CIRCULAR
SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 March 11, 2025
To,
Listed Entities
Recognized Stock Exchanges
Recognized Depositories
Registered Registrars to an Issue and Share Transfer Agents
Registered Bankers to an Issue
Self-Certified Syndicate Banks (SCSBs)
National Payments Corporation of India (NPCI)
Sir / Madam,
Sub: Faster Rights Issue with a flexibility of allotment to specific investor(s)
1. The new framework for Rights Issue process has been introduced vide notification
of SEBI (Issue of Capital and Disclosure Requirements) (Amendment)
Regulations, 2025, with Gazette ID CG-DL-E-08032025-261516 published in the
Official Gazette on March 08, 2025. The same is available at this link.
2. As part of the new framework, in terms of amended Regulation 85 of SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR
Regulations), it is being specified that Rights Issues shall be completed within 23
working days from the date of Board of Directors of the Issuer approving the Rights
Issue.
3. Accordingly, 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.
4. 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.
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5. 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.
System for Validation of Bids
6. 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.
7. A system for automated validation of applications by the investors shall be
developed by the Stock Exchanges and Depositories within a period of six months
from the date of applicability of this Circular.
Consequential changes in Master Circular No.
SEBI/HO/CFD/PoD2/P/CI/2024/0155
8. In view of the new framework of Rights Issue, the following partial modification in
the Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 on SEBI ICDR
Regulations, dated November 11, 2024 shall be carried out:
8.1. Para 1.3.1 of Chapter 2 of Master Circular No. SEBI/HO/CFD/PoD-
1/P/CIR/2024/0154 shall read as under –
“In the letter of offer the issuer shall disclose the process of credit of REs in the
demat account and renunciation thereof.”
8.2. Sub para (d) of para (A) of Annexure I of Chapter 2 of Master Circular No.
SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 shall read as under-
“Applicants can use application form available on the website of registrar to the
issue or printed forms sourced from the issuer or registrars to the issue.”
8.3. Sub para (a) of para (E) of Annexure I of Chapter 2 of Master Circular No.
SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 shall read as under-
“Correction of bid data as collated by the SCSB after issue closing shall be
completed on the issue closure date itself.”
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8.4. Sub para 1.5 shall be inserted under Para 1 of Chapter 4 of Master Circular
No. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154. The text of the same shall read
as under-
“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”.
8.5. Para 1 of Annexure IIIA of Chapter 4 of Master Circular No.
SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 shall read as under-
“The draft offer document filed with the Board for public issue (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- “
8.6. Column under the head “Source of Information” of Table IV of Annexure VI of
Chapter 8 of Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 shall
read as under-
“Issuer”
8.7. Column under the head “Timelines for submission” of Table IV of Annexure VI
of Chapter 8 of Master Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154
shall read as under-
“Data from 1 to 14 shall be submitted by the issuer before grant of in principle
approval by the Exchange(s)”
8.8. Para 5.6 of Chapter 9 of Master Circular No. SEBI/HO/CFD/PoD-
1/P/CIR/2024/0154 shall read as under-
“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,
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Stock Exchanges and RTAs for public issues, shall be applicable mutatis
mutandis to rights issue also.”
9. The Recognized Stock Exchanges and Depositories are directed to
a) bring the contents of this circular to the notice of all the stakeholders;
b) put in place necessary systems and infrastructure for monitoring and
implementation of this circular;
c) make consequential changes, if any, to their respective bye-laws, rules and
regulations and bidding portal;
10. The provisions of this circular shall come into force from April 07, 2025 and shall
be applicable to the Rights Issues that are approved by the Board of Directors of
the Issuer from the date of coming into force of this circular.
11. This Circular is being issued in exercise of the powers conferred under Section 11
and Section 11A of the Securities and Exchange Board of India Act, 1992 read with
Regulation 299 of SEBI ICDR Regulations, to protect the interests of investors in
securities and to promote the development of, and to regulate the securities
market.
12. A copy of this circular is available on SEBI website at www.sebi.gov.in under the
categories “Legal → Circulars”.
Yours faithfully,
Vimal Bhatter
Deputy General Manager
Corporation Finance Department
Tel. No.: +91 22 2644 9386
Email id: vimalb@sebi.gov.in
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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 ratio T+4
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.
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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 monitoring T+2
account
22. Commencement of trading of shares issued pursuant to rights issue T+3
23. Submission of media compliance report with SEBI T+3
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