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/0161 dated November 21,
2024
Page 39 of 144
Chapter 13: Industry Standards on Key Performance Indicators (“KPIs”)
Disclosures in the draft Offer Document and Offer Document71
1. In order to facilitate uniform approach in identification and disclosure practices of
Key Performance Indicators (“KPIs”), the Industry Standards Forum (“ISF”)
comprising of representatives from three industry associations, viz. ASSOCHAM,
CII and FICCI, under the aegis of the Stock Exchanges, has formulated industry
standards, in consultation with SEBI, for effective implementation of the
requirement to disclose KPIs in the draft offer document and offer document as
per the provisions of ICDR Regulations. The industry associations which are part
of ISF (ASSOCHAM, FICCI, and CII) and the stock exchanges shall publish the
industry standards on their websites.
2. The Issuer Companies and Merchant Bankers shall follow the aforesaid industry
standards to ensure compliance with the requirement to disclose KPIs in the draft
offer document and offer document as per the provisions of ICDR Regulations.
3. This chapter is applicable for all draft offer documents / offer documents filed with
SEBI / Stock Exchanges on or after April 1, 2025.
71 Inserted vide SEBI Circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/28 dated February 28, 2025
Page 40 of 144
Chapter 14: Enabling T+2 trading of Bonus shares where T is the record date 72
1. As a part of the continuing endeavor to streamline the process of Bonus issue of equity
shares, in consultation with the market participants, it has been decided to reduce the
time taken for credit of bonus shares and trading of such shares, from the record date of
the Bonus Issue under SEBI (ICDR) Regulations, 2018.
2. The operational procedure to implement the above is as given below:
2.1. The Issuer proposing a bonus issue shall apply for the in-principle approval under
Regulation 28(1) of SEBI (LODR) Regulations, 2015, to the Stock Exchange within 5
working days from the date of board meeting approving the Bonus issue.
2.2. The Issuer while fixing and intimating the record date (T day) to the Stock Exchange
as required under Regulation 42(1) of SEBI (LODR) Regulations, 2015, for the
proposed bonus issue, shall also take on record deemed date of allotment on next
working date of record date (T+1 day).
2.3. Upon receipt of intimation of the record date (T Day) and requisite documents from
the Issuer, the Stock Exchange(s) shall issue notification accepting the record date
and notifying the number of shares considered in the bonus issue. The notification
shall include the deemed date of allotment (T+1 day).
2.4. After issuance of notification issued by the Stock Exchange for acceptance of record
date, the Issuers shall ensure submission of the requisite documents to Depositories
for credit of bonus shares in the depository system latest by 12 P.M. of next working
day of the record date (i.e. T+1 day).
2.5. The Issuer shall ensure upload of the distinctive number (DN) ranges in the DN
database of the depository and stock exchange(s) shall ensure updation of relevant
dates before credit of bonus shares.
2.6. The shares allotted pursuant to the bonus issue shall be made available for trading
on the next working date of allotment (T+2 day).
2.7. The directions issued pursuant to SEBI Circular No. CIR/MRD/DP/21/2012 dated
August 02, 2012 and CIR/MRD/DP/ 24 /2012 dated September 11, 2012 requiring
credit of bonus shares in temporary ISIN shall be exempted in case of bonus issue of
equity shares, and credit of shares directly in permanent ISIN (existing ISIN) shall be
permitted in case of bonus issue of equity shares.
3. The Exchange(s) and Depositories are advised to make amendments to the relevant bye-
laws, rules and regulations for the implementation of the above decision, as may be
applicable.
72 Inserted vide SEBI circular no. CIR/CFD/PoD/2024/122 dated September 16, 2024
Page 41 of 144
4. This is applicable for all bonus issues announced on or after October 01, 2024. Any delay
in compliance with the timelines as mentioned above will attract penalties as determined
under chapter 1 of this master circular ‘Non-compliance with certain provisions of SEBI
ICDR Regulations’.
Page 42 of 144
Chapter 15: Redemption of Indian Depository Receipts (IDRs) into Underlying
Equity Shares 73
1. In order to facilitate foreign issuers to raise funds from the Indian capital markets through
IDRs and enable investors in the domestic market to have investment opportunities in the
securities of major multi-national companies listed on well developed markets, a legal
framework was created by the Ministry of Corporate Affairs (MCA), Reserve Bank of India
(RBI) and SEBI.
2. In order to encourage more number of foreign companies to issue IDRs in the Indian
market and also to enable the investors to take informed investment decision, it has been
decided to provide a detailed roadmap and guidelines for the future IDR issuances as
well as for the existing listed IDRs.
3. All the IDRs shall have partial two-way fungibility. The partial two-way fungibility means
that the IDRs can be converted into underlying equity shares and the underlying equity
shares can be converted into IDRs within the available headroom. The headroom for this
purpose shall be the number of IDRs originally issued minus the number of IDRs
outstanding, which is further adjusted for IDRs redeemed into underlying equity shares
(“Headroom”).
4. The broad guidelines for fungibility of IDR issuances are given below:
4.1. IDRs shall not be redeemable into underlying equity shares before the expiry of one-
year period from the date of listing of IDRs.
4.2. After completion of one year period from the date of listing of IDRs, the issuer shall,
provide two-way fungibility of IDRs.
4.3. IDR fungibility shall be provided on a continuous basis.
4.4. The issuer shall provide said fungibility to IDR holders in any of the following ways:
4.4.1. converting IDRs into underlying shares; or
4.4.2. converting IDRs into underlying shares and selling the underlying shares in the
foreign market where the shares of the issuer are listed and providing the sale
proceeds to the IDR holders; or
4.4.3. both the above options may be provided to IDR holders
Provided that the option once exercised and disclosed by the issuer at the time of
offering the IDRs to public cannot be changed without the specific approval of SEBI
4.5. All the IDRs that have been applied for fungibility by the holder shall be transferred to
IDR redemption account at the time of application. The issuer shall take necessary
73 Inserted vide SEBI circular no. CIR/CFD/DIL/6/2013 dated March 01, 2013; SEBI circular No:
CIR/CFD/DIL/10/2012 dated August 28, 2012 and SEBI circular No: CIR/CFD/DIL/3/2011 dated June
03, 2011 (rescinded)
Page 43 of 144
steps to provide underlying shares or sale proceeds as per the choice made under
sub-clause 5.4 of this clause.
4.6. The Issuer may receive requests from the holders of underlying shares and convert
these into IDRs subject to the Headroom available with respect to the number of
IDRs originally issued subject to the guidelines prescribed by SEBI & Reserve Bank
of India (“RBI”) from time to time.
4.7. In case of option of converting the IDRs into underlying equity shares and providing
the sale proceeds to the IDR holders is exercised, the issuer shall disclose the range
of fixed/variable costs in percentage terms upfront and ensure that all the costs
together shall not exceed 5% of the sale proceeds.
4.8. The issuer on a continuous basis shall disclose available Headroom and significant
conversion / reconversion transactions.
4.9. The issuer shall lay down the detailed procedures while taking into consideration the
above broad guidelines in addition to other norms specified by SEBI and RBI, from
time to time.
Page 44 of 144
Chapter 16: Adjustment of differential pricing amount at the time of
application for allotment of specified securities74
1. This refers to the provisions of Regulation 30, 128, 190 and 251 of ICDR Regulations,
which provide for offer of specified securities at different prices to certain investors.
2. It is clarified that the investors eligible for differential pricing in public issues to make
payment at a price net of discount, any, at the time of bidding itself, and in this context, it
is clarified that -
2.1. Merchant Bankers shall ensure that appropriate disclosures are given in the offer
document / application forms to the effect that investors eligible for discount can
make payment after adjusting the discount, if any. It shall be disclosed that such
investors shall in the relevant column indicate the bid price before adjusting for
discount, if any. Further, it shall be clearly disclosed under what circumstances
application would be liable for rejection in case of errors, if any, in this regard.
2.2. Stock Exchanges shall ensure that appropriate provisions for discount adjustment
are provided in the bidding platform. Whenever the net payment (post discount) is
more than two lakh rupees, the bidding system should be capable of ensuring that
such applications are not eligible for discount.
2.3. Syndicate /Sub syndicate members and SCSBs shall enter the bid price as indicated
by the applicant in the price column.
2.4. Segregation of Investor Categories (i.e. two lakh rupees for retail category), shall be
based on the net payment amount (after adjusting for discount).
2.5. SCSBs shall carry out the necessary system changes at their end, if any.
3. Merchant Bankers shall create awareness among the investors eligible for discount on
account of differential pricing to make payment at price net of discount.
74 Inserted vide SEBI circular no. CIR/CFD/DIL/2/2011 dated May 16, 2011
Page 45 of 144
Annexure I
TABLE A
Indicative timeline of broad activities involved in Rights Issue from the date of approval
of Board of Directors of the Issuer till the date of closure of Rights Issue
Sr. Broad activities performed during Rights Issue Process Timelines
No. (Working Days)
1. 1st Board meeting for approval of rights issue T
(T being the date of
Board of Directors of
the Issuer approving the
Rights Issue)
2. Notice for 2nd Board meeting to fix record date, price, T*
entitlement ratio etc.
Subject to Board’s/ shareholders’ approval*
3. Application by the issuer for seeking in-principle approval T+1
along with filing of Draft Letter of Offer with Stock Exchanges
4. Receipt of in-principle approval from Stock Exchanges T+3
5. 2nd Board meeting for fixing record date, price, entitlement T+4
ratio etc.
6. Filing of Letter of Offer with Stock Exchanges and SEBI T+5 to T+7
7. Record Date T+8
8. Receipt of BENPOS on Record date (at the end of the day) T+8
9. Credit of Right Entitlements (REs) T+9
10. Dispatch / Communication to the shareholders of Letter of T+10
Offer
11. Publication of advertisement for completion of dispatch T+11
12. Publication of advertisement for disclosing details of specific T+11
investor(s)
13. Issue opening and commencement of trading in REs T+14
(Issue to be kept open for minimum 7 days as per Companies
Act, 2013)
14. Validation of Bids T+14 to T+20
15. Closure of REs trading T+17
(3 working days prior to issue closure date)
16. Closure of off-market transfer of REs T+19
17. Issue closure T+20
*If the Issuer is making a Rights Issue of convertible debt instruments, wherein shareholder’s
approval is required, then the notice for 2nd Board meeting to fix record date, price, entitlement
ratio etc. would be given on the date of receiving shareholders’ approval and the remaining
timeline would be adjusted accordingly.
Page 46 of 144
TABLE B
Indicative timeline of broad activities involved in Rights Issue from the date of closure
of Rights Issue till the date of listing and trading
Sr. Broad activities performed during Rights Issue Process Timelines
No. (Working Days)
1. Issue closure T
(T being the date
of closure of
issue)
2. Suspension of RE ISIN (immediately on issue closure) T
3. RTA obtains bid file from Stock Exchanges (SEs) T
4. Reverting for correction files to SCSBs for ASBA bids T
5. Receiving rectified/final bid data from SEs T
6. Receipt of final certificate from the SCSBs T
7. Co-ordination with SCSBs for pending final certificates for ASBA T
application
8. Complete reconciliation of valid ASBA, REs holding and technical T
rejection.
9. Basis of allotment to be carried out by RTAs in coordination with T+1
Designated Stock Exchange (DSE)
10. Stock Exchange to approve the basis of allotment T+1
11. Transfer of funds from ASBA accounts to allotment account for T+1
allottees and refund account and unblocking of accounts for non-
allottees
12. Listing application to be made to SEs T+1
13. Instructions to dispatch of allotment and refund/unblocking T+2
intimations
14. Receiving in-principle listing approval for corporate action T+2
15. Submit application with depositories for credit to respective demat T+2
shareholder account
16. Receipt of credit confirmation from NSDL/CDSL T+2
17. Filing Documents with SEs for trading approval T+2
18. Publication of basis of allotment advertisement in newspaper and T+2
submission of same with SEs
19. Receipt of trading approval from SEs T+2
20. Shifting of shares from temporary ISIN to live ISIN T+2
21. Transfer of funds from Rights escrow account to Issuer’s T+2
monitoring account
22. Commencement of trading of shares issued pursuant to rights T+3
issue
23. Submission of media compliance report with SEBI T+3
Page 47 of 144
Annexure IA
Procedures on the Rights Issue process
A. Application Form
a) The issuer shall dispatch a common application form to its shareholders as on
the record date. Along with application form, the issuer shall also send the
details of the rights entitlements of the shareholder separately.
b) This application form can be used both by shareholder or renouncee.
c) Registrar to the issue shall also upload the application forms on its website.
d) Applicants can use application form available on the website of registrar to
the issue or printed forms sourced from the issuer [***]75 or registrars to the
issue.
e) In terms of Regulation 78 of the ICDR Regulations 2018, investor also has
option to make an application in writing on a plain paper.
B. Credit of Rights Entitlements (“REs”) in dematerialized form
a) The depositories shall put necessary procedures in place for issue and credit
of REs in demat mode.
b) The issuer making a rights issue of specified securities shall ensure that it has
made necessary arrangements with depositories to issue and credit the REs
in demat mode in the demat accounts of shareholders holding shares as on
the record date.
c) A separate ISIN shall be obtained by the issuer for credit of REs.
d) Issuer shall specify the ISIN for REs while announcing the record date.
e) Based on the rights entitlement ratio, the issuer shall credit REs in
dematerialized mode through corporate action to shareholders holding
shares as on record date. The ISIN of REs shall be kept frozen (for debit) in
the depository system till the date of opening of the issue.
f) Physical shareholders shall be required to provide their demat account details
to Issuer / Registrar to the Issue for credit of REs not later than two working
days prior to issue closing date, such that credit of REs in their demat
account takes place at least one day before issue closing date.
g) In case of fractional entitlements of REs, the fractional part shall be ignored
by rounding down the entitlement.
75 Omitted vide SEBI Circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025. Before
omission it read as “, merchant bankers”
Page 48 of 144
h) The issuer shall submit details of total REs credited to the stock exchanges
immediately after completing the corporate action for the same and shall
obtain requisite trading approval from the stock exchanges.
i) The details with respect to shareholder entitlement shall be made available on
the website of the Registrar to the issue and the investors shall be able to
check their respective entitlements on the website of the Registrar by keying
their details, after adequate security controls to ensure that investors’
information is made available only to the particular investor. Issuer shall also
carry these links on their website.
j) If the demat account of a shareholder is frozen or demat account details are
not available, including shares held in unclaimed suspense account or in the
account of IEPF Authority, then REs shall be credited in a suspense escrow
demat account of the Company and an intimation should be sent to such
shareholder by the issuer /Registrar to the issue.
k) The issuer shall intimate issue closing date to the depositories at least one
day before the issue closing date, and the depositories shall suspend the
ISIN of REs for transfers, from issue closing date.
l) REs which are neither renounced nor subscribed by the shareholders, shall
be lapsed after closure of the Rights Issue.
m) Issuer Company shall ensure that REs which are lapsed are extinguished
from the depository system once securities are allotted pursuant to Rights
Issue. Once allotment is done, the ISIN for REs shall be permanently
deactivated in the depository system by the depositories.
C. Renunciation process and trading of REs on stock exchange platform:
a) The stock exchanges shall put necessary procedures in place for trading of
REs on stock exchange platform.
b) REs credited to demat account can be renounced either by sale of REs using
stock exchanges platform or off-market transfer and such trades will be
settled by transferring dematerialized REs through depository mechanism in
the same manner as done for all other types of securities.
c) For sale of REs through stock exchange, investors can place order for sale of
REs only to the extent of REs available in the demat account of the
investor. Trading in REs on the secondary market platform of Stock
exchanges will happen electronically on T+1 rolling settlement basis where T
being the date of trading. The transactions will be settled on trade-for-trade
basis.
Page 49 of 144
d) Issuer shall inform the dates of issue opening and closing to the stock
exchanges and the depositories at the time of filing the letter of offer with the
stock exchanges.
e) Trading in REs shall commence on the date of opening of the issue and shall
be closed at least three working days prior to the closure of rights issue.
