MASTER CIRCULAR
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094
June 21, 2023
To
Registered Merchant Bankers
Recognized Stock Exchanges
Depositories and Registered Depository Participants
Registered Registrars to an Issue and Share Transfer agents
Registered Stock Brokers
Bankers to an Issue (Self-Certified Syndicate Banks-SCSB)
Listed Entities
Dear Sir / Madam,
Subject: Master Circular for Issue of Capital and Disclosure Requirements
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 (“ICDR Regulations 2018”). In order to enable
the stakeholders to have access to all such circulars at one place, this Master
Circular under the ICDR Regulations 2018 has been prepared.
2. With the issuance of this Master Circular, the directions/instructions contained in
the circulars listed out in the Appendix to this Master Circular shall stand
rescinded.
3. 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under the rescinded circulars, prior to such rescission, shall be deemed to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;
Page 1 of 62
(b) any application made to the Board under the rescinded circulars, prior to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 these regulations;
4. This Master Circular is issued in exercise of the powers conferred under Section
11(1) of the Securities and Exchange Board of India Act, 1992.
5. This Master Circular is available on the website of SEBI at www.sebi.gov.in.
Yours faithfully,
Yogita Jadhav
General Manager
Division of Policy and Development
Corporation Finance Department
Phone + 91-022-26449583
Email: yogitag@sebi.gov.in
Page 2 of 62
Table of Contents
List of Abbreviations ............................................................................................................... 4
Chapter 1: Non-compliance with certain provision of SEBI ICDR Regulations 2018 ...... 5
Chapter 2: Streamlining the process of Rights Issue ......................................................... 7
Chapter 3: Disclosures in offer document ............................................................................ 9
Chapter 4: Online Filing System .......................................................................................... 11
Chapter 5: Compensation to Retail Individual Investors (RIIs) in an IPO ....................... 12
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
.................................................................................................................................................. 14
Chapter 7: Framework for the process of recognition of investors for the purpose of
Innovators Growth Platform ................................................................................................. 15
Chapter 8: Issue Summary Document (ISD) and dissemination of issue advertisements
.................................................................................................................................................. 17
Annexure I ............................................................................................................................... 20
Annexure II .............................................................................................................................. 24
Annexure III............................................................................................................................. 32
Annexure IV ............................................................................................................................ 33
Annexure V ............................................................................................................................. 34
Annexure VI ............................................................................................................................ 37
Appendix ................................................................................................................................. 61
Page 3 of 62
List of Abbreviations
ASBA Application Supported By Blocked Amount
ADR American Depository Receipts
BRLM Book Running Lead Manager
BTI Bankers to Issue
DP Depository Participant
EBP Platform Electronic Book Provider Platform
FCCB Foreign Currency Convertible Bonds
GDR Global Depository Receipts
QIB Qualified Institutional Buyer
ICDR Regulations Issue of Capital and Disclosure Requirements,
2018 Regulations 2018
IDR Indian Depository Receipt
IGP Innovators Growth Platform
IGPI Innovators Growth Platform Investors
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
NII Non-institutional Investors
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
T-Day Trading Day
Page 4 of 62
Chapter 1: Non-compliance with certain provision of SEBI ICDR Regulations
20181
1. Regulation 297 and 298 of ICDR Regulations 2018, 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 2018, stock exchanges shall impose fines on the listed entities,
as under:
S. Violation Regulation Fine
No. / Schedule
1. Delay in completion of a bonus issue: 295 (1) ₹20,000 per
day of
(i) Within 15 days from the date of approval of
noncompliance
the issue by its board of directors – in cases
till 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
convertible securities and allotting the shares, above.
within 18 months from the date of allotment of
convertible securities.
3. As per Schedule XIX - Para (2) of ICDR Schedule Same as
Regulations 2018 under heading Application for XIX – above.
listing, 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)”.
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. Violation Regulation Fine
No. / Schedule
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).