D. Submission of Application form in Rights Issue
a) All investors (including renouncee) shall submit application forms using ASBA
facility through the Self Certified Syndicate Banks (SCSB) network during the
issue period.
b) Investor shall submit only one application form for REs available in a
particular demat account.
E. Allotment process in the rights issue
a) [Correction of bid data as collated by the SCSB after issue closing shall be
completed on the issue closure date itself].76
b) Registrar shall obtain demographic details of all applicants from depositories.
c) Registrar shall obtain details of holders of REs as on issue closing date, from
the depositories.
d) After reconciliation of valid ASBA applications, funds blocked and REs demat
holding list, the registrar shall finalise allocation of securities offered through
rights offering.
e) Registrar shall credit the shares to the respective demat accounts of the
applicants based on basis of allotment approved by the designated stock
exchange and shall issue instructions to unblock bank accounts wherever
necessary.
76 Substituted vide SEBI Circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025. Before
substitution it read as under:
“Facility for correction of bid data as collated by SCSB after issue closing shall be provided for period of one
day i.e. on next working day after issue closing”
Page 50 of 144
Annexure II
This is an abridged prospectus containing salient features of the Red Herring Prospectus (the “RHP”). You are
encouraged to read greater details available in the RHP (Link to download RHP).
THIS ABRIDGED PROSPECTUS CONSISTS ‘XY ’ PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED
ALL THE PAGES.
NAME OF THE ISSUER COMPANY
CIN: XXXXX , Date of Incorporation: XXX
Registered Office Corporate Office Contact Person Email and Websi
Telephone te
NAMES OF PROMOTER(S) OF THE COMPANY
Details of Offer to Public
Type of Issue Fresh Issue OFS Size (by Total Issue Issue Share Reservation
(Fresh/ OFS/ Size no. Size Under
Fresh & (by no. of of shares or (by no. of 6(1)/ 6(2)
QIB NII RII
OFS) shares or by by amount in shares or by
amount in Rs) Rs) amount in Rs)
These equity shares are proposed to be listed on (to be specified) (designated stock exchange) and (to be specified).
OFS: Offer for Sale
Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders (upto a maximum of 10 selling
shareholders)
No of No of Shares
WACA in WACA
Shares offered/
Name Type Rs per Name Type in Rs
offered/ Amount
Amount in Equity in Rs per
Rs Equity
P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average Cost of Acquisition
shall be calculated on fully diluted basis
Price Band, Minimum Bid Lot & Indicative Timelines
Price Band* Rs Xx To Rs Xx Per Equity Share of Face Value of Rs X
Minimum Bid Lot Size EXaXc Ehq uity Shares
Bid/Offer Open On
Bid/Closes Open On
Finalisation of Basis of Allotment
Initiation of Refunds
Credit of Equity Shares to Demat accounts of Allottees
Commencement of trading of Equity Shares
*For details of price band and basis of offer price, please refer to price band advertisement and page xx of RHP.
Page 51 of 144
Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP
Weighted Average Upper End of the Range of acquisition
Period Cost of Acquisition Price Band is ‘X’ price Lowest Price- Highest
(in Rs.) times the WACA Price (in Rs.)
Trailing Eighteen
Month from the date of
RHP
WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis for the trailing eighteen months
from the date of RHP.
RISKS IN RELATION TO THE FIRST OFFER
The face value of the Equity Shares is x . The Floor Price, Cap Price and Offer Price determined by our
Company and the Selling Shareholders, in consultation with the BRLM’s, on the basis of the assessment of
market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer
Price” on page xx should not be considered to be indicative of the market price of the Equity Shares after listing.
No assurance can be given regarding frequency of trading in the Equity Shares nor regarding the price at which
the Equity Shares will be traded after listing.
Page 52 of 144
GENERAL RISKS
Investment in equity & equity-related securities involve a degree of risk and investors should not invest any
funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read
the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision,
investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity
Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor
does, SEBI guarantee the accuracy or adequacy of the contents of the RHP. Specified attention of the investors
is invited to the section titled “Risk Factors” at page XXX of the RHP and on page XX of this Abridged
Prospectus.
PROCEDURE
You may obtain a physical copy of the Bid -cum-Application Form and the RHP from the stock exchange,
syndicate members, registrar to the issue, share transfer agents, depository participant s, stock brokers,
underwriters, bankers to the issue, investors’ associations or Self Certified Syndicate Banks.
If you wish to know about processes and pr ocedures applicable to this issue, you may request for a copy
of the RHP and/or the General Information Document (GID) from the BRLM’s or download it from the
websites of the Stock Exchanges i.e. www.nseindia.com; www.bseindia.com; and the BRLMs (websites to be
specified).
PR ICE IN F ORM AT ION O F B R L M ’s*
Issue Name Name of +/- % change in +/- % change in +/- % change in
Merchan closing price, (+/- closing price, (+/- closing price, (+/-
t Banker % change in % change in % change in
closing benchmark) closing benchmark) closing benchmark)
- 30th calendar - 90th calendar - 180th calendar
days from listing days from listing days from listing
+1% (+5%) -2% (-5%)
* Disclosures subject to recent 7 issues (initial public offerings) in current financial year and two preceding
financial years managed by each Merchant Banker with common issues disclosed once.
Name of BRLM and contact details
(telephone and email id) of each BRLM
Name of Syndicate Member s
In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included
Name of Registrar to the Issue and
contact details (telephone and email id)
Name of Statutory Auditor
Name of Credit Rating Agency and
the rating or grading obtained, if
any
Name of Debenture trustee, if any.
Self-Certified Syndicate Banks The list of banks is available on
https://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Intermediaries
Non-Syndicate Registered You can submit Bid cum Application Forms in the Issue to Non
Syndicate Registered Brokers at the Non Syndicate Broker Centres.
Brokers
For further details, see section titled “Issue Procedure” beginning
at page XX of the RHP
Page 53 of 144
Details regarding website
address(es)/ link(s) from which the
investor can obtain list of registrar to
issue and share transfer agents,
depository participants and stock
brokers who can accept application
from investor (as applicable)
PROMOTERS OF THE ISSUER COMPANY
Sr. No. Name Individual/Corporate Experience & Educational Qualification
Experience:
Educational Qualification:
Details of promoter/s should not exceed 500 words while explaining their experience and educational
qualifications
BUSINESS OVERVIEW AND STRATEGY
Company Overview:
Product/Service Offering:
Revenue segmentation by product /service offering
Geographies Served:
Revenue segmentation by geographies
Key Performance Indicators:
Client Profile or Industries Served:
Revenue segmentation in terms of top 5/10 clients or Industries:
Intellectual Property, if any:
Market Share:
Manufacturing plant, if any:
Employee Strength:
Note: (1) The quantitative statements shall be substantiated with Key Performance Indicators (KPIs) and other
quantitative factors.
(2) No qualitative statements shall be made which cannot be substantiated
with KPIs. (3) Information provided in the table should not exceed 1000
words.
Page 54 of 144
BOARD OF DIRECTORS
Sr. Name Designation (Independent / Experience Other Directorships
No. Whole time / Executive / &
Nominee) Educational
Qualification
Indian Companies:
1 Foreign Companies:
2
3
4
5
Page 55 of 144
OBJECTS OF THE ISSUE
Details of means of finance
The find requirements for each of the objects of the Issue are stated as follows: (Rs. in crores)
Sr. Objects of the Issue Total Amount Amount to Estimated Net Proceeds
No. estimate deploye be financed Utilization
cost d from Net
Fiscal 20_ Fiscal
till Proceeds
20_
1
2
3
4
5 General corporate purposes
Total
Details and reasons for non -deployment or delay in deployment of proceeds or changes in
utilization of issue proceeds of past public issues / rights issue, if any, of the Company in the
preceding 10 years.
Name of monitoring agency, if any
Terms of Issuance of Convertible Security, if any
Convertible securities being offered by the
Company
Face Value / Issue Price per Convertible
Securities
Issue Size
Interest on Convertible Securities
Conversion Period of Convertible Securities
Conversion Price for Convertible Securities
Conversion Date for Convertible Securities
Details of Security created for CCD
Shareholding Pattern:
Sr. No. Particulars Pre Issue number of shares % Holding of Pre issue
1. Promoter and Promoter
Group
2. Public
Total 100.00%
Number/amount of equity shares proposed to be sold by selling shareholders, if any.
Page 56 of 144
RESTATED CONSOLIDATED AUDITED FINANCIALS
Latest FY 3 FY 2 FY 1
Stub
(Last audited
period
financial year prior
to issue opening)
Total income from operations
(Net)
Net Profit/(Loss) before tax
and extraordinary items
Net Profit / (Loss) after tax
and extraordinary items
Equity Share Capital
Reserves and Surplus
Net worth
Basic earnings per share (Rs.)
Diluted earnings per share (Rs.)
Return on net worth (%)
Net asset value per share (Rs.)
INTERNAL RISK FACTORS
Minimum 5 and maximum 10 risk factors to be specified)
The below mentioned risks are top 5 or 10 risk factors as per the RHP. (500-word limit in total)
SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
A. Total number of outstanding litigations against the company and amount involved
Name of Entity Criminal Tax Statutory Disciplinary Material Aggregate
Proceedings Proceedings or Regulatory actions by Civil amount
Proceedings the SEBI Litigations involve
or Stock d (Rs in
Exchanges crores)
against
Company our
Promoters
Page 57 of 144
By the Company
Against the Company
Directors
By our Directors
Against the Directors
Promoters
By Promoters
Against Promoters
Subsidiaries
By Subsidiaries
Against Subsidiaries
B. Brief details of top 5 material outstanding litigations against the company and amount involved
Sr. Particulars Litigation filed by Current status Amount involved
No.
C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the
Promoters in last 5 financial years including outstanding action, if any (200 – 300-word limit in
total)
D. Brief details of outstanding criminal proceedings against Promoters (200 - 300-word limit in total)
ANY OTHER IMPORTANT INFORMATION AS PER BRLM / ISSUER COMPANY
DECLARATION BY THE COMPANY
We hereby declare that all relevant provisions of the Companies Act, 1956, the Companies
Act, 2013 and the guidelines/regulations issued by the Government of India or the
guidelines/regulations issued by the Securities and Exchange Board of India , established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may
he have been complied with and no statement made in the Red Herring Prospectus is
contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the
Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulation
issued there under, as the case may be. We further certify that all statements in the Red
Herring Prospectus are true and correct.
Page 58 of 144
Annexure III
Page 59 of 144
Annexure IIIA
Guidelines for returning of draft offer document and its resubmission
1. Return of Draft Offer Document:
The draft offer document [***}77filed with the Board for public issue [***]78(hereinafter “draft
offer document”) of securities shall be scrutinized based on the broad guidelines specified
as under and accordingly, the draft offer document shall be returned to the Issuer and the
Lead Manager(s) for resubmission in accordance with the following guidelines -
1.1. Disclosures made in the draft offer document do not satisfy one or more of the following
requirements:
i. Draft offer document is drafted in simple language with visual representation of data,
so as to ensure ease of understanding of its contents and which substantially complies
with the following principles:
a) Use of short sentences;
b) Use of definite, unambiguous and conventional words;
c) Use of active voice;
d) Use of tabular presentation or bullet lists, where required; and
e) Avoidance of multiple negatives.
ii. The information in the draft offer document is presented in a clear, concise, and
intelligible manner, adhering to the following standards:
a) Clear and concise sections, paragraphs and sentences;
b) Descriptive headings and subheadings wherever necessary;
c) Avoidance of legal and technical terminology; and
d) Clarification of technical and complex terms, if any, used to explain the business of
the issuer/other matters in simple terms.
iii. The draft offer document avoids:
a) Complex presentations that may make the substance of the disclosures
incomprehensible;
b) Vague, ambiguous and imprecise explanations which may lead to more than one
interpretation;
77 Omitted vide SEBI circular no, SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 date March 11, 2025. Before
omission it read as “draft letter of offer”
78 Omitted vide SEBI circular no, SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 date March 11, 2025. Before
omission it read as “rights issue”
Page 60 of 144
c) Complex information quoted or copied from legal documents, unless accompanied
with clear and concise explanation of the provision(s) therein;
d) Repetition of disclosures in different sections of the document which may increase
the size of the document but does not improve the quality or efficacy of information,
unless the context requires otherwise; and
e) Inconsistency in the numbers/ data/ facts provided in different sections of the offer
document or between the draft offer document and subsequent submission(s)
made in response to clarifications sought.
iv. The risk factors are appropriately worded in simple, clear and unambiguous language
to bring out clearly the risk to the investor, without undermining the same.
1.2. The draft offer document requires:
i. Substantial revision or addenda on key disclosures, in accordance with the
clarifications / explanations sought on the draft offer document; or
ii. Corrective measures on account of regulatory interpretation.
1.3. The information required to be included in the draft offer document is not clearly
understandable without the necessity of referring to the general rules and regulations.
Illustration: If an issue is filed under regulation 6(2) of the regulations, the draft offer
document shall clearly specify the exact requirement under regulation 6(1) which has not
been met by the issuer, instead of merely stating that the document is filed under
regulation 6(2) of the Regulations.
1.4. Where any other regulatory authority/enforcement agency has expressed material
concern with regard to issue / draft offer document filed by the issuer.
On return of the draft offer document, the issuer shall ensure to seek/undertake remedial
measures with the relevant regulator prior to resubmission of the document.
1.5. Where there are any pending litigation matters in any court or tribunal having an impact
on the issue with regard to eligibility criteria provided under ICDR Regulations for the
issue / draft offer document filed by the issuer.
For purpose of eligibility criteria as mentioned in above para, Regulation 5, Regulation 61,
Regulation 102, Regulation 213 and Regulation 228 of ICDR Regulation may be referred.
2. Resubmission of Draft Offer Document:
2.1. While there shall be no requirement for payment of any fees on account of resubmission
of draft offer document, the requirement for paying applicable fees for the changes, if any,
in terms of changes specified in Schedule XVI of the ICDR Regulations for the updated
Page 61 of 144
offer document shall continue to apply as is applicable to issuer for updation in offer
document.
2.2. There shall be no refund of the filing fees on account of non-submission of draft offer
document by the issuer after return.
2.3. The issuer, within two days of resubmission of draft offer document with the Board, shall
make a public announcement in the mode and manner as specified under ICDR
Regulations, as applicable, and the issuer shall also include a disclosure that it is a
resubmitted document.
2.4. Issuer shall make written intimation to its sectoral regulator, if any, informing about the
return and resubmission of the draft offer document, as applicable.
The Issuer and the Lead Manager(s) shall ensure that the draft offer document is resubmitted
only after addressing insufficiency for which the draft offer document was returned and such
draft offer document is in compliance with provisions of ICDR Regulations and other
applicable laws.