4. Listed entities shall make an application for - Same as
trading approval to the stock exchange/s within above.
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 this circular 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 2018.
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.
7.2 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 2018,
shall be completed by the issuer at least 2 days before the date of opening
of the issue.
1.3. With respect to dematerialized Rights Entitlements (REs) –
1.3.1. In the letter of offer and the abridged letter of offer, the issuer shall
disclose the process of credit of REs in the demat account and
renunciation thereof.
1.3.2. 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.
1.3.3. 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.
1.4. Trading of dematerialized REs on stock exchange platform –
1.4.1. 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.
1.4.2. Investors holding REs in dematerialized mode shall be able to
renounce their entitlements by trading on stock exchange
2 SEBI/HO/CFD/DIL2/CIR/P/2020/13 January 22, 2020 and SEBI/HO/CFD/SSEP/CIR/P/2022/66 May 19,
2022
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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.
1.4.3. Payment mode - Application for a rights issue shall be made only
through ASBA facility.
1.4.4. No withdrawal of application by any shareholder shall be
permitted after the issue closing date.
2. The detailed procedures on the Rights Issue process are given at Annexure I for
due compliance.
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Chapter 3: Disclosures in offer document3
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 2018,
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 of this Circular.
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 2018
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 of
this Circular.
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 2018, 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.
3 SEBI/HO/CFD/SSEP/CIR/P/2022/14 February 04, 2022
Page 9 of 62
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 QR code
shall lead to downloading of prospectus, abridged prospectus and
price band advertisement as applicable.
Page 10 of 62
Chapter 4: Online Filing System
1. Online Filing System for Offer Documents, Schemes of Arrangement,
Takeovers and Buy backs4
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.
4 SEBI/HO/CFD/DIL1/CIR/P/2018/011 January 19, 2018
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Chapter 5: Compensation to Retail Individual Investors (RIIs) in an IPO 5
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 SEBI/HO/CFD/DIL2/CIR/P/2018/22 February 15, 2018
Page 12 of 62
5. No compensation would be payable to the applicant in case the listing price is
below the issue price.
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 bala nce
received No. where No. where No.
compensation compensati where
was paid on was paid compens
without with interest ation was
interest not
required
to be paid
Page 13 of 62
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, 20186
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 2018.
6 SEBI/HO/CFD/DIL/CIR/P/2021/614 Aug 13, 2021.
Page 14 of 62
Chapter 7: Framework for the process of recognition of investors for the
purpose of Innovators Growth Platform7
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 2018.
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
7SEBI/HO/CFD/DIL2/CIR/P/2019/67 May 22, 2019
Page 15 of 62
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.
5. Stock Exchanges/Depositories are advised to make necessary amendments to
the relevant bye-laws, rules and regulations.
Page 16 of 62
Chapter 8: Issue Summary Document (ISD) and dissemination of issue
advertisements8
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
8 SEBI/HO/CFD/PoD-1/P/CIR/2023/29 February 15, 2023
Page 17 of 62
4.8 Table VIII: ISD for buy-back of equity shares from the open market
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:
Page 18 of 62
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 19 of 62
Annexure I
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, merchant bankers
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
Page 20 of 62
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.
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.
Page 21 of 62
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.
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) Facility for correction of bid data as collated by the SCSB after issue
closing shall be provided for period of one day i.e. on next working day
after issue closing.
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.
Page 22 of 62
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.
Page 23 of 62
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 24 of 62
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 Equit y Shares will be traded after listing.
Page 25 of 62
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 26 of 62
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 27 of 62
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 28 of 62
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 29 of 62
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 30 of 62
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)
A NY 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 31 of 62
Annexure III
Page 32 of 62
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 (RCI)Is (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 33 of 62
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 34 of 62
vi) Declaration from investor which will state that:
a) he/she/it, is not a willful defaulter as defined under Regulation 2(1)(III) of
the ICDR Regulations, 2018.
b) he/she/it, is not a fugitive economic offender as defined under Regulation
2(1)(p) of ICDR Regulations, 2018.
c) he/she/it, is not in violation of Regulation 34 of SEBI (Delisting of Equity
Shares) Regulation, 2021.
d) 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.
e) he/she/it, is in compliance with RBI regulations, if applicable.
f) that the investment in the Companies are in compliance with RBI norms, if
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 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.
Page 35 of 62
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.
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 36 of 62
Annexure VI
Table I: ISD for public issue of specified securities
Sr. Particular Field Description Source for Timeline for
No. information submission
In Principle Approval Stage
1 ISIN ISIN
Corporate Identity Number (CIN) of the Listed CIN
2
Entity
3 Permanent Account Number (PAN) PAN
4 Name of the Issuer Name of Issuer
5 Promoter(s) Name of Promoter/s
Data from 1
Name of Company Secretary and Compliance Name
to 23 shall be
6
Officer
submitted by
7 Email Id of Compliance Officer EMAIL ID Lead
Issuer along with the
8 Website URL Manager
Lead Managers
9 Registered office Address Address before grant
10 Registered office Region Select of in principle
approval by
11 Corporate Office Address Address
the
12 Corporate Office Region Select
Exchange(s)
Platform Main Board/SME/SME Start-
13
up
14 Mode of issue Book Building/Fixed Price
Eligibility of the Issue SEBI ICDR Regulations
15
2018 (6(1),6(2),etc.)
16 Tentative No. of shares Number of Shares
Page 37 of 62
Sr. Particular Field Description Source for Timeline for
No. information submission
17 Estimated Total Issue Amount (Rs. In crores) Amount
18 Face Value (Rs.) Face Value Per Share
19 Industry Select
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
23 Listing Sought at Options: Only BSE / Only Lead Managers
NSE / Only MSEI / BSE &
NSE / BSE & MSEI / NSE &
MSEI / BSE, NSE & MSEI
Listing Stage
24 ISIN ISIN
Corporate Identity Number (CIN) of the Listed CIN
25
Entity
26 Permanent Account Number (PAN) PAN
Data from 24
27 Designate Stock Exchange Name of the Exchange
to 50 shall be
28 Issue Open Date Date
submitted by
29 Issue Close Date Date
Lead
Issuer along with Lead
30 Price Band In Rs. Manager
Managers
31 Discount (Rs.) In Rs. before grant
32 Composition of Issue Fresh / OFS / Fresh & OFS of Listing
33 Fresh Issue shares No. of shares approval by
the
34 Offer for sale No. of shares
Exchange(s)
35 Total Issue of shares No. of shares
36 Allocation to Anchor No. of shares
37 Allocation to QIB No. of shares
38 Allocation to RII No. of shares
Page 38 of 62
Sr. Particular Field Description Source for Timeline for
No. information submission
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
43 Minimum Application Lot Size No. of shares
44 Final Issue Price per share (Rs.) In Rs.
45 Issue Size (Rs.in Crores) Rs. in Crores
Issuer along with Lead
46 Issue subscription (no. of times) Number
Managers
47 Post Issue No. of shares No. of shares
48 Scrip ID Character
49 Scrip Code Number
50 Listing Date Date
Page 39 of 62
Table II: ISD for preferential issue of specified securities
Sr. Particular Field Description Source for Timeline
No. information for
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 CIN
Listed Entity
4 Permanent Account Number (PAN) PAN
5 BSE Scrip code
Data from 1
6 NSE Symbol
to 18 shall
7 MSEI Symbol
be
8 Board resolution approving the issue of Date
submitted
specified securities
by the
9 Copy of notice sent to shareholders Notice Copy 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
Non-promoters principle
12 Security Type (no. of securities) Option - approval by
Equity/Options/Warrant/Convertible/NCD + the
warrants/Convertible other than warrants – (No. Exchange(s)