Page 62 of 144
Annexure IV
Reference chart for calculation of minimum compensation in case of non-
allotment of specified securities to applicants (Retail Individual Investors) in an IPO
Example - Security A
Issue Price: 300
Listing Price: 325
Minimum Bid lot: 20 shares
Total No. of Applications No. of Equity Shares applied in Shares No. of times
received from RII all valid applications Reserved Subscribed
(A) valid ap(pBl)ic ations for (RCII)s (D)=B/C
2,00,000 3,28,00,000 35,00,000 9.37
In this case maximum possible allottees is 35,00,000/20 = 1,75,000
The basis of allotment is determined by Lead Managers in consultation with the Stock
Exchanges as under:
No. of No. of investors No. of shares
No. of retail Total No. of
No. Shares who shall receive Allotment allotted per
Investors Shares
of at minimum bid-lot Ratio allottee
applying at applied for
Lots each (to be selected on Determined (minimum lot
each lot at each lot
lot lottery) size)
A B C D=(B*C) E F = E:C G
8750= (175000/200 20
1 20 10,000 200,000
000)*10000 7:8
2 40 10,000 400,000 8,750 7:8 20
3 60 10,000 600,000 8,750 7:8 20
4 80 10,000 800,000 8,750 7:8 20
5 100 20,000 2,000,000 17,500 7:8 20
6 120 20,000 2,400,000 17,500 7:8 20
7 140 15,000 2,100,000 13,125 7:8 20
8 160 20,000 3,200,000 17,500 7:8 20
9 180 10,000 1,800,000 8,750 7:8 20
10 200 15,000 3,000,000 13,125 7:8 20
11 220 10,000 2,200,000 8,750 7:8 20
12 240 10,000 2,400,000 8,750 7:8 20
13 260 10,000 2,600,000 8,750 7:8 20
14 280 5,000 1,400,000 4,375 7:8 20
15 300 15,000 4,500,000 13,125 7:8 20
16 320 10,000 3,200,000 8,750 7:8 20
Total 200,000 32,800,000 175,000
In this case if the number of shares applied by an applicant whose bid was unsuccessful due
to failure/error on part of SCSB is 20 shares or multiples thereof, then the minimum
compensation is calculated as under:
Compensation = (Rs.325-Rs.300) *20*(7/8) = Rs.437.50
Page 63 of 144
Annexure V
For recognition as an Innovators Growth Platform Investor for the purpose of Innovators
Growth Platform, the investor having a demat account with a Depository shall submit the
following documents with the Stock Exchanges/Depositories or Brokers/Depository
Participants:
I. In case of Individual / HUF
i) Copy of PAN Card.
ii) Copy of Aadhaar Card or Copy of Valid Passport.
iii) Income tax return of last 3 financial years
iv) Certificate from practicing chartered accountant stating total gross income
(annually) and liquid net worth as on date of application. Working of Liquid Net
worth shall be given as an Annexure to the certificate. The same shall be
calculated as follows:
Capital + Free Reserve
Less: non allowable assets
(a) Fixed assets
(b) Pledged Securities
(c) Non-allowable securities (unlisted securities)
(d) Doubtful debts and advances*
(e) Prepaid expenses, losses
(f) Intangible assets
(g) 30% value of marketable securities
* Explanation – Includes debts/advances overdue for more than three
months or given to associates and to related parties.
v) Where the individual has been debarred or disciplinary action has been taken
against investor by SEBI, RBI or any other regulatory body, then the debarment
period or disciplinary action should be over. In case of a Non Resident Indian, he
or she shall confirm that he or she has not been restricted from accessing
securities market by the country of jurisdiction where he or she resides.
Page 64 of 144
vi) Declaration from investor which will state that:
9.1. he/she/it, is not a willful defaulter as defined under Regulation 2(1)(III) of the ICDR
Regulations.
9.2. he/she/it, is not a fugitive economic offender as defined under Regulation 2(1)(p) of
ICDR Regulations.
9.3. he/she/it, is not in violation of Regulation 34 of SEBI (Delisting of Equity Shares)
Regulation, 2021.
9.4. he/she/it, is not in violation of the restrictions imposed by SEBI under SEBI circular no.
SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01, 2017.
9.5. he/she/it, is in compliance with RBI regulations, if applicable.
9.6. that the investment in the Companies are in compliance with RBI norms, if applicable.
9.7. that the submissions made to the Exchange/Depository are true and correct and if
found incorrect, the Exchange/Depository reserves the right to reject the application
and take necessary action.
9.8. that in case of ineligibility due to change in the financial status of the Innovators
Growth Platform Investors, he/she/it shall inform the Stock
Exchange/Depository of such ineligibility.
II. In case of body corporate (including LLP)
i) Certificate of Incorporation.
ii) If the body corporate is registered with any regulatory body such as RBI, IRDA,
etc., then certificate of such valid registration from such regulatory body.
iii) Copy of PAN card of body corporate.
iv) Copies of Financial Statements of last three financial years.
v) Copies of Income tax return of last three financial years.
vi) Certificate from statutory auditor of the body corporate stating net worth as on
date of application. Working of net worth shall be given as Annexure to the
certificate.
vii) Certified copy of Board Resolution to make application for Innovators Growth
Platform Investor as per IGP norms.
viii) Declaration from Managing Director/Designated Partner/authorized person that:
a) the body corporate or its promoters/partners or directors are not wilful
defaulter as defined under Regulation 2(1)(lll) of ICDR Regulations,
2018.
b) the promoters/partners or directors of the body corporate are not a
fugitive economic offender as defined under Regulation 2(1)(p) of ICDR
Regulations, 2018.
c) the body corporate or its promoters/partners or whole-time directors
should not be in violation of the provisions of Regulation 34 of the SEBI
Delisting Regulations, 2021.
Page 65 of 144
d) the body corporate or its promoters/partners, its directors should not be
in violation of the restrictions imposed by SEBI under SEBI circular no.
SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01,2017.
e) the body corporate is in compliance with RBI Regulations, if applicable.
f) that the investment made in the Companies are within the limit
prescribed by the RBI and if investments exceed the prescribed limit,
then approval of RBI for the same has been obtained, in case the same
is applicable.
g) that the submissions made to the Exchange/Depository are true and
correct and if found incorrect, the Exchange/Depository reserves the
right to reject the application and take necessary action.
h) that in case of ineligibility due to change in the financial status of the
Innovators Growth Platform Investor, it shall inform the Stock
Exchange/Depository of such ineligibility
Page 66 of 144
Annexure VI
Table I: ISD for public issue of specified securities
Sr. Particular Field Description Source for information Timeline for
No. submission
In Principle Approval Stage
1 ISIN ISIN
2 Corporate Identity Number (CIN) of the Listed Entity CIN
3 Permanent Account Number (PAN) PAN
4 Name of the Issuer Name of Issuer
5 Promoter(s) Name of Promoter/s
6 Name of Company Secretary and Compliance Officer Name
7 Email Id of Compliance Officer EMAIL ID Data from 1 to
8 Website URL 23 shall be
submitted by
9 Registered office Address Address
Issuer along with the Lead Manager
10 Registered office Region Select
Lead Managers before grant of
11 Corporate Office Address Address in principle
12 Corporate Office Region Select approval by
13 Platform Main Board/SME/SME Start-up the
Exchange(s)
14 Mode of issue Book Building/Fixed Price
Eligibility of the Issue SEBI ICDR Regulations 2018
15
(6(1),6(2),etc.)
16 Tentative No. of shares Number of Shares
17 Estimated Total Issue Amount (Rs. In crores) Amount
18 Face Value (Rs.) Face Value Per Share
19 Industry Select
Page 67 of 144
Sr. Particular Field Description Source for information Timeline for
No. submission
20 Name of LM / BRLM Name of LM / BRLM
21 Name of RTA Name of RTA
22 Name of the Market Maker Name Issuer along with the
Lead Managers
23 Listing Sought at Options: Only BSE / Only NSE
/ Only MSEI / BSE & NSE /
BSE & MSEI / NSE & MSEI /
BSE, NSE & MSEI
Listing Stage
24 ISIN ISIN
25 Corporate Identity Number (CIN) of the Listed Entity CIN
26 Permanent Account Number (PAN) PAN
27 Designate Stock Exchange Name of the Exchange
28 Issue Open Date Date
29 Issue Close Date Date
30 Price Band In Rs.
Data from 24
31 Discount (Rs.) In Rs. to 50 shall be
32 Composition of Issue Fresh / OFS / Fresh & OFS Issuer along with Lead submitted by
Managers Lead Manager
33 Fresh Issue shares No. of shares
before grant of
34 Offer for sale No. of shares
Listing
35 Total Issue of shares No. of shares approval by
36 Allocation to Anchor No. of shares the
37 Allocation to QIB No. of shares Exchange(s)
38 Allocation to RII No. of shares
39 Allocation to NII No. of shares
40 Allocation to Reservation Portion No. of shares
41 Market Maker Reservation portion No. of shares
42 Allocation to Any other No. of shares Issuer along with Lead
43 Minimum Application Lot Size No. of shares Managers
Page 68 of 144
Sr. Particular Field Description Source for information Timeline for
No. submission
44 Final Issue Price per share (Rs.) In Rs.
45 Issue Size (Rs.in Crores) Rs. in Crores
46 Issue subscription (no. of times) Number
47 Post Issue No. of shares No. of shares
48 Scrip ID Character
49 Scrip Code Number
50 Listing Date Date
Page 69 of 144
Table II: ISD for preferential issue of specified securities
Sr. Particular Field Description Source for Timeline for
No. information submission
In Principle approval stage
1 Name of the listed entity Name of the listed entity
2 ISIN ISIN
3 Corporate Identity Number (CIN) of the Listed CIN
Entity
4 Permanent Account Number (PAN) PAN
5 BSE Scrip code
6 NSE Symbol
7 MSEI Symbol
8 Board resolution approving the issue of Date Data from 1
specified securities to 18 shall be
submitted by
9 Copy of notice sent to shareholders Notice Copy
the issuer
Issuer
10 Object of the Issue As per Notice/offer document
before grant
11 Category of Allottee Option - Promoter/Non Promoter/ Promoter and of in principle
Non-promoters approval by
12 Security Type (no. of securities) Option - Equity/Options/Warrant/Convertible/NCD + the
warrants/Convertible other than warrants – (No. of Exchange(s)
securities)
13 Security Type (amount to be raised) Option - Equity/Warrant/Convertible/NCD +
warrants/Convertible other than warrants –
(Amount)
14 Consideration Option - Cash/conversion of Loan/Acquisition of
Assets/other
15 Relevant Date Option - date/future relevant date i.e. at the time of
conversion
16 Minimum Issue Price In Rs. Issuer
Page 70 of 144
Sr. Particular Field Description Source for Timeline for
No. information submission
17 Terms of Payment % of payment on application (100/25/other specify)
18 Name of Allottees List
Listing Stage
19 Name of the listed entity Name of the listed entity
20 ISIN ISIN
21 Corporate Identity Number (CIN) of the Listed CIN
Entity
22 Permanent Account Number (PAN) PAN
23 BSE Scrip code Data from 19
to 31 shall be
24 NSE Symbol
submitted by
25 MSEI Symbol
Issuer the issuer
26 Date of Allotment of shares Date
before grant
27 Offer Price per security In Rs. of trading
28 Total number of shares allotted No. of shares approval by
the
29 Amount Raised Rs. in Lakhs
Exchange(s)
30 Lock-in of Shares option - No. of equity shares locked-in for 6 / 12 / 18
/ 36 Months
31 Number of equity shares Listed No. of shares
32 Date of Listing Date
Exchange
33 Date of Trading Approval Date
Page 71 of 144
Table III: ISD for qualified institutions placement
Sr. Particular Field Description Source for Timeline for
No. information submission
In Principle approval stage
1 Name of the listed entity Name of the listed entity
2 ISIN ISIN
3 Corporate Identity Number (CIN) of the Listed Entity CIN
4 Permanent Account Number (PAN) PAN
Data from 1 to
5 BSE Scrip code*
14 shall be
6 NSE Symbol
submitted by
7 MSEI Symbol the Lead
Issuer along with
8 Board resolution approving the issue of specified Date Manager
Lead Manager
securities before grant of
in principle
9 Object of the Issue (As per Notice/offer document)
approval by
10 Date of Shareholders approval for placement with QIBs Date
the
11 Issue Size Applied for (No of Shares/Rs. in crores) No of shares/Rs. in crores
Exchange(s)
12 Provision for discount %
13 Listed at Name of the Stock
Exchange(s)
14 Name of the Merchant Banker(s) Name
Listing Stage
15 Name of the listed entity Name of the listed entity Data from 15
16 ISIN ISIN to 32 shall be
Issuer along with submitted by
17 Corporate Identity Number (CIN) of the Listed Entity CIN
Lead Manager the Lead
18 Permanent Account Number (PAN) PAN
Manager
19 BSE Scrip code
before grant of
20 NSE Symbol Issuer along with trading
Page 72 of 144
Sr. Particular Field Description Source for Timeline for
No. information submission
21 MSEI Symbol Lead Manager approval by
22 Relevant Date Date the
Exchange(s)
23 Minimum Issue price (Per security) in Rs.
24 Bid Opening date Date
25 Bid Closing date Date
26 Date of allotment of shares in Rs.
27 Discount per shares availed in Rs.
28 Issue Price (per share) in Rs.
29 No. of Shares Allotted No. of shares
30 Final Issue Size (Rs. in crores) in Rs.
31 Category of Allotees Character
32 No. of Allottees Number
33 Date of Listing Date
Exchange
34 Date of Trading Approval Date
Page 73 of 144
Table IV: ISD for rights issue of specified securities
Sr. Particular Field Description Source for Timeline for
No. information submission
In Principle approval stage
1 Name of the Company Name
2 ISIN ISIN
Corporate Identity Number (CIN) of the CIN
3
Listed Entity
4 Permanent Account Number (PAN) PAN
5 BSE Scrip code
6 NSE Symbol [Data from 1 to
7 MSEI Symbol 14 shall be
submitted by
Board resolution approving the issue of Date
8 the issuer
specified securities Issuer [***]79
before grant of
9 Object of the Issue As per Notice/offer document
in principle
Security Type (no. of securities) Option - Equity/Warrant/Convertible/NCD +
approval by the
10 warrants/Convertible other than warrants – (No.
Exchange(s)]80
of securities)
Security Type (amount to be raised) Option - Equity/Warrant/Convertible/NCD +
11 warrants/Convertible other than warrants –
(Amount)
Consideration Option - Cash/conversion of Loan/Acquisition of
12
Assets/other
13 Terms of Payment % of payment on application (100/25/other
79 Omitted vide SEBI circular no, SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 date March 11, 2025. Before omission it read as “in consultation with Lead Manager (if appointed)”
80 Substituted vide SEBI circular no, SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 date March 11, 2025. Before substitution it read as under:
“Data from 1 to 14 shall be submitted by the Lead Manager or the Issuer (in case Lead Manager is not required to be appointed) before grant of in principle approval by the
Exchange(s)”
Page 74 of 144
Sr. Particular Field Description Source for Timeline for
No. information submission
specify)
14 Name of Merchant Banker, if any Name
Listing Stage
15 Name of the Company Name
16 ISIN ISIN
Corporate Identity Number (CIN) of the CIN
17
Listed Entity
18 Permanent Account Number (PAN) PAN
19 BSE Scrip code
Data from 15 to
20 NSE Symbol 33 shall be
21 MSEI Symbol submitted by
22 Record Date Date the Lead
Manager or the
23 Rights Ratio x:y Issuer in consultation
issuer (in case
with Lead Manager (if
24 Offer price (per share) In Rs.
Lead Manager
appointed)
25 Issue opening date Date is not required
26 Issue closing date Date to be
appointed)
27 Right entitlement opening date Date
before grant of
28 Right entitlement closing date Date
trading
29 Date of Allotment of shares Date approval by the
30 Number of shares allotted No. of shares Exchange(s)
31 Number of shares kept in abeyance No. of shares
32 Amount Raised Rs. in Lakhs
33 Number of shares Listed in the issue No. of shares
34 Date of Listing Date
Exchange
35 Date of Trading Approval Date
Page 75 of 144
Page 76 of 144
Table V: ISD for issue of American Depository Receipts (ADRs) / Global Depository Receipts (GDRs)
Sr. Particular Field Description Source for Timeline for
No. information submission
In Principle approval stage
1 Name of the listed entity Name
2 ISIN ISIN
3 Corporate Identity Number (CIN) of the Listed Entity CIN Data from 1
4 Permanent Account Number (PAN) PAN to 12 shall be
submitted by
5 BSE Scrip code
the issuer
6 NSE Symbol
Issuer before grant
7 MSEI Symbol
of in principle
8 Board resolution approving the issue of specified securities Date approval by
9 Copy of notice sent to shareholders Notice Copy the
Exchange(s)
10 Object of the Issue As per Notice/offer document
11 Security Type (amount to be raised Rs. In Lakhs) Option -ADR/GDR – (Amount)
12 ADR/GDR listing Exchange Name of the Exchange
Listing Stage
13 Name of the listed entity Name
Data from 13
14 ISIN ISIN
to 26 shall be
15 Corporate Identity Number (CIN) of the Listed Entity CIN
submitted by
16 Permanent Account Number (PAN) PAN the issuer
17 BSE Scrip code Issuer before grant
of trading
18 NSE Symbol
approval by
19 MSEI Symbol
the
20 Relevant Date Date Exchange(s)
21 Name of Allottees List
Page 77 of 144
Sr. Particular Field Description Source for Timeline for
No. information submission
22 Offer Price (Per Share) In Rs
23 Date of Allotment of shares Date
24 Number of shares allotted No. of shares Issuer
25 Amount Raised Rs. in Lakhs
26 Number of Equity shares Listed No. of shares
27 Date of Listing Date
Exchange
28 Date of Trading Approval Date
Page 78 of 144
Table VI: ISD for issue of Foreign Currency Convertible Bonds (FCCBs)
Sr. Particular Field Description Source for Timeline for
No. information submission
In Principle approval stage
1 Name of the listed entity Name
2 ISIN ISIN
3 Corporate Identity Number (CIN) of the Listed Entity CIN
4 Permanent Account Number (PAN) PAN Data from 1 to
5 BSE Scrip code 13 shall be
submitted by
6 NSE Symbol
the issuer
7 MSEI Symbol
Issuer before grant
8 Board resolution approving the issue of specified securities Date of in principle
approval by
9 Copy of notice sent to shareholders Notice Copy
the
10 Object of the Issue As per Notice/offer document
Exchange(s)
11 Security Type (no. of security) No. of Bonds of face value (in Rs.)
12 Security Type (amount to be raised) Rs. in Lakhs/Foreign currency
13 Consideration Option - Cash/Restructuring of
FCCB/other
Listing Stage
14 Name of the listed entity Name Data from 14
15 ISIN ISIN to 28 shall be
submitted by
16 Corporate Identity Number (CIN) of the Listed Entity CIN
Issuer the issuer
17 Permanent Account Number (PAN) PAN
before grant
18 BSE Scrip code of trading
19 NSE Symbol approval by
20 MSEI Symbol Issuer the
Page 79 of 144
Sr. Particular Field Description Source for Timeline for
No. information submission
21 Relevant Date Date Exchange(s)
22 Offer price per share In Rs.
23 Name of Allottees List
24 Conversion Price of Currency In Rs.
25 Date of Allotment of shares Date
26 Number of shares allotted No. of shares
27 Amount Raised Rs. in Lakhs
28 Number of shares Listed No. of shares
29 Date of Listing Date
Exchange
30 Date of Trading Approval Date
Page 80 of 144
Table VII: ISD for Buy-back of equity shares through tender offer
Sr. Particular Field Description Source for Remarks
No. information
Pre Issue stage
1 Company Name of Company
2 ISIN ISIN
3 BSE Scrip Code
4 NSE Symbol
5 MSEI Symbol
6 Issue Type Buyback
7 Method of Buyback Tender Offer
8 Board Meeting Date Date
ISD data from
9 Date of declaration of results of the postal ballot, if Date point 1 to 39
applicable shall submitted
10 Date of Public Announcement Date by the Listed
11 Record Date Date Listed Entity Entity before
issuance of
12 Buyback Opening Date Date
Buyback
13 Buyback Closing Date Date
opening notice
14 Buyback Offer No. of Shares by the
15 Buyback Price Amount in Rupees Exchange(s)
16 Aggregate consideration not exceeding Amount in Rupees
17 Equity Shares Reserved for Small Shareholders No. of Shares
18 Equity Shares under General Category No. of Shares
19 Participation by Promoter(s) Yes/ No
20 Promoter(s) Declared Its intention to tender shares up to No. of Shares
21 Details of the escrow account Bank Name Listed Entity
Page 81 of 144
Sr. Particular Field Description Source for Remarks
No. information
22 Promoter(s) holding Pre Buyback No. of Shares & Percentage
23 Promoter(s) tentative holding Post Buyback No. of Shares & Percentage
24 Stock Exchanges Name of the Exchange(s) where
company is listed
25 Designated Stock Exchange Name of the Exchange
26 Company’s Broker/ Buyer Broker Name and Code of the Broker
27 Manager(s) to the Buyback Investment Banker
28 Last date for the receipt of completed Tender Forms and Date
other specified documents including physical share
certificates (as applicable) by the Registrar
29 Last date for providing Acceptance/non-Acceptance to Date
the Stock Exchanges by the Registrar to the Buyback
30 Last date for settlement of bids on the Stock Exchanges Date
31 Last date for return of unaccepted Equity Shares by Date
Stock Exchanges to Eligible Shareholders/Stock Brokers
32 Last date for payment of consideration to Eligible Date
Shareholders
who participated in the Buyback
33 Last date for extinguishment of Buyback Equity Shares Date
34 Postal Ballot Notice PDF Document
35 Letter of Offer PDF Document
36 Public Announcement PDF Document
37 Registrar to Offer Name of the Registrar
38 Registrar to Offer Contact Details
39 Name of Company Secretary Name and contact details like Listed Entity
Mail id of the Company Secretary
Post Issue stage
Page 82 of 144
Sr. Particular Field Description Source for Remarks
No. information
40 Company Name of Company
41 ISIN ISIN
42 BSE Scrip Code
43 NSE Symbol
ISD data from
44 MSEI Symbol 40 to 52 shall
45 Date of post buyback public announcement Date be submitted
by the Listed
46 Post buyback public announcement Attachment
Entity before /
Listed Entity along with
47 Issued, Subscribed and Paid-up Capital Post-Buyback No. of Shares
submission of
Post Buy back
48 Issued, Subscribed and Paid-up Capital Pre-Buyback No. of Shares Public
49 Total number of Equity Shares bought back pursuant to No. of Shares Advertisement
the Buyback to Exchange(s)
50 Total amount utilized in the Buyback Amount in Rupees in Crores
51 Promoter(s) holding Post Buyback No. of Shares
52 Promoter(s) holding Post Buyback Percentage
Page 83 of 144
Table VIII: ISD for Buy-back of equity shares from the open market
Sr. No. Particular Field Description Source for information Remarks
Pre Issue stage
1 Company Name of Company
2 Scrip Code Scrip Code
3 ISIN No. ISIN No
4 Issue Type Buyback
5 Method of Buyback Open Market
6 Board Meeting Date Date ISD data from 1 to
7 Shareholders Resolution Date, if applicable Date 16 shall be
submitted by the
8 Date of Public Announcement Date
Listed Entity before /
9 Buyback Opening Date Date Listed Entity
along with Issue
10 Buyback Closing Date Date opening application
11 Maximum Buyback Price (Rs,) Amount in Rupees with the
Exchange(s)
12 Maximum No of shares to be bought back No. of Shares
13 Company’s Broker/ Buyer Broker Name
14 Manager to Buyback Offer Investment Banker
15 Listed capital (No of shares) No. of Shares
16 Promoter(s) holding Pre Buyback No. of Shares &
Percentage
Post Issue stage
17 Total No of shares bought back No. of Shares ISD data from 17 to
22 shall be
18 Date of Closure of Buyback Date
submitted by the
Listed Entity
19 Post Buyback Capital No. of Shares Listed Entity before /
along with Issue
20 Post Buy Back Public Announcement Date
closure application
with the
21 Post Buy Back Public Announcement PDF Attachment Listed Entity
Page 84 of 144
Sr. No. Particular Field Description Source for information Remarks
Exchange(s)
22 Promoter(s) holding Post Buyback No. of Shares &
Percentage
Page 85 of 144
Table IX: ISD for open offer under SEBI SAST Regulations
Sr. Particular Field Description Source for information Remarks
No.
Pre tendering stage
1 Name of the Target Company Name
2 ISIN of the Target Company ISIN
3 Exchanges where Target Company listed Name
4 Name of the Acquirer(s) Name
5 Name of the Person(s) Acting in Concert with Name
Acquirer(s)
ISD data from
6 Type of Offer Type of offer under SEBI SAST
point 1 to 21
Regulations: Substantial
shall submitted
acquisition (Reg. 3(1))/
by the
Consolidation of holdings (Reg. Acquirer / Manager to the
Manager to the
3(2)) / Acquisition of control (Reg. Open Offer
Open Offer
4) / Indirect acquisition (Reg. 5) /
before
Delisting offer (Reg. 5A) /
issuance of
Voluntary offer (Reg. 6) /
Open offer
Conditional offer (Reg. 19) /
notice by the
Competing offer (Reg. 20)
Exchange(s)
7 Number of fully paid up shares to be acquired number & % of paid-up capital
8 Number of partly paid up shares to be number & % of partly paid-up
acquired capital
9 Offer price per fully paid up share Rs.
10 Offer price per partly paid up share Rs.
11 Offer size Rs. Million Acquirer / Manager to the
Open Offer
Page 86 of 144
Sr. Particular Field Description Source for information Remarks
No.
12 Tendering start date date
13 Tendering closing date date
14 Manager(s) to the Offer Name & contact detail
15 Registrar to offer appointed by Acquirer Name & contact detail
16 Stock Broker appointed by acquirer, if Name & contact detail
applicable
17 Name of Company Secretary of Target Name and contact details like Mail
Company id of the Company Secretary
18 Designated Stock Exchange Name of the Exchange
19 Public Announcement PDF document
20 Detailed Public Statement PDF document
21 Letter of Offer PDF document
Post tendering stage
22 Number of fully paid up shares acquired in number
ISD data from
offer
Acquirer / Manager to the 22 to 32 shall
23 Number of partly paid up shares acquired in number Open Offer be submitted
offer by the
24 Number of fully paid-up shares acquired as % number & % of paid-up capital Acquirer / Manager to the Manager to the
of paid-up capital Open Offer Open Offer
Page 87 of 144
Sr. Particular Field Description Source for information Remarks
No.
25 Number of partly paid-up shares acquired as number & % of partly paid-up before / along
% of partly paid-up capital capital with
submission of
26 Offer price paid for fully per paid up share Rs.
Post Offer
Announcement
27 Offer price paid for per partly paid up share Rs.
to Exchange(s)
28 Date of payment/settlement date
29 Consideration paid in open offer (in Rs.) Rs. in Million
30 Detail of interest paid due to delay in payment amount
31 Post offer shareholding of Acquirer and PAC Number of shares & %
32 Post Offer Announcement PDF document
Page 88 of 144
Table X: ISD for voluntary delisting of equity shares where exit opportunity is required
Sr. Particular Field Description Source for Remarks
No. information
Pre tendering stage
1 Company Name of Company
2 ISIN ISIN
3 Scrip ID Character
4 Scrip Code Number
5 Registered Office of the Company Address
6 Corporate Office of the Company Address
7 Names & addresses of promoters Name & Address
8 Shareholding of promoter & promoter group Number of shares & %
Data from 1 to
9 Name of Company Secretary and Compliance Officer Name of CS
45 shall be
10 Email Id of Compliance Officer EMAIL ID
submitted by
11 Website address URL
the Manager to
12 Exchanges where listed Name Manager to the Offer the Offer
13 Platform Small company/ other before grant of
than Small Company in principle
14 Delisting Type Voluntary Delisting / approval by
Delisting Offer under the
Regulation 5A of SEBI Exchange(s)
SAST Regulations
15 Name of Registrar to Offer Name
16 Email Id of Registrar to Offer EMAIL ID
17 Helpline number of Registrar to Offer Number
18 Manager(s) to the Offer Name
19 Email Id of Manager to Offer EMAIL ID
20 Helpline number of Manager to Offer EMAIL ID
21 Name of the Acquirer(s) Name Manager to the Offer
Page 89 of 144
Sr. Particular Field Description Source for Remarks
No. information
22 Shareholding of Acquirer(s) Number of shares & %
23 Name of the Person(s) Acting in Concert Name
24 Shareholding of the Person(s) Acting in Concert Number of shares & %
25 Delisting from BSE/ NSE
26 Initial public announcement PDF Document
27 Date of approval of Board of Directors of Target Date
Company in respect of the proposal of the acquirer to
delist the equity shares
28 "Reference date" for determination of floor price Date
29 Floor Price Rs. Per Equity Share
30 Indicative Price if any Rs. Per Equity Share
31 Revised Indicative price if any Rs. Per Equity Share
32 Date of revised Indicative price if any Date
33 Date of approval of shareholders through special Date
resolution
34 Date of In-principle approval granted by the Stock Date
Exchanges
35 Detailed public announcement PDF Document
36 'specified date’ for determining the names of the Date
shareholders to whom the letter of offer shall be sent
37 Designated Stock Exchange Name
38 Letter of Offer PDF document
39 News Paper publication w.r.t Recommendations of the PDF document
Committee of independent directors
40 Tendering start date Date
41 Last date for upward revision or withdrawal of bids Date
42 Tendering closing date Date
43 Last date for announcement of counter offer Date Manager to the Offer
Page 90 of 144
Sr. Particular Field Description Source for Remarks
No. information
44 Last date for Public Announcement regarding success or Date
failure of the Delisting Offer
45 Proposed date for payment of consideration to public Date
shareholders who validly tendered in the delisting offer
Post tendering stage
46 Discovered price Rs. Per Equity Share
47 Exit Price, if higher than the discovered price (Pursuant Rs. Per Equity Share
to Regulation 20(6) of SEBI Delisting Regulations)
48 Date of counter offer (if applicable) Date
49 Counter offer price (if applicable) Rs. Per Equity Share
Data from 46
50 Book value per equity share if counter offer is provided Rs. Per Equity Share
to 58 shall be
(as per Regulation 22(5) of the SEBI Delisting
submitted by
Regulations)
the Manager to
51 Date of payment/ settlement Date
the Offer
52 Consideration paid in voluntary delisting (in Rs.) Rs. in Million Manager to the Offer
before grant of
53 Detail of interest paid due to delay in payment Amount
Final Delisting
54 Post offer shareholding of Acquirer / PAC Number of shares & % approval by
55 Post offer shareholding of Public Number of shares & % the
56 Date of issuance of final notice for voluntary delisting by Date Exchange(s)
the Stock Exchange
57 Last date for remaining shareholders to tender equity Date
shares
58 Effective date of delisting (as mentioned in Exchange's Date
final notice)
Page 91 of 144
Annexure VII
CERTIFICATION BY SELF CERTIFIED SYNDICATE BANKS (SCSBs) FOR IMPLEMENTATION OF
ASBA
Note: All banks which are desirous of acting as SCSBs for ASBA facility are required to submit to SEBI a
certificate as per the format provided hereunder. Upon receipt of this certificate, the bank’s name shall be
included by SEBI in the list of eligible SCSBs who can accept application from investors.
Format of certificate to be submitted by SCSBs
(i) “We, [Name of the Bank] , hold a valid certificate of registration as a Banker to an Issue under
the SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number is valid up
to _______.
(ii) We have an arrangement with at least one of the stock exchange(s) that provide the
electronic bidding system, through a web-enabled interface, for uploading details of ASBA
(hereinafter referred to as “the Stock Exchange(s)”).
(iii) We hereby confirm that we have completed the UPI 2.0 certification process with National
Payments Corporation of India (NPCI) as an Issuer/Issuer & Acquirer/Acquirer. We have also
received a sign off from NPCI on same for go live and are interested to become an SCSB. The
certification done and sign off received from NPCI consists of the cases inclusive ASBA use case.