of 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
Page 40 of 62
Sr. Particular Field Description Source for Timeline
No. information for
submission
15 Relevant Date Option - date/future relevant date i.e. at the
time of conversion
16 Minimum Issue Price In Rs.
17 Terms of Payment % of payment on application (100/25/other
Issuer
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 CIN
Listed Entity
Data from
22 Permanent Account Number (PAN) PAN
19 to 31
23 BSE Scrip code
shall be
24 NSE Symbol
submitted
25 MSEI Symbol Issuer by the
26 Date of Allotment of shares Date issuer
27 Offer Price per security In Rs. before grant
28 Total number of shares allotted No. of shares of trading
approval by
29 Amount Raised Rs. in Lakhs
the
30 Lock-in of Shares option - No. of equity shares locked-in for 6 / 12
Exchange(s)
/ 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 41 of 62
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
5 BSE Scrip code*
to 14 shall be
6 NSE Symbol
submitted by
7 MSEI Symbol
the Lead
8 Board resolution approving the issue of specified Date Issuer along with
Manager
securities Lead Manager
before grant
9 Object of the Issue (As per Notice/offer document)
of in principle
10 Date of Shareholders approval for placement with Date approval by
QIBs 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
17 Corporate Identity Number (CIN) of the Listed Entity CIN submitted by
Lead Manager
18 Permanent Account Number (PAN) PAN the Lead
19 BSE Scrip code Manager
before grant
20 NSE Symbol
Page 42 of 62
Sr. Particular Field Description Source for Timeline for
No. information submission
21 MSEI Symbol Issuer along with of trading
22 Relevant Date Date Lead Manager approval by
the
23 Minimum Issue price (Per security) in Rs.
Exchange(s)
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 43 of 62
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 CIN
3
the Listed Entity
Data from 1 to
4 Permanent Account Number (PAN) PAN
14 shall be
5 BSE Scrip code submitted by
6 NSE Symbol the Lead
7 MSEI Symbol Manager or
Board resolution approving the Date the issuer (in
8
issue of specified securities Issuer in case Lead
consultation with Manager is
9 Object of the Issue As per Notice/offer document
Lead Manager (if not required
Security Type (no. of securities) Option - Equity/Warrant/Convertible/NCD +
appointed) to be
10 warrants/Convertible other than warrants –
appointed)
(No. of securities)
before grant
Security Type (amount to be raised) Option - Equity/Warrant/Convertible/NCD +
of in principle
11 warrants/Convertible other than warrants –
approval by
(Amount)
the
Consideration Option - Cash/conversion of
12 Exchange(s)
Loan/Acquisition of Assets/other
Terms of Payment % of payment on application (100/25/other
13
specify)