(iv) We have undertaken the mock trial run of our systems for ASBA, with the Stock Exchange(s) and
Registrar(s) and have satisfied ourselves that we have adequate systems/ infrastructure in place
at our Controlling Branch/ Designated Branches to fulfill our responsibilities/ obligations as
envisaged in the ASBA facility within the timelines specified therein. These responsibilities/
obligations, inter‐alia, include:
a. Collection of physical and/ or electronic ASBA from the ASBA investors.
b. Capturing relevant details from the physical and/ or electronic ASBA.
c. Blocking funds to the extent of application money in the bank account specified in the ASBA
till finalisation of the basis of allotment or withdrawal/ failure of the issue or withdrawal/
rejection of the application, as the case may be.
d. Uploading details of the ASBA in the electronic bidding system of the Stock Exchange(s),
sending to and receiving from the Registrar(s) data pertaining to the ASBA and the issue, in a
secured form.
e. Ensuring that there is a proper segregation of applications/ amount/ data issue‐wise in respect
of various issues that may be open simultaneously.
f. Unblocking funds in the bank account specified in the ASBA upon receipt of request from
Registrar(s) and releasing the funds in favour of the issuer or unblocking of funds on
withdrawal/ rejection of the ASBA, and
Page 92 of 144
g. Unblocking funds in the bank account specified in the ASBA upon receipt of information on
withdrawal/ failure of the issue from the post issue merchant bankers through Registrar to an
issue.
h. Designating all branches as ‘Designated Branches’ for ASBA.
i. Offering facility to make application using UPI in public issues.
(v) We have systems in place to ensure that the amount blocked by us in the bank account specified
in the ASBA shall be available at all times, for the purpose of giving it to the issuer upon
finalisation of the basis of allotment.
(vi) We are responsible for any omission or commission on our part while discharging our role as
envisaged in the ASBA facility.
(vii) We have systems in place to satisfactorily redress complaints arising out of errors or delays on our
part to capture data, block or release funds, etc.
(viii) We have identified our controlling Branch and designated Branch(es), the names and contact
details of which are enclosed herewith.
(ix) We have identified the following official of our bank as the nodal officer for the purpose of ASBA
facility:
Name:____________________________
Designation: _______________________
Branch: ___________________________
Address: __________________________
Phone number(s): ___________________
Fax Number: _______________________
E‐mail ID: __________________________
(x) We undertake to inform changes, if any, in the aforesaid details furnished to SEBI, on as and
when basis.
I, _____________on behalf of , hereby confirm that we fulfil / undertake to fulfil all the
conditions stated above for becoming a SCSB.
Name and Signature of Authorised official of the Bank
Page 93 of 144
Annexure VIII
Details of the Mechanism
Step 1: Investor to submit the application form to any registered broker (non syndicate member)
and broker to upload the bid on the Stock Exchange platform.
a) Under the mechanism, an investor may submit the application indicating the mode of payment to
any registered broker of the Stock Exchange having its office in any of the broker centre of the Stock
Exchange.
b) Stock Exchanges shall provide for a mechanism to distinguish applications from syndicate and
non-syndicate members
c) Similar to secondary market transactions where the investor can check the status of its trade on the
Stock Exchange website, Stock Exchanges shall facilitate investors to view the status of their issue
applications on the websites of Stock Exchanges
d) All accepted applications shall be stamped and thereby acknowledged by the broker at the time of
receipt and will be uploaded on the Stock Exchange platform
e) Broker shall be responsible for uploading the bid on the Stock Exchange platform, submitting the
ASBA form to SCSB, etc. and liable for any failure in this regard.
f) Stock Exchanges shall take action against brokers who fail to comply with the requirements of this
circular and in case of repeated non-compliances; appropriate action shall be taken.
Step 2: Local Branch to mark for block funds, update electronic schedule and send it to the
controlling branch
Local branch of the collecting bank/SCSB shall update the schedule based on fund blocking and send it to
controlling branch
Step 3: Controlling branch shall consolidate the electronic schedule of all branches and send it to
the RTA
Controlling branch shall consolidate the electronic schedule of all branches, reconcile the amount blocked
with the bank balance and send the consolidated schedule to the RTA along with Final certificate
Step 4: RTA to follow the extant process for other modes
a) RTA shall reconcile the schedules received from the bank with the Stock Exchange data
b) It shall calculate the compensation payable to each broker and share the details with the Stock
Exchange
c) It may request for physical application forms directly from Brokers/SCSBs under exceptional
circumstances such as discrepancy in PAN/ demat account number/client ID, investor complaint,
etc
d) It will follow the usual process of reconciliation, allotment, refund, etc
Other important points
a) Acknowledgement by the broker shall form the basis of any complaint
b) Brokers shall be made responsible for complaints against the sub-brokers
c) Stock Exchanges shall disclose publicly the complaint and grievance redressal mechanism along
with monetary/non-monetary penalty as applicable
d) Issuer, Merchant Banker and Stock Exchange shall discuss and determine the commission that shall
be payable to the non-syndicate member
e) The commission that shall be payable to the non-syndicate member shall be disclosed upfront in the
offer document
Page 94 of 144
f) In order to determine to which syndicate or non-syndicate broker commission is payable to, the
terminal from which the bid has been uploaded will be taken into account
g) Quantum of commission payable shall be determined not on the basis of allotment, but on the basis
of applications which have been considered eligible for the purpose of allotment
h) Based on the total commission payable to the non-syndicate broker as calculated by the RTA, Issuer
shall disburse the amount to the Stock Exchange before listing and the Stock Exchange in turn shall
pay to the brokers through clearing corporation within 2 days from the receipt of money from the
issuer
i) Listing shall be withheld by the Stock Exchanges till the time issuer pays brokers’ commission to the
Stock Exchange
j) Issuer shall be liable to pay to the brokers for their activity even if the issuer withdraws the issue
during the issue period
Page 95 of 144
Annexure IX
Format for Submission of Details to Stock Exchanges
Name of the RTA / DP:
Registration No.
Nodal Officer
Name : xxx
Designation : xxx
Address : xxx
Telephone : xxx
Mobile : xxx
E-mail : xxx
SI. No State City Office Contact Contact Fax E-mail
Address Person Number
1. xxx xxx xxx xxx xxx xxx xxx
2.
3.
Page 96 of 144
Annexure X
A. General Instructions
1. The Application-Cum-Bidding Form (accompanied with abridged prospectus) would be printed in
a booklet form of A4 size paper.
2. White color form for Resident Indian, Eligible NRIs applying on a non-repatriation basis and Blue
color form for Eligible NRIs, FVCIs, FPIs, (foreign corporates or foreign individuals bidding under the
QIB Portion), on a repatriation basis.
3. Syndicate Member/SCSB to note that stamp of Broker/SCSB/DP/RTA Branch shall be done only
after bid has been uploaded.
B. Main Application Form
1. Top of the application form shall have a Colored identifier strap incorporating the name of the
issuer, ISIN number & type of form (Repatriation/Non-Repatriation Form).
2. 8 digit Application Number
3. Stamp/Serial Number/Code of Syndicate Member, Broker/ SCSB/ Sub-Agent /Sub-broker/ escrow
bank/Bank Branch/ DP/RTA
4. Name & Contact Details of First/Sole Applicant {Name, Address, Email (optional), Telephone No.
/ Mobile (optional)}
5. PAN of First/Sole Applicant
6. Bidders Depository Account Details – Check Box for NSDL and CDSL & single 16- digit field
(consisting of DP ID and Client ID)
7. Investor Category (Retail Individual, Non Institutional or QIB)
8. Investor Status (Separate Status for Repatriation/Non-Repatriation Form)
9. Bid Options –
a. Columns for Bid Options (Option 1, Option 2 or Option 3), Number of equity shares bid, Price per
equity shares (sub-columns for Bid price, discount (if any) and Net price)
b. Attention of investors to be drawn to instruction that only retail individual investors can bid at Cut-
off
c. Check-Box for Cut-Off
d. Instruction that
i. Bids must be in multiple of bid lot as advertised
ii. Price in multiples of Re 1 only.
iii. Number of shares and price per share be given in figures only
10. Payment Details:
a. Amount Blocked in figures & in words
Page 97 of 144
b. ASBA: Bank Account Number & Bank Name and Branch
11. A confirmation by the Applicant (on behalf of joint bidders) that he/she has read, understood and
agrees to such confirmations.
12. Signature of First/Sole Applicant (with date).
13. Signature of Account holder(s) upto 3 (in case of joint accounts) for ASBA.
14. Authorization for necessary action by SCSBs for making the application.
15. Broker/ SCSB / RTA / DP Stamp (Acknowledging upload of Bid in Stock Exchange System).
16. Acknowledgement Slip for Broker / SCSB / RTA / DP
a. 8 digit Application Number
b. Bidders Depository Account Details – Single 16-digit field (consisting of DP ID and Client ID)
c. PAN of First/Sole applicant
d. Amount Blocked less discount (if any) in figures
e. Payment Details (ASBA Bank Account No., Bank & branch)
f. Received from Name, Telephone/Mobile and Email of Bidder
g. Stamp & Signature of Banker
17. Acknowledgement Slip for Bidder
a. Columns for Bid Options (Option 1, Option 2 or Option 3), rows for Number of equity shares bid,
Bid price, Total Amount blocked
b. 8 digit Application Number
c. Name of First / Sole Applicant
d. Acknowledgement of Broker / SCSB / RTA / DP
e. Payment Details (ASBA Bank Account No., Bank & Branch)
C. Overleaf of main Application Form
1. Bidder’s Undertaking and Confirmations
2. Instructions corresponding to each item of main application form and specific instruction regarding:
a. Name (Name should be given exactly as appearing in DP records)
b. Instruction regarding PAN
c. Information regarding use of demographic details
d. Terms of Present Issue viz. Minimum & Maximum bid Size, Bid lot & Price Band, Margin Amount,
bidding instructions
e. Definition of Bid i.e. bid should be defined as ‘indication to make an offer’ and not as ‘an offer’.
f. Other instructions
g. Contact Details of First / Sole Applicant
h. Instructions with respect to payment / payment instrument
Page 98 of 144
i. Instructions at the back of Acknowledgement Slip
i. Company Contact Details
ii. Registrar Contact Details
iii. Contact persons in case of queries pertaining to allotment/credit of shares, submission and
upload of ASBA bids.
D. Bid Revision Application Form
1. Top of the application form shall have a Colored identifier strap incorporating the name of the
issuer, ISIN number & type of form (Repatriation/Non-Repatriation Form).
2. 8 digit Application Number (Same as that of Main Application form)
3. Stamp/Serial Number/Code of Syndicate Member, Broker/ SCSB/ Sub-Agent /Sub-broker/ escrow
bank/Bank Branch/ DP/RTA
4. Name of First/Sole Applicant
5. PAN of First/Sole Applicant
6. Bidders Depository Account Details – Check Box for NSDL and CDSL & single 16-digit field
(consisting of DP ID and Client ID)
7. Options for change of Bid
a. From
i. Columns for Bid Options (Option 1, Option 2 or Option 3), Number of equity shares bid, Price
per equity shares (sub-columns for Bid price, discount, if any and Net price)
ii. Check-Box for Cut-Off
iii. Watermark in background indicating Old Bid
b. To
i. Columns for Bid Options (Option 1, Option 2 or Option 3), Number of equity shares bid,
Price per equity shares (sub-columns for Bid price, discount, if any and Net price).
ii. Check-Box for Cut-Off.
iii. Watermark in background indicating Revised Bid.
c. Instruction that:
i. Bids must be in multiple of bid lot as advertised.
ii. Price in multiples of Re 1 only.
iii. Number of shares and price per share be given in figures only.
8. Payment Detail:
a. Additional Amount Blocked in figures & in words
b. ASBA: Bank Account Number & Bank Name and Branch
Page 99 of 144
9. A confirmation by the Applicant (on behalf of joint bidders) that he/she has read, understood and
agrees to such confirmations
10. Signature of First/Sole Applicant (with date)
11. Signature of ASBA Account holder(s) upto 3 (in case of joint accounts)
12. Authorization for necessary action by SCSBs for making the application
13. Broker/ SCSB / RTA / DP Stamp (Acknowledging upload of Bid in Stock Exchange System)
14. Acknowledgement Slip for Broker / SCSB / RTA / DP for Revised Bid
a. 8 digit Application Number
b. PAN of First /Sole Applicant
c. Bidders Depository Account Details – Check Box for NSDL and CDSL & single 16-digit field
(consisting of DP ID and Client ID)
d. Revised Amount Blocked less discount (if any) in figures
e. Payment Details (ASBA Bank Account Number & Bank Name and Branch)
f. Received from Name, Telephone/Mobile and Email of Bidder
g. Stamp & Signature of Banker
h. Watermark in background indicating Revised Bid
15. Acknowledgement Slip for Bidder for Revised Bid
a. Columns for Bid Options (Option 1, Option 2 or Option 3), rows for Number of equity shares
bid, Bid price, Revised Amount Blocked
b. 8 digit Application Number
c. Name of First/Sole Applicant
d. Acknowledgement of Broker / SCSB / RTA / DP
e. Payment Details: ASBA (Bank Account Number & Bank Name and Branch)
E. Overleaf of Bid Revision Application Form
1. Bidder’s Undertaking for revised bid separately drafted for Repatriation/Non- Repatriation Form).
2. Instructions corresponding to each item of revised form and specific instruction regarding:
a. Bid Price Revision clearly specifying that only excess amount (if any) is to be blocked
b. Attention of investors to be drawn to instruction that only retail individual investors can bid at
Cut-off
3. Issue Structure highlighting for different category of investors (Retail, Non Institutional and QIBs)
a. Number of equity shares (reservation if applicable)
b. Percentage of Issue available for allotment/allocation
c. Basis of allocation in case of oversubscription
d. Mode of allotment
Page 100 of 144
e. Allotment lot
f. Who can apply (Summary)
g. Terms of payment
Page 101 of 144
Annexure XI
Page 102 of 144
Page 103 of 144
Page 104 of 144
Page 105 of 144
Annexure XII
ROLE AND RESPONSIBILITIES OF INTERMEDIARIES
I. Role and Responsibilities of Self Certified Syndicate Bank (SCSBs)
Role and responsibilities of SCSBs shall include the following:
1. SCSB shall designate one branch as the Controlling Branch, which shall be the single point
interface for the Registrar to the Issue, Stock Exchange(s) and merchant bankers, for
co‐ordination/ communication.
2. SCSB shall identify Designated Branches at which Physical Application Supported by Blocked
Amount (Physical ASBA) can be submitted by investor.
3. SCSB shall ensure that a soft copy of the abridged prospectus of the relevant public issue is made
available on its website, along with the Electronic ASBA, so as to enable an investor to confirm that
he / she has read and understood the terms and conditions of the abridged prospectus, before
applying in the issue.
4. SCSB shall comply with the instruction given by the Stock Exchanges with regard to ASBA which
inter‐alia include instructions like -
(i) not accepting more one application per account per issue81
(ii) not to accept any ASBA after the specified closing time on the last day of the bidding period,
(iii) blocking the highest of the bid amount, in case there are more than one bid in ASBA.
5. SCSB shall give investors an acknowledgement for the receipt of ASBAs.
6. SCSB shall not upload any ASBA in the electronic bidding system of the Stock Exchange(s) unless
–
(i) it has received the ASBA in a physical or electronic form; and
(ii) it has blocked the application money in the bank account specified in the ASBA or has systems
to ensure that Electronic ASBAs are accepted in the system only after blocking of the adequate
application money in the relevant bank account opened with it.
7. SCSB shall ensure that the details of a particular ASBA are uploaded only once in the electronic
bidding system of any one of the Stock Exchanges. SCSB shall be solely responsible for the
completion and accuracy of all details entered/ uploaded on the electronic bidding system of the
Stock Exchange(s).
81 Inferred from para 8 of SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018
Page 106 of 144
8. In case of withdrawal of bids by investors during the bidding period, SCSB shall ensure deletion of
the withdrawn ASBA from the electronic bidding system of the Stock Exchange(s) and unblocking of
funds in the relevant bank account within the timelines specified in the ASBA facility.