14 Name of Merchant Banker, if any Name
Page 44 of 62
Sr. Particular Field Description Source for Timeline for
No. information submission
Listing Stage
15 Name of the Company Name
16 ISIN ISIN
Corporate Identity Number (CIN) of CIN
17
the Listed Entity
18 Permanent Account Number (PAN) PAN
Data from 15
19 BSE Scrip code
to 33 shall be
20 NSE Symbol submitted by
21 MSEI Symbol the Lead
22 Record Date Date Manager or
23 Rights Ratio x:y Issuer in the issuer (in
consultation with case Lead
24 Offer price (per share) In Rs.
Lead Manager (if Manager is
25 Issue opening date Date
appointed) not required
26 Issue closing date Date
to be
27 Right entitlement opening date Date
appointed)
28 Right entitlement closing date Date before grant
29 Date of Allotment of shares Date of trading
30 Number of shares allotted No. of shares approval by
31 Number of shares kept in abeyance No. of shares the
Exchange(s)
32 Amount Raised Rs. in Lakhs
Number of shares Listed in the No. of shares
33
issue
34 Date of Listing Date
Exchange
35 Date of Trading Approval Date
Page 45 of 62
Table V: ISD for issue of American Depository Receipts (ADRs) / Global Depository Receipts (GDRs)
Sr. Particular Field Description Source for Timeline
No. information for
submission
In Principle approval stage
1 Name of the listed entity Name
2 ISIN ISIN Data from 1
3 Corporate Identity Number (CIN) of the Listed Entity CIN to 12 shall
be
4 Permanent Account Number (PAN) PAN
submitted
5 BSE Scrip code
by the
6 NSE Symbol
issuer
7 MSEI Symbol Issuer
before grant
Board resolution approving the issue of specified
of in
8 securities Date
principle
9 Copy of notice sent to shareholders Notice Copy approval by
10 Object of the Issue As per Notice/offer document the
11 Security Type (amount to be raised Rs. In Lakhs) Option -ADR/GDR – (Amount) Exchange(s)
12 ADR/GDR listing Exchange Name of the Exchange
Listing Stage
13 Name of the listed entity Name
Data from
14 ISIN ISIN
13 to 26
15 Corporate Identity Number (CIN) of the Listed Entity CIN shall be
16 Permanent Account Number (PAN) PAN submitted
17 BSE Scrip code Issuer by the
18 NSE Symbol issuer
before grant
19 MSEI Symbol
of trading
20 Relevant Date Date
approval by
21 Name of Allottees List
Page 46 of 62
Sr. Particular Field Description Source for Timeline
No. information for
submission
22 Offer Price (Per Share) In Rs the
23 Date of Allotment of shares Date Exchange(s)
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 47 of 62
Table VI: ISD for issue of Foreign Currency Convertible Bonds (FCCBs)
Sr. Particular Field Description Source for Timeline
No. information for
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 13 shall
5 BSE Scrip code be
6 NSE Symbol submitted
by the
7 MSEI Symbol
issuer
8 Board resolution approving the issue of specified Date Issuer
before grant
securities
of in
9 Copy of notice sent to shareholders Notice Copy
principle
10 Object of the Issue As per Notice/offer document
approval by
No. of Bonds of face value (in
the
11 Security Type (no. of security) Rs.)
Exchange(s)
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
15 ISIN ISIN 14 to 28
16 Corporate Identity Number (CIN) of the Listed Entity CIN Issuer shall be
17 Permanent Account Number (PAN) PAN submitted
by the
18 BSE Scrip code
Page 48 of 62
Sr. Particular Field Description Source for Timeline
No. information for
submission
19 NSE Symbol issuer
20 MSEI Symbol before grant
of trading
21 Relevant Date Date
approval by
22 Offer price per share In Rs.
the
23 Name of Allottees List
Exchange(s)
24 Conversion Price of Currency In Rs. Issuer
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 49 of 62
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
ISD data from
8 Board Meeting Date Date
point 1 to 39
9 Date of declaration of results of the postal ballot, if Date
shall
applicable
submitted by
10 Date of Public Announcement Date
the Listed
Listed Entity
11 Record Date Date Entity before
12 Buyback Opening Date Date issuance of
13 Buyback Closing Date Date Buyback
opening
14 Buyback Offer No. of Shares
notice 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 No. of Shares
up to
21 Details of the escrow account Bank Name Listed Entity
Page 50 of 62
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 Date
and other specified documents including physical
share certificates (as applicable) by the Registrar
29 Last date for providing Acceptance/non-Acceptance Date
to the Stock Exchanges by the Registrar to the
Buyback
30 Last date for settlement of bids on the Stock Date
Exchanges
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 Date
Shares
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
Page 51 of 62
Sr. Particular Field Description Source for Remarks
No. information
39 Name of Company Secretary Name and contact details like Listed Entity
Mail id of the Company
Secretary
Post Issue stage
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
be submitted
45 Date of post buyback public announcement Date
by the Listed
46 Post buyback public announcement Attachment
Entity before /
along with
47 Issued, Subscribed and Paid-up Capital Post- No. of Shares Listed Entity
submission of
Buyback
Post Buy
48 Issued, Subscribed and Paid-up Capital Pre- No. of Shares
back Public
Buyback
Advertisement
49 Total number of Equity Shares bought back No. of Shares
to
pursuant to the Buyback
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 52 of 62
Table VIII: ISD for Buy-back of equity shares from the open market
Sr. Particular Field Description Source for information Remarks
No.