9. SCSB shall send the following aggregate information as per the format specified by the Registrar
to the Issue, to the Registrar to the Issue after the closure of the bidding period, within the
timelines specified in the ASBA facility:
(i) Total number of ASBAs uploaded by the SCSB; and
(ii) Total number of shares and total amount blocked against the uploaded ASBAs
10. SCSB shall ensure that the bank accounts specified in the ASBAs are duly blocked to the extent of
the application money (including revision in bids, if any) till withdrawal/ rejection of the ASBAs or
receipt of instruction from the Registrar to the Issue for unblocking the bank accounts for the
purpose of transferring the funds to the issuer’s account designated for this purpose within the
timelines specified in the ASBA facility. The SCSB shall also ensure that the amount blocked by it
in the bank accounts specified in the ASBA form, shall be available at all times for transferring to
the issuer’s account designated for this purpose at the time of finalization of allotment.
11. In case of failure or withdrawal of the issue, on receipt of appropriate instruction from the pre‐issue
merchant bankers through Registrar to the issues, SCSB shall unblock the bank accounts latest by
the next day of receipt of such instruction.
12. In case SCSB receives any information from the Registrar to the Issue regarding errors in bid
details, the SCSB shall send the rectified data within the time specified by the Registrar.
13. SCSB shall ensure that information about revision in the bidding period or price band, as and when
received, is communicated and effected to in its systems promptly, for information of ASBA
investors.
14. SCSB shall take all necessary steps and co‐operate with the Registrar to the Issue, Stock
Exchange(s) and merchant bankers in ensuring secured transfer of data and completion of
allotment of the equity shares within the time period specified in the Red Herring Prospectus.
SCSB shall ensure that information, if any, sought in relation to ASBA facility by the merchant
bankers/ Registrar to the Issue, is provided promptly.
15. SCSB shall retain Physical ASBAs for a period of six months and thereafter forward the same to the
issuer. However, in case of Electronic ASBAs, “printouts” of such applications need not be retained
or sent to the issuer. SCSB shall, at all times, maintain the electronic records relating to ASBA
facility for a minimum period of three years.
16. SCSB shall ensure that complaints of investors arising out of errors or delay in capturing of data,
blocking or unblocking of bank accounts, etc. are satisfactorily redressed.
Page 107 of 144
17. SCSB shall be liable for all its omissions and commissions in discharging its responsibilities in the
ASBA facility.
(II) Role and Responsibilities of Registrar to the Issue
Role and responsibilities of Registrar to the Issue shall include the following:
1. Registrar to the Issue shall obtain the electronic bid data (including the Application Supported by
Blocked Amount (ASBA) bid data) from the Stock Exchange(s) and match the DP ID, Client ID and PAN
specified in the electronic bid file with the depository’s database, for the purpose of acceptance of
applications and finalisation of the basis of allotment.
2. Registrar to the issue shall intimate before opening of the issue the basis of commission payable to
SCSBs, the bid / issue opening and closing date/time, including details of revision in price band/ floor
price/ bidding period, if any to SCSBs.
3. Registrar to the Issue shall inform each Self Certified Syndicate Bank (SCSB) about errors, if any, in
the bid details, along with an advice to send the rectified data within a specific date, which shall be
specified by the Registrar.
4. Once the basis of allotment is approved by the Designated Stock Exchange, the Registrar to the Issue
shall provide the following details to the Controlling Branch (CB) of each SCSB, along with
instructions to unblock the relevant bank accounts and transfer the requisite money to the issuer’s
account designated for this purpose, within the timelines specified in the ASBA facility:
(i) Number of shares to be allotted against each valid ASBA.
(ii) Amount to be transferred from the relevant bank account to the issuer’s account, for each valid
ASBA.
(iii) The date by which the funds referred in sub‐para (ii) above, shall be transferred to the issuer’s
account designated for this purpose.
(iv) Details of rejected ASBAs, if any, along with reasons for rejection and details of withdrawn/
unsuccessful ASBAs, if any, to enable SCSBs to unblock the respective bank accounts.
5. The Registrar to the Issue shall be responsible for the correctness and validity of the information
furnished by it to SCSBs and shall be liable for all its omissions and commissions in discharging its
responsibilities in the ASBA facility.
6. Registrar to the Issue shall act as a nodal agency for redressing complaints of investors, including
providing guidance to investors regarding approaching the SCSB concerned.
7. Registrar to the Issue shall maintain accurately, at all times, the electronic records relating to ASBAs
received from all SCSBs, including the following:
(i) ASBAs taken from the electronic bidding system of the Stock Exchange(s) and ASBAs furnished by
SCSBs in respect of the issue;
Page 108 of 144
(ii) particulars relating to allotment of equity shares against valid ASBAs;
(iii) particulars relating to the requisite money to be transferred to the issuer’s account against valid
ASBAs; and
(iv) Details of rejected/ withdrawn/ unsuccessful ASBAs, if any
(III) Role and Responsibilities of Merchant Bankers
Role and responsibilities of Merchant Bankers shall include the following:
1. The pre‐issue merchant banker(s) shall ensure that the ASBA facility is provided as the only mode
of accepting Application-Bid‐Cum forms in all Initial public issues.
2. The pre‐issue merchant banker(s) shall ensure that appropriate disclosures/ instructions are given
regarding the ASBA facility in the Red Herring Prospectus and abridged prospectus and in
application forms, to enable investors to understand and apply through the ASBA facility
3. The pre‐issue merchant banker(s) shall ensure that sufficient number of Physical ASBA forms are
printed and are made available to all SCSBs. Further, it shall ensure that SCSBs are also provided
with a soft copy of the abridged prospectus/ prospectus.
4. The pre‐issue merchant banker(s) shall intimate before opening of the issue the basis of commission
payable to SCSBs, the bid/ issue opening and closing date/ time, including details of revision in price
band/ floor price/ bidding period, if any to SCSBs through Registrar to Issues.
5. In case of failure/ withdrawal of the issue, the pre‐issue merchant banker(s) shall inform SCSBs
through Registrar to Issues regarding the same.
6. The post‐issue merchant banker(s) shall inform the Registrar to the Issue, the date by which
subscription money shall be transferred to the issuer’s account designated for this purpose, by
SCSBs
7. The pre and post issue merchant banker(s) shall co‐ordinate with the Registrar to the Issue for
providing appropriate information/ instructions to the SCSBs in respect of the ASBA facility.
8. Unless otherwise specified in the regulations / circulars for ASBA facility, the pre and post issue
merchant banker(s) shall ensure that all intermediaries follow uniform procedure for ASBA.
9. Discount, if any, to the specified category of investors shall be adjusted before blocking the amount
from the investors’ bank account i.e. the blocking is to be carried out net of discount.
(IV) Role and Responsibilities of the Stock Exchange(s)
Role and responsibilities of the Stock Exchanges shall include the following:
1. The Stock Exchanges shall provide file format/ layout in which upload/download shall be made by
the various intermediaries interacting with the stock exchanges or amongst them.
Page 109 of 144
2. The Stock Exchange(s) shall ensure that details of the Controlling Branch (CB) and Designated
Branches (DBs) of each SCSB are available on the website of the Stock Exchange(s) in an easily
accessible form.
3. The Stock Exchange(s) shall enable:
(i) access to their electronic bidding system through a web enabled interface, to SCSBs, for
uploading details of ASBA;
(ii) SCSBs to upload data on the electronic bidding system in a secured way; and
(iii) identification of data uploaded by each SCSB, DB‐wise.
4. The Stock Exchange(s) shall ensure that the electronic bidding system provides all the
appropriate fields, along with identification of SCSBs, to enable SCSBs to upload the bid data
properly. The electronic bidding system shall also be enabled to display bid opening/ closing date,
price band and revision in price band/ bid period and to reset relevant data fields upon revision, if
any.
5. The Stock Exchange(s) shall ensure that an issue specific code is generated from the electronic
bidding system, so that SCSBs does not face any problem in segregating the ASBA issue‐wise.
6. The Stock Exchange(s) shall be responsible for accurate, timely and secured transmission of the
electronic bid file uploaded by SCSBs, to the Registrar to the Issue.
7. The Stock Exchange(s) shall provide a facility of reverse confirmation to SCSBs regarding the data
having been uploaded on their electronic bidding system.
8. In case of withdrawal of ASBA during the bidding period, the Stock Exchange(s) shall provide the
facility to enable SCSBs to –
(i) delete the ASBA from the electronic bidding system or mark the withdrawal individually
against the original bid uploaded; or
(ii) upload withdrawal of the ASBA in batch mode, in the electronic bidding system.
9. Details of locations including name of the broker, contact details such as name of the contact
person, postal address, telephone number, e-mail address of the broker, etc. where the application
forms shall be collected will be disclosed by the Stock Exchanges on their websites. Stock
Exchanges should ensure that the details so disclosed on their websites are regularly updated.
10. Alerts by Stock Exchanges: Similar to the systems prevalent in case of secondary market
transactions, the stock exchanges shall develop the systems to facilitate the investors to view the
status of their public issue applications on their websites and sending the details of applications and
allotments through SMS and E-mail alerts to the investors.
Page 110 of 144
Annexure XIII
Name of the IPO ____________________
Banker to the Issue ____________________
Registrar to the Issue ____________________
APPLICATION FOR RELEASE OF PROCESSING FEE TO BE MADE BY SCSB TO THE
MERCHANT BANKERS NOT LATER THAN 30 DAYS FROM THE FINALIZATION OF BASIS OF
ALLOTMENT (T+2) BY REGISTRAR TO THE ISSUE.
Note: In order to claim the processing fee, all SCSBs are required to submit to the Merchant Bankers,
with a copy to Registrar to the Issue, an application as per the format provided hereunder (complete
with requisite information mentioned herein) not later than 30 days from T+3.
Format of application to be submitted by an SCSB to Merchant Bankers for release of Processing Fee
payable to the SCSB.
1. We, [Name of the Bank], hold a valid certificate of registration as a Banker to an Issue under the
SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number is valid
up to .
2. We hereby submit our application for release of the processing fee payable to us amounting to Rs.
_______. We attach the workings relating to the aforementioned estimate of processing fee/ selling
commission.
3. We confirm that all unblocking of ASBA application amounts at our end is fully completed. We have
enclosed a data file of all ASBA applications unblocked by us in the format specified below:
Mode of ASBA
S. Issuer Applicant Application application Unblocking Date of Date of
No. Name Name No. submission (Bank, Amount (Rs.) T+2 (in Actual
DD/MM/Y
Online, UPI Unblock
YYY
(online), UPI (DD/MM/Y
format)
(offline, if any) – as YYY)
provided by RTI)
4. We further confirm that we have paid all applicable compensation relating to investor complaints in
terms of the requirements of applicable SEBI circulars. We have enclosed a data file of all ASBA
applications for which we have paid applicable compensation in the format specified below:
 Format A: Compensation for delayed unblock for cancelled/ withdrawn/ deleted applications
(Refer to Schedule I) [Enter ‘Nil’ if not applicable]
 Format B: Compensation for blocking of multiple amounts for the same UPI Application
(Refer to Schedule II) [Enter ‘Nil’ if not applicable]
Page 111 of 144
 Format C: Compensation for blocking more amount than the application amount (Refer to
Schedule III) [Enter ‘Nil’ if not applicable]
 Format D: Compensation for delayed unblock for non-allotted/ partially-allotted applications
(Refer to Schedule IV) [Enter ‘Nil’ if not applicable]
5. We undertake to provide requisite information/ explanations that maybe requested by the Merchant
Bankers/ Registrar to the Issue/ Issuer in connection with the information provided by us in this
application.
6. We acknowledge that we will continue to be responsible to provide information requested by the
Merchant Bankers/ Registrar to the Issue/ Issuer and also remain liable to pay applicable
compensation, for delays in unblocking of application amounts after the processing fee has been
claimed by us for this issue. We are responsible for any investor grievances/ complaints pertaining to
blocking/ unblocking of application amounts while discharging our role as envisaged in the
ASBA facility.
Authorized / Nodal official of the SCSB
Name –
Designation –
Mobile Number –
Email Id –
Contact Address –
Signature & Stamp of the Authorized/ Nodal official.
Page 112 of 144
Schedule I – Format for provision of information on compensation for delayed
unblock for cancelled/ withdrawn/ deleted applications
Mode of ASBA Date on which request
application for cancellation/
submission (Bank, withdrawal/ deletion is
Online, UPI placed in Stock Mode of payment of
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Schedule II - Format for provision of information on compensation for blocking of multiple
amounts for the same UPI Application
Mode of
ASBA Total
application cumulative
S.No. Issuer Applicant Application (B U
s
a P
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b
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i
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D
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t s Dat U e n o b f l o A c c k tu al C pa o i m d p b e y n S s C at S io B n SC
D
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Name Name No. UPI (offline, if (DD/MM/YYYY) (DD/MM/YYYY) (DD/MM/YYYY) (Rs.)
any) – as
provided
by RTI)
Schedule III - Format for provision of information on compensation for blocking more
amount than the application amount
Mode of ASBA
application
submission
S.No. I N ss a u m e e r Ap N p a li m ca e n t App N lic o a . tion ( U B U P a P a p n I n I r k ( o y ( o , o v ) f O i n f – d l l i n e i n a n l d e i s e n , ) e , if , B le l A o s m s c k o A e u p d n p A t l i ( c m R a o s ti u . o ) n n t Date c o o m f r p e la ce in ip t t of
Da
a
t
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n
c u l s e i n c
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s t t a o
h
s w t
i
i t
c
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h
f n r e e
t he
Dat U e n o b f l o A c c k tu al C pa o i m d p b e y n S s C at S io B n o D ( f D a C D te b o / y M m o f S M p p C e / a Y n S y s Y B m a Y t e i Y o n ) n t C c M r o e o m d d p i e N t/ e E o n IM f F s p a P T a t S i e o y / m t n c R . e ( ) T d n G i t r e o S c f / t
(DD/MM/YYYY) blocked (DD/MM/YYYY) (Rs.)
by RTI) (DD/MM/YYYY)
Page 113 of 144
Schedule IV - Format for provision of information on compensation for delayed
unblock for non-allotted/ partially-allotted applications
Mode of ASBA
application
(B
U
s
a
P
u
n
b
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k
m
(
,
o
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,
,
Date of payment of (
M
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C
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f
S.No. I N ss a u m e e r Ap N p a li m ca e n t App N lic o a . tion UP a I n ( y o ) f f – li n a e s , if A A m p o p u li n c t a ( t R io s n . ) D (D at D e c / o M o m f M r p e / l Y a ce i Y n i Y p t t Y o ) f (D D D at / e M Y o M ) f / T Y + Y 2 Y (D D D at U / e M n o M b f l / o A Y c c Y k tu Y a Y l ) C pa o i m d p ( b R e y s n S . s ) C a t S io B n C (D om D p /M S e C n M s S / a Y B t Y i o Y n Y b ) y RTGS/ NEFT etc.)
provided
by RTI)
Page 114 of 144
Annexure XIV
CERTIFICATION BY SPONSOR BANKS FOR IMPLEMENTATION OF ASBA
Note: All banks which are desirous of acting as Sponsor Banks for ASBA facility are required to
submit to SEBI a certificate as per the format provided hereunder. Upon receipt of this
certificate, the bank's name shall be included by SEBI in the list of eligible Sponsor Banks who
can act as Sponsor Bank in a Public issue.
Format of certificate to be submitted by Sponsor Banks
1. We, [Name of the Bank], hold a valid certificate of registration as a Banker to an Issue
under the SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number
is valid up to .
2. We have an arrangement with at least one of the Stock Exchange(s) that provides the
electronic bidding system, through a web enabled interface, wherein the Stock
Exchange will be able to share the bid details along with the investors UPI ID;
3. We hereby confirm that we have completed the UPI 2.0 certification process with
National Payments Corporation of India (NPCI) as an Issuer/Issuer & Acquirer/Acquirer.
We have also received a sign off from NPCI on same for go live and are interested to
become a Sponsor Bank.
4. We have undertaken the mock trial run of our systems for acting as Sponsor Banks
for ASBA, with the Stock Exchange(s) and Registrar(s) and have satisfied ourselves
that we have adequate systems/ infrastructure in place to fulfill our responsibilities/
obligations as envisaged in the role of a Sponsor Bank in the ASBA facility within the
timelines specified therein. These responsibilities/ obligations, inter-alia, include:
a. To initiate the mandate collect requests to all investor PSPs with the proper
tags;
b. To send back the file to the Stock Exchanges containing status of blocking for
all investors;
c. To initiate the debit requests post finalization of the allotment file;
d. To share debit execution status with Stock Exchange post allotment execution;
e. To provide reverse MIS to the Stock Exchanges on the collect Mandate/
Debit Execution status Unblocking funds in the bank account specified in the
ASBA upon receipt of information on withdrawal/ failure of the issue from the
post issue merchant bankers through Registrar to an issue.
5. We are responsible for any omission or commission on our part while discharging our
role as envisaged in the ASBA facility.
6. We have identified the following official of our bank as the nodal officer for the
purpose of UPI in ASBA facility:
Page 115 of 144
Name:
Designation:
Branch:
Address:
Phone number(s):
E-mail ID:
7. We undertake to inform changes, if any, in the aforesaid details furnished to SEBI, on as
and when basis.
I, _____________on behalf of , hereby confirm that we fulfil / undertake to
fulfil all the conditions stated above for becoming a Sponsor Bank.
Name and Signature of Authorised official of the Bank
Page 116 of 144
Annexure XV
Indicative process flow for applications in public issue submitted by retail individual
investor
1. Channels of submission of application forms
1.1. A retail individual investor (RII) can submit the application for subscribing to a public
issue through the following channels:
1.1.1. Application submitted with Self Certified Syndicate Bank (SCSB) i.e. RIIs
bank
(i) A RII may submit the bid-cum-application form, with ASBA as the sole
mechanism for making payment, physically at the branch of a SCSB, i.e. RII’s
bank, or online, if such facility is provided by the SCSB.
(ii) For such applications, the existing process of uploading of bid and blocking
of funds in RII account by the SCSB would continue.
1.1.2. Application submitted with Intermediary
(i) A RII would continue to have the option to submit the bid-cum- application form
online using the facility of linked online trading, demat and bank account (3-
in-1 type accounts), provided by some of the brokers.
(ii) In addition to above channel, a RII would also have the option to submit bid-
cum-application form with any of the intermediary and use his / her bank
account linked UPI ID for the purpose of blocking of funds. The detailed
process in this regard is as detailed hereunder.
2. Process for RII application submitted with intermediary with UPI as mode of
payment
2.1. Bidding and validation process
2.1.1. Before submission of the application with the intermediary, the RII would be
required to have / create a UPI ID, with a maximum length of 45 characters
including the handle (Example: InvestorID@bankname).
2.1.2. RII will fill in the bid details in the application form along with his/ her bank
account linked UPI ID and submit the application with any of the intermediary.
2.1.3. The intermediary upon receipt of form will upload the bid details along with UPI
ID in the stock exchange bidding platform.
2.1.4. Once the bid has been entered in the bidding platform, the exchange will
undertake validation of the PAN and Demat Account details of RII with the
depository.
Page 117 of 144
2.1.5. Depository will validate the aforesaid bid details on a real time basis and send
response to stock exchange which would be shared by stock exchange with
intermediary through its platform, for corrections, if any.
2.1.6. SMS from exchange to RII for bidding: Once the bid details are uploaded on
the stock exchange platform, the stock exchange shall send an SMS to the RII
regarding submission of his / her application, daily at the end of day basis, during
bidding period. For the last day of bidding, the SMS may be sent out the next
working day.
2.2. The Block Process
2.2.1. Post undertaking validation with depository, the stock exchange will, on a
continuous basis, electronically share the bid details along with RIIs UPI ID, with
the Sponsor Bank appointed by the issue.
2.2.2. The Sponsor Bank will initiate a mandate request on the RII i.e. request the RII to
authorize blocking of funds equivalent to application amount and subsequent
debit of funds in case of allotment.
2.2.3. The request raised by the Sponsor Bank, would be electronically received by
the RII as a SMS / intimation on his / her mobile no. / mobile app, associated
with UPI ID linked bank account.
Page 118 of 144
Graphical illustrative process of the investor receiving and approving mandate
request
Block request SMS to investor Block request intimation through UPI
application
Page 119 of 144
1. Investor UPI application screen 2. Sample of IPO details in attachment
This attachment will contain IPO
application details of investor
3. Post verification of details above 4. Pre-confirmation page
Page 120 of 144
5. Entering of UPI PIN 6. Confirmation page
7. Approved mandates Block confirmation SMS Block confirmation
visible in UPI application to investor application intimation
Page 121 of 144
2.2.4. The RII would be able to view the amount to be blocked as per his / her bid in such intimation.
The RII would also be able to view an attachment wherein the IPO bid details submitted by RII
will be visible. After reviewing the details properly, RII would be required to proceed to
authorize the mandate. Such mandate raised by sponsor bank would be a one-time mandate
for each application in the IPO.
2.2.5. Upon successful validation of block request by the RII, as above, the said information would
be electronically received by the RIIs’ bank, where the funds, equivalent to application amount,
would get blocked in RIIs account. Intimation regarding confirmation of such block of funds in
RIIs account would also be received by the RII.
2.2.6. The information containing status of block request (e.g. – accepted / decline/ pending) would
also be shared with the Sponsor Bank, which in turn would be shared with stock exchange. The
block request status would also be displayed on stock exchange platform for information of the
intermediary.
2.2.7. The information received from Sponsor Bank, would be shared by stock exchange with RTA
in the form of a file for the purpose of reconciliation.
2.2.8. RIIs would continue to have the option to modify or withdraw the bid till the closure of the
bidding period. For each such modification of bid, RII will submit a revised bid and shall
receive a mandate request from sponsor bank to be validated as per the process indicated
above.
2.3. Post issue closure – Finalization of basis of allotment of shares, debit of blocked amount,
credit of shares and listing
2.3.1. Post closure of the offer, the Stock Exchange would share the bid details with RTA. Further,
Stock Exchange would also provide RTA the final file received from Sponsor Bank,
containing status of blocked funds or otherwise, along with the bank account details with
respect to applications made using UPI ID.
2.3.2. The RTA, based on information of bidding and blocking received from stock exchange, would
undertake reconciliation of the bid data and block confirmation corresponding to the bids by
all investor category applications (with and without the use of UPI) and prepare the basis of
allotment.
2.3.3. Upon approval of basis of allotment, RTA will share the debit file with Sponsor bank (through
Stock Exchange) and SCSBs, as applicable, for credit of funds in the public issue account and
unblocking of excess funds in the RIIs account. The Sponsor bank based on the mandate
Page 122 of 144
approved by the RII at the time of blocking of funds, will raise the debit / collect request from
RIIs bank account, whereupon the funds will be transferred from RIIs account to public issue
account and remaining funds, if any, will be unblocked without any manual intervention by RII
or his / her bank.
2.3.4. Upon confirmation of receipt of funds in the public issue account, shares would be credited to
the RII’s account. RII will be notified for full/partial/no allotment. For partial allotment the
remaining funds would be unblocked. For no allotment, mandate would be revoked and
application amount would be unblocked for the RII.
2.3.5. Thereafter, Stock Exchanges will issue the listing and trading approval and trading will
commence next working day.
Page 123 of 144
Annexure XVI
Data fields required in Application-Cum-Bidding-Form and Revision form relating to UPI
1. Main Application form
1.1. Payment details – UPI ID with maximum length of 45 characters
1.2. Acknowledgement Slip for SCSB / Broker / RTA / DP
1.2.1. Payment details to include UPI ID
1.3. Acknowledgement Slip for Bidder
1.3.1. Payment details to include UPI ID
2. Overleaf of Main Application Form
2.1. Bidder’s Undertaking and confirmation
2.2. Instructions with respect to payment / payment instrument
3. Bid Revision Application Form
3.1. Payment details – UPI ID with maximum length of 45 characters
3.2. Acknowledgement Slip for SCSB / Broker / RTA / DP
3.2.1. Payment details to include UPI ID
3.3. Acknowledgement Slip for Bidder
3.3.1. Payment details to include UPI ID
4. Overleaf of Bid Revision Application Form
4.1. Instructions with respect to payment / payment instrument
Page 124 of 144
Page 125 of 144
Page 126 of 144
Page 127 of 144
Page 128 of 144
Annexure XVII
Details of Nodal officers of SCSBs for IPO applications processed through UPI
Format of certificate to be submitted by SCSBs
(i) We, [Name of the Bank], hold a valid certificate of registration as a Banker to an Issue under the
SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number is
__________________valid up to__________
(ii) We hereby confirm that we have completed the UPI 2.0 certification process with National
Payments Corporation of India (NPCI) as an Issuer/Issuer & Acquirer/Acquirer. We also confirm
that we have complied with NPCI office circular 78 on ‘Reconciliation and handling declined/timed-
out transactions in UPI for one-time mandate block’. The certification done and sign off received
from NPCI consists of the all UPI functionalities of mandate block/unblock cases inclusive of ASBA
use case.
(iii) We have undertaken the mock trial run of our systems for ASBA with UPI, with the NPCI
and Registrar(s) and have satisfied ourselves that we have adequate systems/ infrastructure in
place to fulfill our responsibilities/ obligations as envisaged in the ASBA facility with UPI as a
payment mechanism within the timelines specified therein. These responsibilities/ obligations, inter-
alia, include:
a. Blocking funds to the extent of application money in the bank account specified in the
UPI Mandate Block Request received from NPCI/PSPs till finalisation of the basis of
allotment or withdrawal/ failure of the issue or withdrawal/ rejection of the application, as the
case may be.
b. Ensuring that there is a proper segregation of UPI applications/amount/data issue-wise
in respect of various issues that may be opened simultaneously
c. Unblocking funds in the bank account specified in the ASBA with UPI, upon receipt of
request from Registrar(s) and releasing the funds in favour of the issuer or unblocking of
funds on withdrawal/ rejection of the ASBA UPI application, and
d. Unblocking funds in the bank account specified in the ASBA with UPI, upon receipt of
information on withdrawal/ failure of the issue from the post issue merchant bankers
through Registrar to an issue.
(iv) We have systems in place to ensure that the amount blocked by us in the bank account
specified in the ASBA with UPI shall be available at all times, for the purpose of giving it to the
issuer upon finalization of the basis of allotment.
Page 129 of 144
(v) We are responsible for any omission or commission on our part while discharging our role as
envisaged in the ASBA facility with UPI as a payment mechanism
(vi) We have systems in place to satisfactorily redress complaints arising out of errors or delays on
our part in processing the IPO applications with UPI, block or release funds, etc. In this regard,
we will be governed by SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 and
relevant circulars issued thereunder.
(vii) We have identified the following official of our bank as the nodal officer for the purpose of
ASBA facility with UPI:
Name:
Designation:
Department:
Address:_
Mobile number:
E-mail ID:_
(viii) We have identified the following escalation matrix for the purpose of ASBA facility with UPI First
level escalation
First level escalation
Name:
Designation:
Department:
Address:_
Mobile number:
E-mail ID:_
Second level escalation
Name :
Designation:
Department:
Address:_
Mobile number:
E-mail ID:_
Final level escalation
Name :
Designation:
Department:
Address:_
Mobile number:
E-mail ID:_
Page 130 of 144
Compliance Officer Details
Name :
Address:_
Mobile number:
E-mail ID:_
(ix) We undertake to inform changes, if any, in the aforesaid details furnished to SEBI, on as and when
basis.
I, on behalf of as a SCSB , hereby confirm that we fulfill /
undertake to fulfill all the conditions stated above in providing ASBA with UPI as a payment mechanism.
Name and Signature of Authorized/Nodal official of the Bank
Page 131 of 144
Annexure XVIII
For SMS
S. No. Scenarios Details to be present in SMS
1 Blocking of ASBA Name of the IPO
Application Application Amount
Amounts through Date on which amount was blocked.
Bank, Online and
UPI channels
2 Debit and For Full Allotment:
unblocking of Name of the IPO
ASBA Application Amount to be debited.
Amounts through Date on which amount was debited.
Bank, Online and
For Partial Allotment:
UPI channels
Name of the IPO
Amount to be debited and
unblocked.
Date on which amount was debited
and unblocked.
For Non-Allotment:
Name of the IPO
Amount to be unblocked.
Date on which amount was
unblocked.
For UPI Mandates – Invoice in the Inbox
S.No. Details to be available for Details to be available for
mandate block. mandate Debit and Unblock.
1 Name of the IPO Name of the IPO
2 Application Number Application Number
3 DP ID & Client ID DP ID & Client ID
4 Number of shares (Bid Qty) Number of shares (Bid Qty)
5 Highest Bid Amount Amount Blocked
6 Date and Time of Bidding Number of shares allocated
7 - Amount to be debited
8 - Amount to be unblocked
9 - Date of Initiation
Page 132 of 144
Annexure XIX
Format of report to be submitted by SCSB(s) with Registrar and Share Transfer Agent
Cancelled/Withdrawn/Deleted applications Report of [Name of
PeriodIs osfu er/IP O]
Bank IPO Date Total UPI Applications Confirmatio
Name processing Cancelled/Withdrawn/delete n on
d unblocking
Issue opening (Nos) received from RTA (
date Y
Issue opening e
date + 1 s
/
Issue Closing
N
date (T)
o
)
Authorized/Nodal official of the SCSB
1. Name –
2. Designation –
3. Mobile Number –
4. Email Id –
5. Contact Address –
Signature & Stamp of the Authorized/Nodal official
Page 133 of 144
Annexure XX
Name of the IPO ____________________
Banker to the Issue ____________________
Registrar to the Issue ____________________
CERTIFICATION OF COMPLIANCE BY SCSBs FOR COMPLETION OF UNBLOCK OF FUNDS ON THE
NEXT WORKING DAY FROM THE FINALIZATION OF BASIS OF ALLOTMENT BY REGISTRAR TO THE
ISSUE (T+2).
Note: All SCSBs are required to submit to the Lead Managers and Registrar to the Issue a certificate as
per the format provided hereunder by the end of closing hours of Bank Day on T+2. Upon receipt of this
certificate, the Registrar to the Issue shall maintain a record of the same and the consolidated
compliance of all SCSBs shall be provided by the Registrar to the Issue to Post Issue Lead Manager on
T+2. The Post Issue Lead Manager shall provide the same to SEBI as and when it is sought.
Format of certificate to be submitted by SCSBs for Unblocking of Application Monies.
1. We, [Name of the Bank], hold a valid certificate of registration as a Banker to an Issue under the
SEBI (Bankers to an Issue) Regulations, 1994. Our SEBI registration number is valid
up to .
2. The summary of applications processed in the Public Issue of ___________is provided below.
Mode of No. of Total No. of Total Date of
ASBA application Applications Amount (in Applications Amount (in Actual
submission Crores) Processed for Crores) Unblock*
Unblocking
Bank
Online
UPI (online)
UPI (offline,
if any) – as
provided by RTI.
* For the purposes of the above summary reporting, if date of unblock is not same for all the
applications received by an SCSB, then the date of unblocking should be the date when the last
application was unblocked.
3. We have enclosed a data file of all ASBA applications unblocked by us in the format specified below:
Page 134 of 144
Mode of ASBA
S. Issuer Applicant Application application Unblocking Date of Date of
No. Name Name No. submission (Bank, Amount (Rs.) T+2 (in Actual
DD/MM/Y
Online, UPI (online), Unblock
YYY
UPI (offline, if any) – (DD/MM/Y
format)
as provided by RTI) YYY)
4. Further, as on (T+2 Date):
 We hereby confirm that we have completed the unblocking of all ASBA applications for non-
allottees/ partial-allottees/ withdrawn/ cancelled/ deleted cases
 We hereby confirm that there are no multiple amounts blocked in investor’s account for a unique
ASBA application
 We hereby confirm that the bank has not blocked funds in excess of the application
amount in any of the investor’s account
5. We are responsible for any investor grievances/ complaints pertaining to blocking/ unblocking of
application amounts while discharging our role as envisaged in the ASBA facility.