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 Date 16 shall be
applicable submitted by the
8 Date of Public Announcement Date Listed Entity
Listed Entity
9 Buyback Opening Date Date before / along with
10 Buyback Closing Date Date Issue opening
application with the
11 Maximum Buyback Price (Rs,) Amount in Rupees
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
18 Date of Closure of Buyback Date to 22 shall be
submitted by the
Listed Entity
19 Post Buyback Capital No. of Shares
Listed Entity
20 Post Buy Back Public Announcement Date before / along with
Page 53 of 62
Sr. Particular Field Description Source for information Remarks
No.
21 Post Buy Back Public Announcement PDF Attachment Issue closure
application with the
Listed Entity Exchange(s)
22 Promoter(s) holding Post Buyback No. of Shares &
Percentage
Page 54 of 62
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 Name
with Acquirer(s)
ISD data from
6 Type of Offer Type of offer under SEBI
point 1 to 21
SAST Regulations: Substantial
shall submitted
acquisition (Reg. 3(1))/
by the
Consolidation of holdings
Manager to the
(Reg. 3(2)) / Acquisition of Acquirer / Manager to
Open Offer
control (Reg. 4) / Indirect the Open Offer
before
acquisition (Reg. 5) / Delisting
issuance of
offer (Reg. 5A) / Voluntary
Open offer
offer (Reg. 6) / Conditional
notice by the
offer (Reg. 19) / Competing
Exchange(s)
offer (Reg. 20)
7 Number of fully paid up shares to be number & % of paid-up capital
acquired
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.
Page 55 of 62
Sr. Particular Field Description Source for information Remarks
No.
11 Offer size Rs. Million
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
Acquirer / Manager to
applicable
the Open Offer
17 Name of Company Secretary of Target Name and contact details like
Company Mail 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 number ISD data from
in offer Acquirer / Manager to 22 to 32 shall
23 Number of partly paid up shares acquired number the Open Offer be submitted
in offer by the
Page 56 of 62
Sr. Particular Field Description Source for information Remarks
No.
24 Number of fully paid-up shares acquired number & % of paid-up capital Manager to the
as % of paid-up capital Open Offer
25 Number of partly paid-up shares acquired number & % of partly paid-up before / along
as % of partly paid-up capital capital with
26 Offer price paid for fully per paid up share Rs. submission of
Post Offer
Announcement
27 Offer price paid for per partly paid up Rs.
to Exchange(s)
share
28 Date of payment/settlement date Acquirer / Manager to
the Open Offer
29 Consideration paid in open offer (in Rs.) Rs. in Million
30 Detail of interest paid due to delay in amount
payment
31 Post offer shareholding of Acquirer and Number of shares & %
PAC
32 Post Offer Announcement PDF document
Page 57 of 62
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
9 Name of Company Secretary and Compliance Name of CS
to 45 shall be
Officer
submitted by
10 Email Id of Compliance Officer EMAIL ID
the Manager
11 Website address URL
to the Offer
12 Exchanges where listed Name Manager to the Offer
before grant
13 Platform Small company/ other
of in principle
than Small Company
approval by
14 Delisting Type Voluntary Delisting /
the
Delisting Offer under
Exchange(s)
Regulation 5A of SEBI
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
Page 58 of 62
Sr. Particular Field Description Source for Remarks
No. information
21 Name of the Acquirer(s) Name
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 Manager to the Offer
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 PDF document
the 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
Page 59 of 62
Sr. Particular Field Description Source for Remarks
No. information
43 Last date for announcement of counter offer Date
44 Last date for Public Announcement regarding Date
success or failure of the Delisting Offer
Manager to the Offer
45 Proposed date for payment of consideration to Date
public 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 Rs. Per Equity Share
(Pursuant to Regulation 20(6) of SEBI Delisting
Regulations)
48 Date of counter offer (if applicable) Date
Data from 46
49 Counter offer price (if applicable) Rs. Per Equity Share
to 58 shall be
50 Book value per equity share if counter offer is Rs. Per Equity Share
submitted by
provided (as per Regulation 22(5) of the SEBI
the Manager
Delisting Regulations)
to the Offer
51 Date of payment/ settlement Date
Manager to the Offer before grant
52 Consideration paid in voluntary delisting (in Rs.) Rs. in Million
of Final
53 Detail of interest paid due to delay in payment Amount
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 Date
Exchange(s)
delisting by the Stock Exchange
57 Last date for remaining shareholders to tender Date
equity shares
58 Effective date of delisting (as mentioned in Date
Exchange's final notice)
Page 60 of 62
Appendix
LIST OF RESCINDED CIRCULARS
S. No. Circular No. and Date Subject / Title
1. CIR/CFD/DIL/5/2011 dated Disclosure of Price Information of past
September 27, 2011 issues handled by Merchant Bankers
2. CIR/CFD/DIL/10/2012 dated August Redemption of Indian Depository Receipts
28, 2012 (IDRs) into Underlying Equity Shares
3. SEBI/HO/CFD/DIL/CIR/P/2016/47 Clarification regarding applicability of Indian
dated March 31, 2016 Accounting Standards to disclosures in offer
documents under SEBI (ICDR) Regulations,
2009
4. SEBI/HO/CFD/DIL1/CIR/P/2018/011 Online Filing System for Offer Documents,
January 19, 2018 Schemes of Arrangement, Takeovers and
Buy backs
5. SEBI/HO/CFD/DIL2/CIR/P/2018/22 Compensation to Retail Individual Investors
February 15, 2018 (RIIs) in an IPO
6. SEBI/HO/CFD/DIL2/CIR/P/2019/67 Framework for the process of accreditation
May 22, 2019 of investors for the purpose of Innovators
Growth Platform
7. SEBI/HO/CFD/DIL2/CIR/P/2019/94 Non-compliance with certain provisions of
August 19, 2019 SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (“ICDR
Regulations”)
8. CFD/DIL1/CIR/P/2019/0000000154 Filing of Offer Documents under Securities
dated December 11, 2019 and Exchange Board of India (Issue of
Capital and Disclosure Requirements)
Regulations, 2018
9. SEBI/HO/CFD/DIL2/CIR/P/2020/13 Streamlining the Process of Rights Issue
January 22, 2020
10. SEBI/HO/CFD/CIR/CFD/DIL/67/2020 Relaxations from certain provisions of the
dated SEBI (Issue of Capital and Disclosure
April 21, 2020 Requirements) Regulations, 2018 in respect
of Rights Issue
11. SEBI/HO/CFD/DIL1/CIR/P/2021/47 Reduction in unblocking/refund of application
March 31, 2021 money
12. SEBI/HO/CFD/DIL/CIR/P/2021/614 Guidelines on issuance of non-convertible
Aug 13, 2021 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
Page 61 of 62
LIST OF RESCINDED CIRCULARS
S. No. Circular No. and Date Subject / Title
13. SEBI/HO/CFD/DIL1/P/CIR/2021/0660 Non-compliance with certain provisions of
November 23, 2021 SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (“ICDR
Regulations”)
14. SEBI/HO/CFD/SSEP/CIR/P/2022/66 Streamlining the Process of Rights Issue
May 19, 2022
15. SEBI/HO/CFD/SSEP/CIR/P/2022/14 Disclosures in the abridged prospectus and
February 04, 2022 front cover page of the offer document
16. SEBI/HO/CFD/PoD-1/P/CIR/2023/29 Introduction of Issue Summary Document
February 15, 2023 (ISD) and dissemination of issue
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Page 62 of 62