Authorized / Nodal official of the SCSB
 Name –
 Designation –
 Mobile Number –
 Email Id –
 Contact Address –
Signature & Stamp of the Authorized/ Nodal official.
Page 135 of 144
Annexure XXI
Compensation Mechanism for Investor Grievances
Scenario Compensation Amount Compensation Who should
Period Compensate
the investor?
Delayed unblock Rs.100/- per day or 15% Date on which the
SCSB
for per request for
cancelled/withdrawn/d annum of the application
cancellation/withdrawal/
eleted applications
amount, whichever is
deletion is placed in
higher.
Stock Exchanges
Bidding Platform – Till
the date of actual
unblock.
Blocking of multiple 1.Instantly revoke the Date on which multiple SCSB
amounts for the blocked funds other than amounts were blocked –
the original application Till the date of actual
same UPI
amount and unblock.
Application
2.Rs.100/-per day or
15% per annum of the
total cumulative
blocked amount except
the original application
amount, whichever is
Blocking more h1.igInhsetar.n tly revoke the Date on which the SCSB
amount than difference amount funds to the excess of
the application
(Blocked Amount – application amount
amount
Application Amount) were blocked–Till the
and date of actual
2. Rs.100/- per day or unblock.
15% per annum of the
difference amount,
whichever is higher.
Delayed unblock for Rs.100/- per day or Since T+3 – Till SCSB
non-allotted/partially- 15% the date of actual
allotted applications. per annum of the unblock.
application amount,
whichever is higher
Page 136 of 144
Annexure XXII
Additional Compensation Mechanism for Investor Grievances
Scenario Compensation Amount Compensation Period Who should
compensate the
investor?
Delay in grievance Rs.100/- per day or The day on which the Post Issue Lead
redressal. 15% per annum of the grievance is received by Managers.
application amount,
Lead Managers/RTAs)
whichever is higher.
– Till the date of actual
unblock.
Page 137 of 144
Annexure XXIII
Indicative timeline of activities for listing of shares through Public Issues on T+3 day
Sequence of Activities Listing within T+3 days (T is Issue Closing Date)
Application Submission by Electronic Applications (Online ASBA through 3-in-1
Investors accounts) – Upto 5 pm on T day.
Electronic Applications (Bank ASBA through Online
channels like Internet Banking, Mobile Banking and
Syndicate UPI ASBA etc) – Upto 4 pm on T day.
Electronic Applications (Syndicate Non-Retail, Non-
Individual Applications) – Upto 3 pm on T day.
Physical Applications (Bank ASBA) – Upto 1 pm on T day.
Physical Applications (Syndicate Non-Retail, Non-Individual
Applications of QIBs and NIIs) – Upto 12 pm on T day and
Syndicate members shall transfer such applications to
banks before 1 pm on T day.
Bid Modification From Issue opening date up to 5 pm on T day
Validation of bid details with From Issue opening date up to 5 pm on T day
depositories
Reconciliation of UPI mandate On Daily basis
transactions (Based on the
guidelines issued by NPCI from
time to time):
Among Stock Exchanges –
Sponsor Banks – NPCI and NPCI
– PSPs/TPAPs** – Issuer Banks;
Merchant Bankers to submit to SEBI, as and when sought.
Reporting formats of bid
information, UPI analysis report
and compliance timelines.
UPI Mandate acceptance time T day – 5 pm
Issue Closure T day – 4 pm for QIB and NII categories
T day – 5 pm for Retail and other reserved categories
Third party check on UPI On daily basis and to be completed before 9:30 AM on T+1
applications day.
Third party check on Non-UPI On daily basis and to be completed before 1 pm on T+1
applications. day.
Submission of final
certificates:
-For UPI from Sponsor Bank UPI ASBA – Before 09:30 pm on T day.
- For Bank ASBA, from all SCSBs All SCSBs for Direct ASBA – Before 07:30 pm on T day
- For syndicate ASBA Syndicate ASBA - Before 07:30 pm on T day
Finalization of rejections and Before 6 pm on T+1 day.
completion of basis
Page 138 of 144
Approval of basis by Stock Before 9 pm on T+1 day.
Exchange
Issuance of fund transfer
instructions in separate files
for debit and unblock.
Initiation not later than 09:30 am on T+2 day;
For Bank ASBA and Online Completion before 2 pm on T+2 day for fund transfer;
ASBA – To all SCSBs Completion before 4 pm on T+2 day for unblocking.
For UPI ASBA – To Sponsor
Bank
Corporate action execution for Initiation before 2 pm on T+2 day
credit of shares Completion before 6 pm on T+2 day
Filing of listing application with Before 7:30 pm on T+2 day
Stock Exchanges and issuance
of trading notice
Publish allotment On website of Issuer, Merchant Banker and RTI - before 9
advertisement pm on T+2 day.
In newspapers – On T+3 day but not later than T+4 day
Trading starts T+3 day
**PSPs/TPAPs = Payment Service Providers/Third Party Application Providers.
Page 139 of 144
Appendix
LIST OF RESCINDED CIRCULARS
S. Date of Circular No. Subject / Title
No. Circular
1. September 27, CIR/CFD/DIL/5/2011 Disclosure of Price Information
2011 of past issues handled by
Merchant Bankers
2. August 28, CIR/CFD/DIL/10/2012 dated Redemption of Indian Depository
2012 Receipts (IDRs) into Underlying
Equity Shares
3. March 31, SEBI/HO/CFD/DIL/CIR/P/2016/47 Clarification regarding
2016 applicability of Indian Accounting
Standards to disclosures in offer
documents under SEBI (ICDR)
Regulations, 2009
4. January 19, SEBI/HO/CFD/DIL1/CIR/P/2018/011 Online Filing System for Offer
2018 Documents, Schemes of
Arrangement, Takeovers and
Buy backs
5. February 15, SEBI/HO/CFD/DIL2/CIR/P/2018/22 Compensation to Retail
2018 Individual Investors (RIIs) in an
IPO
6. May 22, 2019 SEBI/HO/CFD/DIL2/CIR/P/2019/67 Framework for the process of
accreditation of investors for the
purpose of Innovators Growth
Platform
7. August 19, SEBI/HO/CFD/DIL2/CIR/P/2019/94 Non-compliance with certain
2019 provisions of SEBI (Issue of
Capital and Disclosure
Requirements) Regulations,
2018 (“ICDR Regulations”)
8. December 11, CFD/DIL1/CIR/P/2019/0000000154 Filing of Offer Documents under
2019 Securities and Exchange Board
of India (Issue of Capital and
Disclosure Requirements)
Regulations, 2018
9. January 22, SEBI/HO/CFD/DIL2/CIR/P/2020/13 Streamlining the Process of
2020 Rights Issue
10. April 21, 2020 SEBI/HO/CFD/CIR/CFD/DIL/67/2020 Relaxations from certain
provisions of the SEBI (Issue of
Capital and Disclosure
Requirements) Regulations,
2018 in respect of Rights Issue
11. March 31, SEBI/HO/CFD/DIL1/CIR/P/2021/47 Reduction in unblocking/refund
2021 of application money
12. August 13, SEBI/HO/CFD/DIL/CIR/P/2021/614 Guidelines on issuance of non-
2021 convertible debt instruments
along with warrants (‘NCDs with
Warrants’) in terms of Chapter VI
Page 140 of 144
LIST OF RESCINDED CIRCULARS
S. Date of Circular No. Subject / Title
No. Circular
– Qualified Institutions
Placement of SEBI (Issue of
Capital and Disclosure
Requirements) Regulations,
2018
13. November 23, SEBI/HO/CFD/DIL1/P/CIR/2021/0660 Non-compliance with certain
2021 provisions of SEBI (Issue of
Capital and Disclosure
Requirements) Regulations,
2018 (“ICDR Regulations”)
14. May 19, 2022 SEBI/HO/CFD/SSEP/CIR/P/2022/66 Streamlining the Process of
Rights Issue
15. February 04, SEBI/HO/CFD/SSEP/CIR/P/2022/14 Disclosures in the abridged
2022 prospectus and front cover page
of the offer document
16. February 15, SEBI/HO/CFD/PoD-1/P/CIR/2023/29 Introduction of Issue Summary
2023 Document (ISD) and
dissemination of issue
advertisements
17. August 29, SEBI/CFD/MB/IS/3/2008/29/08 Effective date of ASBA Process
2008 and clarification on clause 2.8 of
SEBI (Disclosure and Investor
Protection (DIP)) Guidelines,
2000
18. September 25, SEBI/CFD/DIL/2008/ 25 /09 Applications Supported by
2008 Blocked Amount (ASBA) facility
in Rights Issues
19. August 05, SEBI/CFD/DIL/MB/IS/5/2009/05/08 Application Supported by
2009 Blocked Amount (ASBA)
process
20. August 20, SEBI/CFD/DIL/DIP/38/2009/08/20 Amendment to SEBI (DIP)
2009 Guidelines, 2000 - Rights Issue
Process/ Procedure
21. December 30, SEBI/CFD/DIL/ASBA/1/2009/30/12 Applications Supported by
2009 Blocked Amount (ASBA) facility
in public issues and rights issues
22. April 06, 2010 CIR/CFD/DIL/2/2010 Applications Supported by
Blocked Amount (ASBA) facility
in public issues
23. July 13, 2010 CIR/CFD/DIL/7/2010 Applications Supported by
Blocked Amount (ASBA) facility
in public issues
24. July 28, 2010 Cir / IMD / DF / 6 / 2010 Additional mode of payment
through applications supported
by blocked amount (hereinafter
referred to as ASBA) in Mutual
Funds
Page 141 of 144
LIST OF RESCINDED CIRCULARS
S. Date of Circular No. Subject / Title
No. Circular
25. October 12, CIR/CFD/DIL/8/2010 Applications Supported by
2010 Blocked Amount (ASBA) facility
in public issues
26. April 29, 2011 CIR/CFD/DIL/1/2011 Applications Supported by
Blocked Amount (ASBA) facility
27. May 16, C I R / CFD/DIL/2/2011 Adjustment of differential
2 pricing amount at the time of
application for allotment of
specified securities
28. June 03, 2011 CIR/CFD/DIL/3/2011 Redemption of Indian Depository
Receipts (IDRs) into Underlying
Equity Shares
29. September 27, CIR/CFD/DIL/4/2011 Contents of Application-Cum-
2011 Bidding Form and Manner of
disclosure
30. August 28, CIR/CFD/DIL/10/2012 Redemption of Indian Depository
2012 Receipts (IDRs) into Underlying
Equity Shares
31. September 13, CIR/CFD/DIL/12/2012 Application Supported by
2012 Blocked Amount (ASBA) facility
in public/ rights issue
32. September 25, CIR/CFD/DIL/13/2012 Application Supported by
2012 Blocked Amount (ASBA)
33. October 04, CIR/CFD/14/2012 Public issues in electronic form
2012 and use of nationwide broker
network of Stock Exchanges for
submitting application forms
34. January 2, CIR/CFD/DIL/1/2013 Application Supported by
2013 Blocked Amount (ASBA) facility
in public/ rights issue
35. January 23, CIR/CFD/DIL/ 4 /2013 Application Supported by
2013 Blocked Amount (ASBA) facility
36. March 1, 2013 CIR/CFD/DIL/6/2013 Guidelines for Enabling Partial
Two-Way Fungibility of Indian
Depository Receipts (IDRs)
37. November 10, CIR/CFD/POLICYCELL/11/2015 Streamlining the Process of
2015 Public Issue of Equity Shares
and Convertibles
38. January 01, CIR/CFD/DIL/1/2016 Revised Contents of Application-
2016 Cum-Bidding Form and Manner
of disclosure
39. January 21, SEBI Circular no. Clarification Circular on
2016 SEBI/HO/CFD/CIR/P/2016/26 Streamlining the Process of
Public Issue of Equity Shares
and Convertibles
40. November 1, SEBI/HO/CFD/DIL2/CIR/P/2018/138 Streamlining the Process of
2018 Public Issue of Equity Shares
Page 142 of 144
LIST OF RESCINDED CIRCULARS
S. Date of Circular No. Subject / Title
No. Circular
and convertibles
41. April 3, 2019 SEBI/HO/CFD/DIL2/CIR/P/2019/50 Streamlining the Process of
Public Issue of Equity Shares
and convertibles Extension of
time lime for implementation of
Phase I of Unified Payments
Interface with Application
Supported by Block Amount
42. June 28, 2019 SEBI/HO/CFD/DIL2/CIR/P/2019/76 Streamlining the Process of
Public Issue of Equity Shares
and convertibles Implementation
of Phase II of Unified Payments
Interface with Application
Supported by Block Amount
43. November 08, SEBI/HO/CFD/DCR2/CIR/P/2019/133 Streamlining the Process of
2019 Public Issue of Equity Shares
and convertibles Extension of
time lime for implementation of
Phase II of Unified Payments
Interface with Application
Supported by Blocked Amount
44. March 30, SEBI/HO/CFD/DIL2/CIR/P/2020/50 Continuation of Phase II of
2020 Unified Payments Interface with
Application Supported by Block
Amount due to Covid-19 virus
pandemic
45. December 08, SEBI/HO/CFD/DIL1/CIR/238/2020 Additional Payment Mechanism
2020 (i.e. ASBA, etc.) for Payment of
Balance Money in Calls for partly
paid specified securities issued
by the listed entity
46. March 16, SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M Streamlining the process of IPOs
2021 with UPI in ASBA and redressal
of investor grievances
47. June 02, 2021 SEBI/HO/CFD/DIL2/P/CIR/2021/570 Streamlining the process of IPOs
with UPI in ASBA and redressal
of investor grievances
48. May 30, 2022 SEBI/HO/CFD/DIL2/P/CIR/2022/75 Processing of ASBA applications
in Public Issue of Equity Shares
and Convertibles
49. April 20, 2022 SEBI/HO/CFD/DIL2/CIR/P/2022/51 Streamlining the Process of
Public Issues and redressal of
Investor grievances
50. April 05, 2022 SEBI/HO/CFD/DIL2/CIR/P/2022/45 Revision of UPI limits in Public
Issue of Equity Shares and
convertibles
51. June 21, 2023 SEBI Circular no. SEBI/HO/CFD/PoD- Master Circular for ICDR
Page 143 of 144
LIST OF RESCINDED CIRCULARS
S. Date of Circular No. Subject / Title
No. Circular
2/P/CIR/2023/00094 Regulations
52. August 09, SEBI/HO/CFD/TPD1/CIR/P/2023/140 Reduction of timeline for listing
2023 of shares in Public Issue from
existing T+6 days to T+3 days
53. February 06, SEBI/HO/CFD/PoD-1/P/CIR/2024/009 Guidelines for returning of draft
2024 offer document and its
resubmission
54. May 24, 2024 SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/55 Audiovisual (AV) presentation
of disclosures made in Public
Issue Offer Documents
55. September 16, CIR/CFD/PoD/2024/122 Enabling T+2 trading of Bonus
2024 shares where T is the record
date
56. November 21, SEBI circular no. SEBI/HO/CFD/CFD-PoD- Withdrawal of Master Circular on
2024 2/P/CIR/2024/0161 dated November 21, issuance of No Objection
2024 Certificate (NOC) for release of
1% of Issue Amount
57. February 28, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/2 Industry Standards on Key
2025 Performance Indicators (“KPIs”)
Disclosures in the draft Offer
Document and Offer Document
58. March 11, SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 Faster Rights Issue with a
2025 flexibility of allotment to specific
investor(s)
59. November SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 Master Circular for Issue of
11, 2024 Capital and Disclosure
Requirements
Page 144 of 144